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

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatBuyer as follows, all of which shall be true and correct on the Closing Date: (a) No person, firm, or entity (except Except as may be set forth in this Agreementon Exhibit F, (i) has any rights in there is no current or right to acquire pending litigation against Seller or the Property of which Seller has received written notice, and (ii) to the best of Seller’s knowledge, there is no litigation threatened against Seller or any part thereofthe Property, in each case, which, if determined adversely to Seller, could reasonably be expected to adversely affect the Property. (b) Except as set forth on Exhibit G, there are no office supply, maintenance or utility contracts, or any other agreements affecting the Property. (c) As of the date of this Agreement, the only party with any rights to occupy any portion of the Property is Vivus, Inc. under the Vivus Lease. (d) Except as disclosed on Exhibit H, Seller has not received any written notice from any governmental authority or other person, and Seller has no written knowledge of the violation of any law or ordinance regulating use of the Property, including those dealing the environment, which has not been cured by Seller to the satisfaction of the issuer. (e) Seller has the full right, power and authority and has obtained any and all consents required to execute and deliver this Agreement and all of the documents to be delivered by Seller at the Closing, and to consummate or cause to be consummated the transactions contemplated in this Agreement. This Agreement has been, and all of the documents to be delivered by Seller at the Closing 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. (f) There is no agreement to which Seller is a party or, to Seller’s knowledge, binding on Seller which is in conflict with this Agreement. (g) No condemnation, eminent domain or similar proceedings are pending, or to Seller’s threatened, with regard to the Property. Seller has not received any notice and has no knowledge of any actual pending or threatened actionliens, litigationspecial assessments, rezoning, condemnation impositions or proceeding by any person, entity or governmental agency, which would affect increases in assessed valuations to be made against the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may Buyer that the following statements are true on the Effective Date of this Agreement and will be set forth in true on the Closing Date and shall survive the Closing: Seller has all power and authority legally necessary to enter into this Agreement, to execute and deliver all Closing documents and to sell the Property in accordance with the terms and conditions of this Agreement. There is no existing or, to Seller’s knowledge, threatened, proposed or contemplated litigation, action, administrative proceeding or assessment (including, without limitation, eminent domain proceedings or public improvement assessments) has against the Property or Seller which would adversely affect the Property or Seller’s ability to perform its obligations under this Agreement or under any rights in documents executed by Seller pursuant to this Agreement. Neither Seller’s execution of this Agreement nor performance by Seller of any of its obligations hereunder, including, without limitation, the transfer, assignment and sale of the Property contemplated by this Agreement (1) violates or right shall violate any written or oral agreement or instrument to acquire which Seller is a party or is bound or which affects the Property or any part thereof. of it or (b2) shall constitute or result in violation or breach by Seller has received no written notice and has no knowledge of any actual judgment, order, writ, induction or threatened actiondecree issued or imposed upon Seller, litigationor to the best of Seller’s knowledge, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge will result in violation of any governmental assessments concerning laws or conditions or restrictions relating to Seller or the Property, which are unpaid. and no approval, consent, order, authorization, designation filing (d) other than recording), registration, notification of, by or with any judicial or governmental authority is required in conjunction with Seller’s execution of this Agreement and/or performance of its obligations hereunder. Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445, and any related regulations. Seller has no knowledge of and has not received no any written notice of to the effect that any violation of law, municipal condemnation or county ordinances involuntary rezoning proceedings are pending or codes, or other legal requirements threatened with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatBuyer as follows: (a) No 10.1.1 The persons who have executed this Agreement have been duly authorized to do so by Seller. All documents delivered at Closing will be executed by a duly authorized person, firm, or entity (except as may be set forth . Seller has a good and legal right to enter into this Agreement and to perform all covenants of Seller contained in this AgreementAgreement in accordance with its terms. All requisite action (corporate, trust, trustee, partnership or otherwise) has been taken by Seller in connection with the entering into of this Agreement, the instruments referenced herein, and the consummation of this transaction. No further consent of any rights partner, shareholder, trustee, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required. 10.1.2 To Seller’s Actual Knowledge and as except to third-party reports and surveys received by Buyer prior to the expiration of the Due Diligence Period, each item of information furnished by Seller to Buyer in connection with this Agreement is accurate and complete, unless otherwise noted. 10.1.3 Seller warrants that now and at the time of Closing, to Seller’s Actual Knowledge, there exists no pending or right to acquire threatened condemnation or litigation affecting the Real Property or any part thereofthe sale thereof to Buyer. (b) 10.1.4 Seller warrants that, unless otherwise disclosed in writing attached hereto, the Real Property is now a legal lot and no partition, subdivision, lot line adjustment or other action is required to create the Real Property as a separate and distinct parcel pursuant to applicable laws, ordinances and regulations. 10.1.5 Seller has received no written notice addressed to Seller or related entities, and has no knowledge Actual Knowledge of any actual violation or threatened action, litigation, rezoning, condemnation investigation of violation of any applicable law or proceeding by any person, entity or governmental agency, which would affect ordinance affecting the Real Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those 10.1.6 Unless otherwise disclosed in writing and delivered to Purchaser during Buyer in accord with the Feasibility Period. terms of Section 9.2 (ka) All labor performed and materials supplied for there are no leases affecting all or any part of the Property have been fully paid by SellerReal Property; (b) there are no written or oral promises, understandings, agreements or other commitments between Seller and any other person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect affecting the Real Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.; and

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No personA. Seller has all requisite power and authority to execute this Agreement, firmthe closing documents listed in Article III hereof, and any other documents required to be delivered by the Seller. B. To the best of Seller's knowledge, the conveyance of the Property to Purchaser pursuant to this Agreement will not be a violation by Seller of any applicable statute, ordinance, governmental restriction, or entity regulation, or any private restriction or agreement. C. To the best of Seller's knowledge, as of the date of full execution hereof, there is no administrative agency action, litigation or other governmental proceeding of any kind pending or threatened against the Seller or the Property which after the Closing would materially, adversely affect the value of the Property. D. To the best of Seller's knowledge, no special assessments of any kind (except as may be set forth in this Agreementspecial, bond or otherwise) are levied against the Property which are outstanding and unpaid. E. Seller has no knowledge of any rights in pending or right to acquire contemplated condemnation proceedings affecting the Property or any part thereof. (b) . Seller has received no written notice and has no knowledge of will not sell, assign or convey any actual right, title or threatened action, litigation, rezoning, condemnation interest whatever in or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf or create or permit to exist any lien, encumbrance, or charge thereon without promptly discharging the same, except as otherwise expressly provided for herein. F. Seller will not willfully take any action, or willfully omit to take any action, which action or omission would have the effect of the Seller during the 90 days immediately preceding violating any of its representations, warranties, covenants and agreements contained herein. Seller's warranties and representations contained in this Agreement shall not survive the Closing Date which will not and shall be paid for in full as of merged into the Closing Date, Deed and there will other documents to be no outstanding bills incurred for labor, services executed and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated delivered in connection with Closingthe transaction contemplated herein. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller hereby represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire that the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which following matters are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Effective Date and Seller shall re-certify the representations and warranties on as of the Closing Date Date: (a) Seller owns good and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due indefeasible title to the inaccuracy Property, subject only to the Permitted Exceptions and those liens or encumbrances which Seller will pay off and release at Closing. (b) The execution, delivery and performance by Seller of this Agreement is within the authority of Seller, has been authorized by all necessary proceedings and do not and will not contravene any provision of law, any organizational document of Seller or any written agreement or contract to which Seller is a party. (c) There are no judgments outstanding against Seller or petitions, suits, claims, causes of actions or moratoria or any other proceedings pending or threatened against Seller before any court or other governmental, administrative, regulatory, adjudicatory, or arbitrational body of any kind which, if decided adversely to Seller, would adversely affect Seller’s ability to perform its obligations under this Agreement. (d) Upon execution and delivery of this Agreement by Seller, this Agreement will be a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (e) There is no pending or, to the best of Seller’s knowledge, threatened, litigation, condemnation, investigation or other legal proceeding affecting the Property or any portion thereof, and there are no actions, suits, proceedings, orders, administrative proceedings or investigations pending or, to the best of Seller’s knowledge, threatened, against or affecting the Property or any portion thereof. (f) There are no leases, licenses, occupancy agreements or other agreements giving any person the right to occupy all or any part of the Premises. (g) There are no service contracts or agreements pertaining to the use, operation or maintenance of the Premises. (h) To the best of Seller’s knowledge, the Premises have not contained and do not now contain any Hazardous Materials or substances in quantities or concentrations that require removal or remediation in accordance with applicable law. This indemnity shall survive “Hazardous Material” means any hazardous or toxic waste, substance or material, pollutant or contaminant, or words of similar import, as the Closing same may be defined from time to time in the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et. seq.), as amended, or the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et. seq.), as amended, or any other applicable federal, state or local law, ordinance, rule or regulation relating to the environment, pollutants, contamination or similar matters. The Premises have been operated by Seller in compliance with all applicable federal, state and local laws and regulations (“Environmental Laws”) governing Hazardous Materials; Seller has not received any notice or citation for a period of one noncompliance with respect to any Environmental Laws relating to the Premises; no Hazardous Material has been or is currently generated, stored, transported, utilized, disposed of, managed, treated, released or located on or from the Premises (1) yearwhether or not in reportable quantities); and there are no underground storage tanks under the Premises.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No personA. Seller has all requisite power and authority to execute this Agreement, firmthe closing documents listed in Article III hereof, and any other documents required to be delivered by the Seller. B. To the best of Seller’s knowledge, the conveyance of the Property to Purchaser pursuant to this Agreement will not be a violation by Seller of any applicable statute, ordinance, governmental restriction, or entity regulation, or any private restriction or agreement. C. To the best of Seller’s knowledge, as of the date of full execution hereof, there is no administrative agency action, litigation or other governmental proceeding of any kind pending or threatened against the Seller or the Property which after the Closing would materially, adversely affect the value of the Property. D. To the best of Seller’s knowledge, no special assessments of any kind (except as may be set forth in this Agreementspecial, bond or otherwise) are levied against the Property which are outstanding and unpaid. E. Seller has no knowledge of any rights in pending or right to acquire contemplated condemnation proceedings affecting the Property or any part thereof. (b) . Seller has received no written notice and has no knowledge of will not sell, assign or convey any actual right, title or threatened action, litigation, rezoning, condemnation interest whatever in or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf or create or permit to exist any lien, encumbrance, or charge thereon without promptly discharging the same, except as otherwise expressly provided for herein. F. Seller will not willfully take any action, or willfully omit to take any action, which action or omission would have the effect of the Seller during the 90 days immediately preceding violating any of its representations, warranties, covenants and agreements contained herein. Seller’s warranties and representations contained in this Agreement shall not survive the Closing Date which will not and shall be paid for in full as of merged into the Closing Date, Deed and there will other documents to be no outstanding bills incurred for labor, services executed and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated delivered in connection with Closingthe transaction contemplated herein. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As Seller hereby makes the following representations and warranties to Buyer, each of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatwhich shall be deemed material: (a) No personSeller has good and marketable fee simple title to the Property, firmand there are no mechanics' liens, contractors' claims, unpaid bills for material or labor pertaining to the Property or any other similar liens which might adversely affect Seller's title to the Property, except for current ad valorem real estate taxes which shall be prorated on a per diem basis as of Closing based on the fiscal year of the taxing authority. (b) There are no tenants or other persons or entities on the Property which will have a right of possession beyond the date of Closing. (c) There are no pending, threatened or contemplated condemnation actions involving all or any portion of the Property and Seller has received no notice nor is Seller aware of any such action. If, between the Effective Date and the Closing, any portion of the Property is subject to pending, threatened or contemplated condemnation action by any governmental agency, Buyer shall have the option, in Buyer's sole discretion, of declaring this Agreement null and void and having the Binder Deposit refunded. Seller shall notify Buyer within three (3) business days of receipt of any information concerning any such condemnation action, and in turn Buyer must elect within ten (10) business days from the date of receipt of the said information whether to (i) declare this Agreement null and void and have the Binder Deposit refunded as stated above, whereupon the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, or entity (except ii) proceed to close the transaction and receive an assignment of all of Seller's right, title and interest in and to any condemnation award. If Buyer elects (ii), Seller shall fully cooperate, at no expense, however, to Seller, with Buyer in any condemnation action. (d) As of the Closing, no maintenance, management, service, supply, employment or other contracts shall exist with respect to the Property which has not been approved by Buyer in writing. (e) From the Effective Date until the Closing, Seller shall: (1) Maintain the Property in the same condition as presently exists, reasonable wear and tear excepted. (2) Perform all of its obligations under any contracts respecting the Property and promptly notify Buyer of any default thereunder. (3) Provide Buyer and its representatives reasonable access to the Property and reasonable access to all engineering information, reports, soil tests, surveys, plans and records available to Seller relating to the Property. (4) Refrain from entering into, or negotiating with regard to, any contract or commitment or from incurring any expenditure or obligation affecting the Property or the title thereto which would extend beyond the Closing or would involve payments that would not be paid in full prior to the Closing without the prior written consent of Buyer. (5) Pay promptly all real and personal property taxes, assessments, sewer and water charges, other governmental levies when due, utility charges, indebtedness secured by deed(s) to secure debt or other liens, and, generally, all expenses (including repairs and replacements) incurred by Seller in the operation of the Property of every nature, whether ordinary or extraordinary, which may be set forth in arise out of or accrue because of the ownership or operation of the Property. (6) Make no lease or rental of the Property or any portion thereof without the prior written consent of Buyer, or negotiate, actively market or enter into any other contract or option for the sale of the Property or any portion thereof, or further encumber the Property with any restriction or easement. (f) The entry into this Agreement, the execution and delivery of all instruments and documents required to be executed and delivered under the terms hereof, and the performance of all acts necessary and appropriate for the full consummation of the transaction contemplated hereunder are consistent with, and not in violation of, and will not create any adverse condition under, any law, ordinance, rule, regulation, contract, agreement, or instrument to which Seller is a party or any law, ordinance, rule, regulation, judicial order or judgment of any nature under which Seller is bound. In addition, Seller has taken or caused to be taken all actions required to render this Agreement enforceable against Seller in accordance with its terms. (g) Seller has not received, with respect to the Property, any rights notice from any insurance company, governmental agency, adjacent landowners or any other party of (i) any condition, defect, or inadequacy that, if not corrected, would result in termination of insurance coverage or right increase its costs, (ii) any violation of building codes and/or zoning ordinances, subdivision ordinances, watershed regulations, or other governmental laws, regulations or orders, (iii) any proceedings that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to acquire the Property or any part thereof, or any property adjacent to the Property, (iv) any moratorium that could or would in any way impair the development and use of the Property for the Contemplated Use or (v) any significant adverse fact or condition relating to the Property or its Contemplated Use that has not been disclosed in writing to Buyer by Seller or that would prevent, limit, impede or render more costly the Contemplated Use. (bh) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any is not a "foreign person, entity or governmental agency, " which would affect subject Buyer to the Propertywithholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended, and, at Closing, Seller agrees to deliver to Buyer a certification, under penalty of perjury, in a form approved under regulations promulgated pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, to the effect that Seller is not a foreign person. (ci) Seller has received To the best of Seller's knowledge, no written notice and has no knowledge Substances have been or shall (to the extent controllable by Seller), prior to the Closing, be located, released (within the meaning of any governmental assessments concerning 42 X.X.X.xx. 9601(22)), stored, treated, generated, transported to or from, disposed of (within the meaning of 42 X.X.X.xx. 6903(3)) or allowed to escape on the Property, which including, without limitation, the surface and subsurface waters of the Property. To the best of Seller's knowledge, no ASTs or USTs are unpaid. (d) Seller located on the Property or previously were located on the Property and subsequently removed or filled. To the best of Seller's knowledge, no portion of the Property has been used in the past for waste treatment, storage, or disposal, and no knowledge wetlands are located within the boundaries of the Property. To the best of Seller's knowledge, no endangered species of plants or animals shall be located within the boundaries of the Property and no portion of the Property has received been or, prior to Closing, shall be a critical habitat for an endangered species. To the best of Seller's knowledge, no written investigation, administrative or judicial order, governmental notice of any violation of lawnoncompliance or violation, municipal remediation action plan, consent order and agreement, administrative proceeding, civil or county ordinances criminal litigation or codessettlement under Statutes and Laws or with respect to Substances, ASTs or other legal requirements USTs is proposed, threatened, anticipated or in existence with respect to the Property. (e) . The Property does not violate and Seller's operations thereon are and, to the best of Seller's knowledge, in the past have been in compliance with all applicable Statutes and Laws. No notice has been or will (to the best of Seller's knowledge, information and belief) prior to the Closing, be served on or delivered to Seller from any entity, governmental body or individual claiming any violation of any Statutes and Laws or demanding payment or contribution for environmental laws applicable cleanup costs, environmental damage, harm to it and endangered species, or injury to natural resources, or asserting liability with respect to same. Copies of any such notices received on or after the Effective Date (including after the Closing) shall be forwarded to Buyer within three (3) days of their receipt. If Seller has not used the Property for the generation, storage conducted or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title access to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities an "environmental audit" or other services provided for the benefit of the Seller on the Property of any kind against environmental study, report or information respecting the Property, other than those items which are pro-rated in connection Seller shall provide Buyer with Closinga true and complete copy of same within ten (10) days following the Effective Date. (j) Seller No third party currently has made no representations any rights with respect to any county minerals, mining, or local authorities surface or any homeowners subsurface rights in the community regarding the type or style of the development of connection with the Property; and upon Closing, exceptBuyer will be vested with all such mineral, if any, for those disclosed in writing to Purchaser during the Feasibility Periodmining and other surface and subsurface rights free and clear of all claims of any third party. (k) All labor performed In the event a subdivision is required pursuant to applicable law in connection with the conveyance of the Property to Buyer, Seller shall use its best efforts to cause the Property to be properly subdivided in compliance with such applicable law prior to Closing. Further, Buyer may (but is not obligated to) act on Seller's behalf to undertake all such actions required as a result of the sale of the Property to Buyer to comply with any applicable subdivision law; and, in such case, Seller agrees to fully cooperate with Buyer's efforts and materials supplied irrevocably appoints Buyer as Seller's attorney-in-fact (coupled with an interest) during the term of this Agreement for the purpose of complying with any applicable subdivision law, and Buyer shall be entitled to deduct costs and expenses incurred by Buyer to comply with such subdivision law from the Purchase Price to be paid by Buyer for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lienat Closing. (l) Seller has no knowledge or information shall deliver to Buyer at Closing evidence satisfactory to Buyer, Buyer's attorneys and the Title Company with respect to the right, power and authority of any facts, circumstances, or other conditions, which do or would in any way adversely affect Seller's designated representative(s) to execute and deliver the Property, or closing documents and consummate the successful operation sale of the Property, except such evidence to include, without limitation, (i) an incumbency certificate and shareholder certificate signed and dated by the corporate secretary of Seller as specifically provided of the date of Closing certifying as to Purchaser in writing during the Feasibility Periodnames (and corporate titles, as applicable) of officers, directors and shareholders of Seller as of the date of Closing and (ii) corporate resolutions of Seller authorizing Seller to enter into this Agreement and to perform all of Seller's obligations hereunder, acting through designated corporate officers of Seller. All of the representations and warranties of Seller contained in this Agreement or any document or exhibit required to be executed by Seller pursuant hereto shall be true at the Closing as though such representations were made at such time; and, subject to the terms and correct provisions in the remainder of this paragraph, Seller shall execute and deliver an instrument satisfactory in form and substance to Buyer at Closing reaffirming all of said representations and warranties as of the date of Closing. If any such representation or warranty of Seller in this Agreement is not true when made and at the Closing Date (except to the extent any such representation, although true as of the Effective Date, is no longer true at the Closing as a result of a matter, event or circumstance beyond Seller's reasonable control), Buyer may consider same as an event of default hereunder and may pursue such remedies as are set forth in Paragraph 15(B) herein. If any representation or warranty of Seller herein, although true as of the Effective Date, is no longer true at the Closing as a result of a matter, event or circumstance beyond Seller's reasonable control, Buyer may not consider same as an event of default hereunder; but rather, in such case, Buyer may, at Buyer's option and as Buyer's sole remedy, terminate this Agreement and have the Binder Deposit refunded by Escrow Agent, whereupon the parties hereto shall re-certify have no further rights, obligations or liabilities with respect to each other hereunder. Further, if Seller acquires knowledge of any fact(s) rendering any of the foregoing representations and warranties on the Closing Date and false at any time prior to Closing, Seller shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period promptly notify Buyer in writing of one (1) yearsuch fact(s).

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)In addition to other representations herein, Seller represents and warrants to Purchaser Buyer as of the date of closing that: (a) No person3.1 Seller, firmand the person signing on behalf of Seller, has full power and authority to execute this Agreement and perform Seller's obligations hereunder, and if Seller is a corporation, all necessary corporate action to authorize this transaction has been taken; 3.2 The Property is not subject to any leases, tenancies or entity (except as may be set forth rights of persons in this Agreement) has possession, and any rights in personal property is owned by Seller free and clear of any liens or right encumbrances; 3.3 Neither the Property nor the sale of the Property violates any applicable statute, ordinance or regulation, nor any order of any court or any governmental authority or agency, pertaining to acquire the Property or the use occupancy or condition thereof; 3.4 Seller is unaware of any part thereof.material defect in the Property; (b) 3.5 All persons and corporations supplying labor, materials and equipment to the Property have been paid and there are no claims of liens; 3.6 There are no currently due and payable assessments for public improvements against the Property and Seller is not aware of any local improvement district or other taxing authority having jurisdiction over the Property in the process of formation; 3.7 The Property has legal access to all streets adjoining the Property; 3.8 Seller has received no written notice good and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property.property; (g) None 3.9 Seller is not a "foreign person" for purposes of Section 1445 of the lots are located Internal Revenue Code. Prior to closing, Seller shall execute and deliver to Closing Agent an affidavit in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf form of the attached Exhibit in order to meet the Foreign Investment in Real Property Tax Act ("FIRPTA") requirements of I.R.C. § 1445; and 3.10 Seller during the 90 days immediately preceding the Closing Date which will has not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property received notification of any kind against from any agency suggesting that the PropertyProperty is or may be targeted for a governmental cleanup. To the best of Seller's knowledge, other than those items which are pro-rated in connection with Closingneither the Property nor any portion thereof is or has been used as a landfill, waste storage or disposal site, or for the storage or disposal of any chemicals, petroleum or oil products, or hazardous or dangerous wastes or substances. (j) 8.11 The Seller has made no representations to any county or local authorities or any homeowners in provided the community regarding Buyer with the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period.following reports and studies: (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.b. ; and

Seller’s Representations and Warranties. As The matters set forth in this Section 10.01 constitute representations and warranties by Seller, made as of the Effective Date (unless a different date hereof so far as is specified)known to Seller, and which are now and shall continue to be true, complete, and correct up to and including the Closing Date. Seller hereby represents and warrants to Purchaser that: (a) With respect to the Real Property: (i) The Company has good and marketable title in fee simple to the Real Property free and clear of all liens, except those listed on Schedule 10.01(a)(i) or otherwise disclosed in the Title Policies or Title Commitment. The Real Property has not been assigned or conveyed to any party other than to a Mortgage Lender. No person, firm, or entity Person (except as may be set forth in other than Purchaser pursuant to this Agreement) has any rights in a right or right option to acquire the Real Property or any part thereofinterest in the Real Property. (ii) There are no leases, rights of first refusal, options, rights of first offer or any other similar rights or interests with respect to the Real Property in favor of any third party. (iii) There are no judgments presently outstanding and unsatisfied against the Seller, the Company, or the Real Property. There is no litigation, arbitration, or other legal or administrative suit, action, proceeding, or, to Seller’s knowledge, investigation pending or threatened against or involving the Company, the Seller, or the ownership or operation of the Real Property, including, but not limited to, any condemnation action relating to the Real Property. (iv) Neither Seller nor the Company has received written notice of any material violation of any Laws or Regulations by any Governmental Authority having jurisdiction over the Real Property that has not been cured, corrected, or waived. (v) To Seller’s knowledge, none of such Due Diligence Materials (including, without limitation, all Due Diligence Materials uploaded to the Data Room) contains any untrue statement of a material fact or omits to state a fact necessary to make the statement of fact contained therein not misleading in any material respect. (vi) Seller is not, or will become, a person or entity with whom United States persons or entities are restricted or prohibited 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 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; (vii) Schedule III is a true, correct, and complete list of the Service Contracts. The Company is not a party to any Service Contracts that will be binding upon the Company after the Closing, other than those listed on Schedule III. The Company is in material compliance with each of the Service Contracts and, to Seller’s knowledge, no fact or circumstance has occurred which, by itself or with the passage of time or the giving of notice or both, would constitute a default by any party under any of the Service Contracts. Seller has made available to Purchaser true, correct, and complete copies of all Service Contracts. (viii) Seller has not placed any, and to Seller’s knowledge, there are no Hazardous Materials installed, stored in, or otherwise existing at, on, in, or under the Real Property in violation of any Environmental Laws. (ix) Schedule II is a true, correct, and complete list of the Existing Mortgage Documents, which have not been modified, amended, or terminated, in writing or otherwise, except as set out on Schedule II. Neither the Seller, the Company, nor any loan guarantor has given or received any notice of a default under any Existing Mortgage Document and, to the best of Seller’s knowledge, neither the Company nor any guarantor is in default under the terms of any Existing Mortgage Document. The Seller shall confirm the accuracy of Schedule II and update it as needed on or before three (3) Business Days after the Effective Date. (b) With respect to Seller, the Company, and/or the Membership Interests, as applicable: (i) Seller has received no written notice full legal capacity to execute and has no knowledge of any actual or threatened actiondeliver this Agreement and each document and instrument contemplated hereby (collectively, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, the “Transaction Documents”) to which would affect he is a party and perform his obligations hereunder and thereunder and to consummate the Propertytransactions contemplated hereby. (cii) This Agreement and the Transaction Documents to which Seller has received no written notice is a party have been duly executed and has no knowledge delivered by Seller and, assuming the due authorization, execution and delivery of any governmental assessments concerning this Agreement and the PropertyTransaction Documents to which Seller is a party by each other party hereto and thereto, which are unpaidconstitute the valid and binding agreement of Seller enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (diii) Except for the third party consents set forth on Schedule 10.01(b)(iii), neither the execution, delivery, and performance of this Agreement, nor the consummation of the transactions contemplated hereby is prohibited by, or requires Seller or the Company to obtain any consent, authorization, approval, or registration under: (A) any law, statute, rule, regulation, judgment, order, writ, injunction, or decree which is binding upon Seller or the Company; or (B) any agreement to which Seller or the Company is a party. (iv) Seller is not a “foreign person” within the meaning of Section 1445 of the Code. (v) The Company is, and always has been, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of their organization and the Company is duly qualified as a foreign limited liability company in the State of North Carolina. The Company has the requisite limited liability company power and authority to own, operate, lease, and encumber its assets and to carry on the Business as it has been and is now being conducted. (vi) Schedule 10.01(b)(vi) is a true, correct, and complete list of all Organizational Documents of the Company as well as a true and correct organizational chart showing the ownership percentage(s) of the Company and any and all affiliates and subsidiaries. There are no knowledge other Organizational Documents between the Company and Seller or any other persons or entities, other than the agreements and documents listed on Schedule 10.01(b)(vi), true, correct, and complete copies of and has received no written notice of which have been made available to Purchaser. (vii) The Company does not own, directly or indirectly, any violation of lawcapital stock or any other equity interest in any corporation, municipal or county ordinances or codespartnership, trust, limited liability company, or other legal requirements entity, whether incorporated or unincorporated, and the only property the Company owns is the Real Property and related operating accounts and reserve accounts. (viii) The Membership Interests are validly issued, fully paid, and non-assessable. The Membership Interests owned by Seller and contemplated to be sold to Purchaser hereunder were issued in compliance with applicable Laws and constitute 100% of the total issued and outstanding membership interests in the Company. The Membership Interests were not issued in violation of the Organizational Documents of the Company or any other agreement, arrangement, or commitment to which Seller or the Company is a party and are not subject to or in violation of any preemptive or similar rights of any Person. (ix) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any membership interests in the Company or obligating any Seller or the Company to issue or sell any membership interests (including the Membership Interests), or any other interest, in the Company. Other than the Organizational Documents, there are no voting trusts, proxies, or other agreements or understandings in effect with respect to the Propertyvoting or transfer of any of the Membership Interests. There are no outstanding obligations of the Company to repurchase, redeem, or otherwise acquire any Membership Interests. (ex) The Property does not violate environmental laws applicable to it Seller owns the Membership Interests free and Seller has not used the Property for the generation, storage or handling clear of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Propertyall Encumbrances. (fxi) All Tax Returns of the Company and Seller is required by any federal, state, or local authority have been duly and properly filed, and to the extent any Taxes were due and payable by the Company, or required to be withheld for any employees of the Company, the Company caused all such Taxes to have been fully paid or withheld. There are no: (A) tax claims, audits, or proceedings pending or, as to Seller’s knowledge, threatened against the Company; (B) Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Closing Date will Company; or (C) Tax indemnity, Tax sharing, or Tax allocation agreements binding on the Company. The Company has complied with all information reporting and backup withholding provisions of applicable Law, except where failure to comply with any such Law would not subject the Company to any Material Adverse Effect. To Seller’s knowledge, no claim has been made by any taxing authority in any jurisdiction where the Company does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction. Seller has delivered to Purchaser true, correct, and complete copies of all federal, state, and local income, franchise, and similar Tax Returns, examination reports, and statements or deficiencies assessed against, or agreed to by, the owner of fee simpleCompany for all Tax periods ending after December 31, marketable title to the Property2014. (gxii) None All agreements, oral or written (including, without limitation, any option agreements, right of first refusal agreements or right of first offer agreements), in effect for the purchase and sale of real property (other than pending home sales contracts to customers) by the Company are set forth on Schedule 10.01(b)(x) (the “Purchase and Sale Agreements”). Other than the Purchase and Sale Agreement, there are no other agreements, oral or written, currently in effect in connection with the Company’s purchase and sale of any real property. The copies of the lots Purchase and Sale Agreements provided to Purchaser are located in a flood plain areacomplete, true and correct. There are no defaults under any of the Purchase and Sale Agreements. (hxiii) The Company has been treated as a disregarded entity for federal, state, and local income tax purposes since its formation; (xiv) The reviewed and unaudited financial statements of the Company for fiscal years 2016, 2017, and 2018 and for the period ended December 31, 2019 attached hereto and incorporated herein as Schedule 10.01(b)(xiv) (“Financial Statements”) were prepared from the Company’s books of account on a GAAP basis consistently applied, are to the best of Seller’s knowledge accurate and complete, and to the best of Seller’s knowledge fairly present the financial condition, results of operations, and cash flows of the Company at the dates and for the periods indicated. To the best of Seller’s knowledge, the books of account of the Company accurately reflect all items of income and expense and all assets and liabilities of the Company, except as otherwise provided herein. To the best of Seller’s knowledge, the Company has no liabilities not covered by insurance that are not set forth on the Financial Statements. (xv) No improvements actions, suits, claims, investigations, or repairs proceedings: (A) are pending or to the best of Seller’s knowledge threatened against or by the Company, Seller, or any affiliate of Seller relating to the Company or affecting the Membership Interests other than warranty and punch list work performed or being performed by the Company in the ordinary course of business; (B) are pending or to the best of Seller’s knowledge threatened against or by the Company, Seller, or any affiliate of Seller that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement; or (C) have been served upon the Company, nor has the Company initiated any court or administrative proceedings in any way involving or relating to the Company or the Membership Interests, nor have any of same been filed or threatened in writing with respect to the Company or the Membership Interests; (xvi) Neither the Seller nor the Company have: (A) filed any voluntary or had involuntarily filed against it in any court or with any governmental body pursuant to any statute either of the United States or of any State, a petition in bankruptcy or insolvency or seeking to effect any plan or other arrangement with creditors, or seeking the appointment of a receiver; (B) had a receiver, conservator, or liquidating agent or similar person appointed for all or a substantial portion of its assets; (C) suffered the attachment or other judicial seizure of all, or substantially all of its assets; (D) given notice to any person or governmental body of insolvency; or (E) made an assignment for the benefit of its creditors or taken any other similar action for the protection or benefit of its creditors. Neither the Seller nor the Company is insolvent or will be rendered insolvent by the consummation of the transactions under this Agreement; (xvii) The only employees and independent contractors of the Company are those listed on Schedule 10.01(b)(xvii). There are no employees or independent contractors of the Company whose employment or engagement with the Company cannot be terminated prior to Closing. There are no union contracts, collective bargaining agreements or employment contracts affecting the Company. The Company does not employ more than one hundred (100) employees. (xviii) Schedule 10.01(b)(xviii) contains a true and complete list of each Company Employee Plan. Seller has made available to Purchaser true and complete copies of each such Company Employee Plan, together with all amendments thereto (or a description, if such Company Employee Plan is not written), and, to the Property extent applicable with respect thereto: (i) all related trust agreements, insurance Contracts or other funding arrangements and amendment thereto, (ii) all current summary plan descriptions and summaries of material modifications; (ii) the annual report on behalf IRS Form 5500 series, including audited financial statements and any other attachments thereto, for the most recent plan year; (iii) the most recent actuarial valuation report; and (iv) the most recent IRS determination letter or opinion letter. Each Company Employee Plan complies, and has been operated in compliance, in all material respects with the requirements of Section 409A of the Seller during the 90 days immediately preceding the Closing Date which will Code. The Company does not be paid for in full as have any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, director or consultant of the Closing DateCompany for any tax incurred by such service provider, and including under Section 409A or 4999 of the Code. (xix) The Company has not been a member of an affiliated, combined, consolidated, or unitary tax group for tax purposes. The Company has no liability for taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local, or foreign law), as transferee or successor, by contract or otherwise. (xx) Except for, there will be are no outstanding bills incurred for laborinvestment bankers, services and materials used in making improvements brokers, finders or repairs on the Property other intermediaries that have been retained by or are authorized to act on behalf of Seller or for services of architects, surveyors are entitled to any fee or engineers engaged by Sellercommission in connection with the transactions contemplated hereby. (ixxi) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided Except for the benefit of the Seller on the Property of any kind against the PropertyEmployment Agreements, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of following the Closing Date there will not exist any ongoing contractual obligations between the Company and the Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearits affiliates.

Seller’s Representations and Warranties. As To induce Buyer to enter into this Agreement and to purchase the Property being conveyed hereunder, Seller makes the following representations and warranties, all of which are true as of the Effective Date (unless a different date is specified), Seller represents hereof and warrants to Purchaser thatshall be true as of the date of Closing: (a) No personSeller presently owns good and marketable fee simple title to the Property. (b) Seller has not received any notice of assessments for public improvements against the Property which remain unpaid. (c) There are no judgments or decrees of any kind against Seller unpaid or unsatisfied of record at any court of any city, firmcounty, or entity state or of the United States of America, or any pending or threatened litigation, which would affect the Property. (except as may be set forth d) Seller is not in this Agreementthe hands of a receiver nor is it insolvent. (e) Seller has not received any rights in notice of condemnation or right to acquire eminent domain proceedings, which would affect the Property or any part thereof. (bf) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation, and to the best of Seller’s knowledge, there exist no violations or notices of violation of law, municipal ordinance, governmental ordinance, orders, rules, regulations or county ordinances requirements against or codesaffecting the Property, or other legal requirements with respect any part thereof. (g) There are no actions or proceedings pending or, to the best of Seller’s knowledge, threatened, before any court or administrative agency, relating to the Property. (eh) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants all necessary power to execute and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as deliver this Agreement and to perform all of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf obligations of Seller or for services of architects, surveyors or engineers engaged by Sellerhereunder. (i) As Seller is duly organized, validly existing and in good standing under the laws of the Closing DateState of Iowa and has full capacity, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on power and authority to convey the Property to Buyer in accordance with the terms and conditions of any kind against the Property, other than those items which are pro-rated in connection with Closingthis Agreement. (j) Seller has made no representations to Neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, nor the compliance with the terms, conditions and provisions hereof will conflict with, or result in a breach of, any county of the terms, conditions or local authorities provisions of Seller’s Articles of Organization or Operating Agreement, or any homeowners in the community regarding the type agreement or style of the development of the Property, except, if any, for those disclosed in writing instrument to Purchaser during the Feasibility Periodwhich Seller is a party or by which it is bound. (k) All labor performed and materials supplied for There is no lender or other person that is required to approve or consent to the conveyance of the Property to Buyer and no person shall have been fully paid by any right to object or contest such conveyance, construction or use. To Seller’s knowledge, and no person, firm or other legal entity has any person for such labor right or materials may claim no mechanic's lien option whatsoever to acquire the Property or any other lien. (l) Seller has no knowledge portions thereof or information of any facts, circumstances, interest or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Periodinterests therein. All of the above representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one six (16) yearmonths.

Seller’s Representations and Warranties. As Seller hereby represents and warrants to Buyer, which representations and warranties shall be deemed made by Seller to Buyer as of the Effective Date (unless a different date is specified)and also as of the Closing Date, Seller represents and warrants to Purchaser that: i. Seller is a duly organized and validly existing corporation under the laws of the State of Washington with the full power and authority to perform its obligations hereunder. ii. None of the execution, delivery or performance of this Agreement by Seller does or will, with or without the giving of notice, lapse of time or both, violate, conflict with, constitute a default or result in a loss of rights under or require the approval or waiver of any entity under (aA) No personthe organizational documents of Seller or any material agreement, firminstrument or other document to which Seller is a party or by which Seller is bound, or entity (except B) any judgment, decree, order, statute, injunction, rule, regulation or the like of a governmental unit applicable to Seller. iii. Upon Board Approval (as may be set forth defined in Section 5(b) above), the execution, delivery and performance by Seller of this Agreement, and all of Seller’s obligations hereunder, shall be duly and validly authorized by all requisite action on the part of the Seller. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. iv. Seller has no knowledge of and has not received written notice of (A) has the existence, institution or the proposed institution of condemnation proceedings relating to any rights portion of the Property or any other taking against all or any part of the Property; (B) the widening, change or grade or limitation on use of streets abutting the Property; (C) concerning pending public improvements in or right adjoining the Property; (D) concerning any special taxes or assessments levied or to acquire be levied against the Property; or (E) concerning any change in the zoning classification of the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) v. Seller is ornot a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Dateamended, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by SellerIncome Tax Regulations thereunder. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As The Seller makes the following representations and warranties, all of which shall be true and correct at the Effective Date (unless a different date is specified), Seller represents Closing and warrants to Purchaser thatwhich shall not survive Closing: (a) No personTo the Seller’s actual knowledge, firmand except as reflected in the Title Documents, there are no claims, actions, suits, or other proceedings pending or threatened or any governmental department or agency or any other corporation, partnership, entity (except as or person whomsoever, nor any voluntary actions or proceedings contemplated by the Seller, which in any manner or to any extent may be set forth detrimentally affect Buyer’s right, title or interest in and to the Property, or the Seller’s ability to perform the Seller’s obligations under this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) The Seller has received the full power and authority to enter into and perform this Agreement according to the terms hereof and the individuals executing this Agreement and all documents delivered pursuant to this Agreement on behalf of the Seller are authorized to do so. (c) To the Seller’s actual knowledge, Seller has good and indefeasible title in fee simple to the Property. The Property has not been assigned or conveyed to any party. Except as reflected in the Title Documents, there are no written notice agreements (other than this Agreement), commitments or understandings by or between the Seller and has no knowledge any third party pursuant to which the Seller or its successors in interest are required to convey, dedicate, sell or transfer any part of the Property or to grant any actual easement, water right, right-of-way, road or threatened action, litigation, rezoning, condemnation or proceeding by license in respect to any person, entity or governmental agency, which would affect part of the Property. (cd) To the Seller’s actual knowledge, the Seller has not received any notices and the Seller is not otherwise aware that the Property was not or is not in compliance with all federal, state of Arizona and local laws, ordinances and regulations relating to environmental protection, occupational health and safety, public health and safety or public nuisance or menace (collectively “Environmental Laws”). To the Seller’s actual knowledge there has been no written notice and has no knowledge production, storage, transport, release, spillage or disposal upon the Property of any governmental assessments concerning the Propertyhazardous substances, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of lawhazardous waste, municipal or county ordinances or codeshazardous materials, toxic substances, contaminants, or any other legal requirements with respect substances declared to be hazardous or toxic under any Environmental Laws, except for spillage of aircraft fuel that may occur in the normal course of airplanes fueling and locating on the Property. (e) The To the Seller’s actual knowledge, there is no pending or threatened condemnation or similar proceedings affecting the Property does not violate environmental laws applicable to it or any part thereof and the Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Propertyknowledge that any such proceeding is presently contemplated. (f) This Agreement and all documents required hereby to be executed by the Seller is orare and shall be valid, as of legally binding obligations of, and enforceable against the Closing Date will beSeller, the owner of fee simple, marketable title to the Propertyin accordance with their terms. (g) None Except as otherwise expressly set forth in this Agreement and the Deed, neither the Seller nor its officials, officers, employees, agents, representatives, attorneys or contractors (collectively "Seller’s Parties") have made any representations, guaranties, promises, assurances or warranties, express or implied, to Buyer including, without limitation, any pertaining to the suitability of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any pavingpurpose, sidewalk, curbing, water, sewer, street improvements, other utilities the profitability of owning or other services provided for the benefit of the Seller on the Property of any kind against operating the Property, the physical or environmental condition thereof, the suitability, habitability or merchantability or fitness of the Property for Buyer's intended use or for any use whatsoever, the rentals, income or expenses thereof, the net or gross acreage contained therein, the zoning thereof, the condition of title thereto, the existence or satisfaction of any local, state or federal approvals or permits for the development or use thereof, the availability or existence of water, sewer or other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations utilities, the existence or nonexistence of any hazardous substances or materials in, on or under the Property, or as to any county past, present or local authorities or any homeowners future matter whatsoever. The Seller acknowledges and agrees that this disclaimer has been specifically negotiated and that the Property will be sold in the community regarding condition described in Section 6.01. Buyer acknowledges that it will have the type opportunity to inspect the Property during the Feasibility Period, and during such period, observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and the Property and adjacent areas as Buyer deems necessary. Buyer hereby forever releases and discharges Seller from all responsibility and liability, including without limitation, liabilities and responsibilities for matters relating to the physical, environmental or style of the development legal compliance status of the Property, exceptwhether arising before or after the Effective Date, if anyunder the Comprehensive Environmental Response, for those disclosed in writing to Purchaser during Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended (“CERCLA”), regarding the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Sellercondition, and any person for such labor valuation, salability, rentability or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information utility of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the successful operation presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property). Buyer further hereby waives (and by Closing this transaction will be deemed to have waived) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the Property, except as specifically provided including, without limitation, the landlord’s obligations under the Leases relating to Purchaser in writing during the Feasibility Period. All physical, environmental or legal compliance status of the representations and warranties Property, whether arising before or after the Effective Date. Buyer further hereby assumes the risk of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.changes

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser Buyer that: (a) No personHe owns all right, firm, or entity (except as may be set forth title and interest in this Agreement) has any rights in or right and to acquire the Property or any part thereofIntellectual Property. (b) Seller has received There are no written notice assignments, transfers, conveyances, or Liens affecting his right, title and has no knowledge of any actual interest in or threatened action, litigation, rezoning, condemnation to the Intellectual Property that are currently in force or proceeding by any person, entity or governmental agency, which would affect currently existing that will in the Propertyfuture come into force. (c) Seller has received no written notice the sole right to grant the rights hereunder and has no knowledge of not granted any governmental assessments concerning right or license to any Third Party to use the Intellectual Property, which are unpaidincluding any rights of first or last refusal or other options to negotiate rights in the Intellectual Property. (d) Seller has no knowledge of and has received no written notice of any violation of lawNo royalties, municipal or county ordinances or codes, honoraria or other legal requirements with respect fees are payable to any Third Party for the use of or right to use any Intellectual Property. (e) The Intellectual Property does not infringe any patent, copyright or trademark of any Third Party or otherwise violate environmental laws applicable to it the rights of any Third Party and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there no claim has been no release of a hazardous substance on made or from the Propertythreatened alleging any such violation. (f) To Seller’s knowledge, no Third Party has violated any right of Seller is or, as of in the Closing Date will be, the owner of fee simple, marketable title to the Intellectual Property. (g) None No Third Party has challenged the ownership, use, validity or enforceability of the lots are located in a flood plain areaIntellectual Property. (h) No improvements or repairs have been made or will be made to the Property on behalf None of the Seller during execution, delivery or performance of this Agreement by the 90 days immediately preceding Seller, the Closing Date which will not be paid for in full as consummation by it of its obligations hereunder, or compliance by it with any of the Closing Date, and there provisions of this Agreement will be no outstanding bills incurred for labor, services and materials used result in making improvements the loss or repairs on impairment of the Property on behalf of Seller Seller’s or for services of architects, surveyors the Buyer’s right to own or engineers engaged by Selleruse the Intellectual Property. (i) As Seller will acquire its Shares hereunder for his own account and not with a view to, or for sale in connection with, the distribution thereof within the meaning of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments Securities Act. Seller is an “accredited investor” within the meaning of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for Paragraph (a) of Rule 501 promulgated by the benefit of Securities and Exchange Commission under the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with ClosingSecurities Act. (j) Seller acknowledges that, during the course of this transaction and prior to his acquisition of any Shares hereunder, he has made no representations had the opportunity to any county or local authorities or any homeowners ask questions of and receive answers from representatives of the Buyer concerning the Shares, and to obtain additional information, documents, records and books relative to the Buyer, its business, and an investment in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility PeriodBuyer. (k) All labor performed Seller further represents that he understands and materials supplied for agrees that all certificates evidencing any of the Property Shares whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any other securities laws. These securities have been fully paid by Selleracquired for investment and not with a view to distribution or resale. Such securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in the absence of an effective registration statement covering such securities under the Securities Act of 1933, as amended, and any person for other applicable securities laws, unless the holder shall have obtained an opinion of counsel reasonably satisfactory to the corporation that such labor or materials may claim no mechanic's lien or any other lienregistration is not required.” (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation understands that none of the PropertyShares have been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. Seller agrees not to resell or otherwise dispose of all or any part of the Shares acquired by it except as specifically provided permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. Seller acknowledges and understands that the Buyer does not have any present intention and is under no obligation to Purchaser in writing during register the Feasibility Period. All of Shares or under the representations Securities Act and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearapplicable securities laws.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller hereby represents and warrants to Purchaser thatBuyer, as of the date hereof and the Closing Date, as follows: a. Seller has been duly formed and is validly existing under the laws of its jurisdiction of formation, that it has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations under this Agreement, that the execution and delivery of this Agreement by it and the performance by it of its obligations under this Agreement has been duly authorized by all necessary action on its part, and that this Agreement constitutes a legally binding agreement enforceable against it in accordance with its terms. b. Seller holds marketable title to the Subject Property and Seller has the full right, legal capacity and means to transfer the Subject Property without obtaining the consent or approval of any governmental authority or any other person or entity to which Seller or any of Seller’s property may be subject, subject only to Permitted Exceptions. Seller has not previously granted, conveyed, sold, mortgaged, pledged, hypothecated or otherwise transferred any interest in the Subject Property to any other person or entity. c. Seller has not received written notice of any claims, actions, suits, or other proceedings pending or, to Seller’s Knowledge, threatened by any governmental department or agency, or any other entity or person, pertaining to the Subject Property. d. The execution, delivery, and performance by Seller of this Agreement does not and will not conflict with, or result in the breach or termination of any provision of, or constitute a default under, any indenture, mortgage, deed of trust, lease, contract, or other instrument or agreement or any order, judgment, award, or decree to which Seller is subject or by which the assets of Seller may be bound, or result in the creation of a lien, charge, or encumbrance upon the Subject Property. Provided, however, Xxxxx is aware of the AES Option and that the X.X. Xxxxxx ROFR will need to be resolved before the Closing. e. Other than any general real property taxes for the years 2023 and thereafter, and other matters of public record, there are no liabilities or obligations, including any mortgages or other financial liens, related to the Subject Property which Seller is obligated to satisfy on or before the Closing or any such liabilities and obligations which Buyer may be obligated to satisfy after the Closing and which arise by, through or under Seller. Seller shall satisfy and have released any and all financial liens and mortgages currently encumbering the Subject Property on or before the Closing Date. f. To Seller’s Knowledge, there is no adverse claim or challenge against or to the ownership of the Subject Property nor is there any basis therefor. Except as provided below concerning the AES Option and the X.X. Xxxxxx ROFR, there are no outstanding agreements or rights or options to acquire or purchase the Subject Property or any portion thereof that were entered into by Seller. To Seller’s Knowledge, no person, firm or corporation has any proprietary or possessory interest in the Subject Property other than Seller and Buyer pursuant to this Agreement, and, except for matters of record, no person is entitled to any royalty or other payment in the nature of rent or royalty on any mineral products therefrom. g. To Seller’s Knowledge, all documents delivered to Buyer by Seller pursuant to this Agreement, to the extent in the possession or under the control of Seller, are complete and correct copies of originals. Seller does not make, and shall not be deemed to have made, any representation or warranty with respect to any part or all of the Subject Property Information prepared or submitted by parties other than Seller. h. Except as incident to mining and agricultural operations on the Subject Property, neither Seller nor, to Seller’s Knowledge, has any third party: (ai) No personCaused or permitted the Subject Property to be used to generate, firmmanufacture, refine, transport, treat, store, use, handle, dispose of, transfer, produce, process, contain or be constructed of a “Hazardous Material” (as defined below), except in compliance with all Applicable Law; or (ii) Caused, permitted, authorized, or entity has knowledge of the presence or release or threat of release of any Hazardous Material in, on, under, or migrating to or from the Subject Property; or (except as may be set forth in this Agreementiii) has Received any rights in notice or right other information, whether written or oral and whether actual or to acquire the Property Seller’s Knowledge threatened, from any governmental agency or authority or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, other entity or individual, whether governmental agencyor private, concerning or alleging any liability of Seller or other persons or entities with respect to the Environmental Condition of the Subject Property, or any intentional or unintentional act or omission or any fact or condition which would affect has resulted or which may result in any Environmental Condition in, on, under, or adjacent to the Subject Property. (civ) Seller has received no written notice For purposes of this Agreement, “Environmental Condition” means (i) contamination or pollution of soil, air, surface or groundwater, (ii) the disposal, placement, existence, presence or release of a Hazardous Material and has no knowledge of any governmental assessments concerning the Propertyaffects thereof, which are unpaid. (diii) Seller has no knowledge of and has received no written notice of any noncompliance with or violation of lawApplicable Law including, municipal without limitation, any lack of required governmental permits or county ordinances or codesapprovals, “Hazardous Material” means (iv) any substance, the presence of which requires investigation, remediation, or other legal requirements with respect to the Property. response or corrective action under Applicable Law, or (ev) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of any substance which is defined as a hazardous substance on waste, hazardous substance, extremely hazardous substance, hazardous material, hazardous matter, hazardous chemical, toxic substance, toxic chemical, pollutant or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstancescontaminant, or other conditionssimilar term, which do in or would in any way adversely affect the Propertypursuant to Applicable Law, or (vi) any asbestos or asbestos-containing material, PCBs or equipment or articles containing PCBs, petroleum, diesel fuel, gasoline or other petroleum hydrocarbons, and “Applicable Law” means all existing federal, state or local laws, common law, statutes or regulations, including, without limitation, those relating to the successful operation protection of human health and safety, protection of the Propertyenvironment, except as specifically provided to Purchaser in writing during the Feasibility Period. All or prevention of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearpollution.

Seller’s Representations and Warranties. As (a) To the best of the Effective Date (unless a different date is specified)Seller’s knowledge, Seller represents makes the following representations and warrants warranties to Purchaser thatPurchaser: (ai) Seller is not in possession of any inspections that have not been provided to Purchaser, nor have any inspections been conducted by or on behalf of Seller that have not been provided to Purchaser; (ii) Sellers have truthfully and fully provided to Purchaser any and all information relating to conditions in, on, under or from the Land that is known to the Seller and that is contained in files and records of the Seller, including but not limited to any reports relating to Hazardous Materials in, on, under or from the Land and/or to the condition of the Property; (iii) Seller has not at any time engaged in, caused or permitted any Prohibited Activities or Conditions; (iv) To the best of Seller’s knowledge, no Prohibited Activities or Conditions exist or have existed on the Land owned by Seller; (v) No person, firmevent has occurred with respect to the Land that constitutes, or entity with the passing of time or the giving of notice would constitute, noncompliance with the terms of any environmental permit; (except as may be set forth in this Agreementvi) There are no actions, suits, claims or proceedings pending or, to the best of Seller’s knowledge, threatened that involve the Land and allege, arise out of or relate to any Prohibited Activity or Condition; and (vii) Seller has no knowledge or reason to know of any rights in violation or right condition that would create liability to acquire the Property any owner or operator, with respect to, and has not received any complaint, order, notice of violation or other communication from any Governmental Authority with regard to air emissions, water discharges, or Hazardous Materials, or any part thereofother environmental, health or safety matters affecting the Land. (b) Seller has received no written notice and has no knowledge is the sole owner of the Property with full right to sell or dispose of the same as it may choose at Closing. No other person(s) or entity whatsoever have any actual claim, right, title, interest or threatened actionlien in, litigation, rezoning, condemnation against or proceeding by any person, entity or governmental agency, which would affect to the Property. Seller is not a “foreign person” or “foreign entity” as that term is defined in Section 1445 of the Internal Revenue Code of 1986. (c) Seller has received owes no written notice obligations and has contracted no knowledge of any governmental assessments concerning liabilities affecting the Property, other than those which are unpaidwill be discharged by Seller at or prior to Closing. (d) Seller has no knowledge of and has received no written notice of any violation of lawNo litigation or proceedings, municipal or county ordinances or codeslegal, equitable, administrative, arbitration, or other legal requirements with respect to otherwise, are pending or threatened which might affect the Property, or the consummation of the purchase and sale contemplated by this Agreement. (e) The Property does not violate environmental laws applicable All taxes, whether local, state, or federal levied or assessed related to it and Seller has not used the Property for have been paid in full. There are no pending tax examinations or tax claims asserted against Seller or the generationProperty, storage or handling of hazardous materials or contaminants and there has been are no release of a hazardous substance on or from the Propertybases for any such claims. (f) Seller has no obligations, rights, or benefits under, nor is orit bound by or a party to, as of the Closing Date will beany material contract, the owner of fee simplecommitment, marketable title lease, or instrument relating to the Property. (g) None Seller has the legal authority and power to enter into this Agreement and to complete the Closing and the transactions contemplated within this Agreement, and has complied with the applicable requirements for the North Royalton Charter. Neither the execution nor delivery of this Agreement, nor Seller’s performance of this Agreement, is restricted by, or violates, any contractual or other obligations of Seller, or requires the lots are located in a flood plain areaconsent of any third party. (h) No There is no outstanding assessment for local improvements that has or repairs may become a lien against the Property. Seller knows of no public improvements that have been ordered to be made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will that have not be paid for in full as of the Closing Datebeen completed, assessed, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Sellerpaid for. (i) As To the best of Seller’s knowledge, there are no plans for condemnation or taking by eminent domain of the Closing Date, there will be no unpaid bills Property or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit part of the Property, and Seller on the Property has received no written notice nor official notice of any kind such proceedings against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county None of the Property is located in an area identified by an agency or department of federal, state or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Periodgovernment as having special flood hazards. (k) All labor performed and materials supplied for There are no other sales contracts pending, or concluded within the last 12 months, with respect to the Property, or any part of the property. Except as contemplated by this Agreement, within the last 12 months no part of the Property have been fully paid by Sellerhas been, and any person for such labor or materials may claim no mechanic's lien will be, conveyed or transferred to any other lienparty. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the The foregoing representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall will survive the Closing for a period and the recordation of one (1) yearthe deed.

Seller’s Representations and Warranties. As of Seller makes the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the following representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the to Purchaser, which representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year: A. Seller has full power and authority to enter into this Agreement and to perform and carry out all obligations, covenants and provisions hereof. B. Seller has received no notice that the Property is now in violation of any laws, governmental orders, regulations, statutes or ordinances with the exception of a Notice of Violation dated August 15, 2000, a copy of which has been previously provided to Purchaser. C. Seller has not contracted for the furnishing of labor or materials to the Property which will not be paid in full prior to Closing, or which would give rise to a claim of a construction lien D. Seller has no notice of and there is no pending or, to the best of Seller's knowledge, threatened litigation, administrative action or examination relating to the Property before any court, or any federal, state or municipal governmental department, commission, board, agency or instrumentality thereof with the exception of a pending construction project for effluent conduit and rain improvement and a potential temporary or permanent easement with respect to same (i.e., Detroit Water and Sewer Department, Oakwood CSO control facility and Pump Station ("Project"). E. Upon execution of this Agreement, Seller shall furnish to Purchaser a copy of the notice received by Seller regarding a potential City of Detroit wastewater treatment facility near the Property, which may include the granting, taking of certain easement rights and/or loss of the railroad side track currently benefiting the Property. Purchaser shall have the right to evaluate this matter during Purchaser's Inspection Period. Any money or damage award paid to the owners or occupants of the Property at any time after the date of this Agreement shall be the property of Purchaser if the transaction closes. Seller shall not grant any deeds, easements or other property rights to the City of Detroit or anyone else without first obtaining the prior written authorization and consent of Purchaser. F. Performance of this Agreement by Seller will not result in a breach of, or constitute a default under, or result in the imposition of, any lien or encumbrance upon the Property under any agreement or other instrument to which the Seller is a party or by which Seller or the Property is bound, except as referenced in Paragraph 9.B. of this Agreement. G. To the best of Seller's actual knowledge, there are no latent or hidden material adverse environmental conditions respecting the Property except those matters set forth in any environmental reports or documents which are in the possession or control of Seller or Seller's counsel. To the best of Seller's actual knowledge, a list of all such environmental reports and documents is described in the attached EXHIBIT "B" ("Environmental Reports"). Seller shall furnish Purchaser with a complete copy of all Environmental Reports within five (5) business days after full execution of this Agreement.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)material inducement to Purchaser to execute this Agreement and consummate this transaction, Seller represents and warrants to Purchaser thatas follows: (a) No personA. Seller is duly organized, firmvalidly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the state in which the Property is located. B. Seller has all requisite and necessary power and authority to execute and deliver this Agreement and to perform Seller's obligations hereunder or contemplated hereby. C. The execution, delivery and performance by Seller of its obligations under this Agreement will not result in a breach of any of the terms or provisions of, or entity constitute a default (except as may be or a condition which, upon notice or lapse of time or both, would constitute a default) under any agreement, instrument or obligation to which Seller is a party or by which Seller is bound and will not constitute a violation of any law, regulation, order, judgment, writ, injunction or decree applicable to Seller of any court of other governmental authority having jurisdiction over Seller. D. There are no judgments, actions, suits or proceedings existing or pending (or, to the best of Seller's knowledge threatened) against Seller, at law or in equity, before or by any governmental authority having jurisdiction over Seller, which could have a material and adverse effect upon its performance of this Agreement. E. This Agreement is the legal and binding obligation of Seller, enforceable against Seller in accordance with its terms. F. To the best of Seller's knowledge, the list of the Service Contracts set forth on Exhibit F annexed hereto, and the Rent Roll set forth on Exhibit G are true and complete in this Agreement) has any rights in or right all material respects and there are no oral agreements with anyone, including Tenants, with respect to acquire the Property or any part portion thereof. (b) G. To the best of Seller's knowledge, there are no condemnation proceedings pending affecting the Property, nor has Seller has received no any written notice and has no knowledge notices of any actual litigation or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect violations of laws affecting the Property. H. All of the present Leases are in writing, on a standard form and, are (ca) in full force and effect and (b) valid and binding agreements of, and fully enforceable in accordance with their terms against, the tenants. I. The Leases will not be amended in any way after the date hereof, other than in the ordinary course of business without the prior, written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned and delayed. Purchaser, unless it otherwise shall advise Seller has received in writing within three (3) days following Seller's request for such consent, shall be deemed to have consented to any such amendment. J. To the best of Seller's knowledge and except as stated in the Rent Roll, there are no written notice and has no knowledge uncured defaults on the part of any governmental assessments concerning party to any of the PropertyLeases, which are unpaidand Seller is in full compliance with all of lessor's obligations thereunder. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) K. None of the lots are located in a flood plain arearentals due or to become due under the Leases will be assigned, encumbered, or subject to any liens at the Closing other than the Permitted Exceptions. (h) No improvements or repairs have been made or will be made L. To the best of Seller's knowledge the operating statements provided to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for Purchaser are accurate in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Sellerall material respects. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As Seller hereby makes the following representations and warranties to Purchaser, each of which shall be true on the Effective Date (unless a different and on the date of Closing. Seller shall immediately provide Purchaser with written notice of any event which would make any representation or warranty set forth below materially incorrect or untrue, and upon receipt of such notice, Purchaser may elect to terminate this Agreement. Upon Purchaser’s election to terminate, this Agreement shall be without any further force and effect, and without further obligation of either part to the other. If this Agreement is specified)terminated under this section, Seller represents and warrants the Xxxxxxx Money Deposit shall be returned to Purchaser that:Purchaser. (a) No personSeller has full power and authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, firmand all actions of Seller necessary to confer such authority upon the persons executing this Agreement and such other documents will have been, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereofwill be, taken. (b) Seller has not received no any written notice and has no knowledge from any governmental authorities or regulatory agencies that eminent domain proceedings for the condemnation of any actual the Property are pending or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Propertythreatened. (c) Seller has not received no any written notice of pending or threatened investigation, litigation or other proceeding before a local governmental body or regulatory agency which would materially and has no knowledge of any governmental assessments concerning adversely affect the Property, which are unpaid. (d) Seller has no knowledge of and has not received no any written notice from any governmental authority or regulatory agency that Seller’s use of the Property is presently in violation of any violation of applicable zoning, land use or other law, municipal order, ordinance or county ordinances or codes, or other legal requirements with respect to regulation affecting the Property. (e) The To Seller’s knowledge, no special or general assessments have been levied against the Property does not violate environmental laws applicable to it except those disclosed in the Preliminary Title Report, and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Propertyreceived written notice that any such assessments are threatened. (f) Seller is or, as not a “foreign person” for purposes of Section 1445 of the Closing Date will be, the owner of fee simple, marketable title to the PropertyInternal Revenue Code. (g) None Seller is a Washington municipal corporation, duly formed and organized, validly existing and in good standing under the laws of the lots are located in a flood plain areaState of Washington. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As In consideration of Buyer's entering into this Agreement and as an inducement to Buyer to purchase the Effective Date (unless a different date is specified)Real Property from Seller, Seller represents makes the following representations and warrants warranties to Purchaser thatBuyer: (a) No personSeller has the legal right, firmpower and authority to enter into this Agreement and to consummate the transactions contemplated hereby, or entity (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 may be otherwise expressly set forth in this Agreement) has any rights in or right to acquire the Property or any part thereofherein. (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 (as such term is defined below), except as disclosed on SCHEDULE 1 attached hereto, Seller has received no written notice and has no knowledge from any governmental agency of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect proceedings relating to the Property. (ed) The Property does not violate environmental laws applicable to it and To Seller's Actual Knowledge, except as disclosed on SCHEDULE 1 attached hereto, Seller has not used received written notice of any litigation which has been filed against Seller that arises out of the ownership of the Property for and would materially affect the generationProperty or use thereof, storage or handling Seller's ability to perform hereunder. (e) To Seller's Actual Knowledge, except as disclosed on SCHEDULE 1 attached hereto, Seller has not received written notice from any governmental agency of hazardous materials any uncured violation of any federal, state or contaminants and there has been no release local law relating to the use or operation of a hazardous substance on the Property which would materially adversely affect the Property or from the Propertyuse thereof. (f) To Seller's Actual Knowledge, Seller is or, as has made available to Buyer all material documents in its possession with respect to the physical condition of the Closing Date will beProperty, or that would be binding upon the owner Property after the Close of fee simple, marketable title to Escrow and that are not recorded against the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will To Seller's Actual Knowledge, Seller's property manager, CB Xxxxxxx Xxxxx, has not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated committed fraud in connection with Closing. (j) Seller has made no representations to its preparation of any county or local authorities or any homeowners in the community regarding the type or style of the development Property related operational financial information made available to Buyer as part of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility PeriodProperty Information. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective date hereof and as of the Closing Date (unless a different date is specifiedas evidenced by Seller’s downdate certificate to be provided at Closing), Seller represents represents, warrants and warrants covenants to Purchaser that: (a) No personOther than the Tenant under the Lease, firmwhich Lease shall be effective at Closing, or entity (except as may there are and there will be set forth no parties in this Agreement) has possession of any rights in or right to acquire portion of the Property as lessees or any part thereof. (b) Seller sublessees, and no other party has received no been granted an oral or written notice and has no knowledge license, lease, sublease, option, purchase agreement or other right pertaining to the use, purchase or possession of any actual portion of the Property. Except as otherwise disclosed, all Contracts are valid and binding in accordance with their respective terms and conditions, are in full force and effect, and have no uncured breach or threatened action, litigation, rezoning, condemnation or proceeding default by any personparty, entity and no off-sets or governmental agencydefenses are available to any party under any Contract. All Contracts are cancellable upon not more than thirty (30) days prior written notice. There are no leasing brokerage agreements, which would affect leasing commission agreements or other agreements providing for the Property. (c) Seller has received no written notice and has no knowledge payment of any governmental assessments concerning the Propertyamounts, which are unpaid. (d) Seller has and no knowledge of and has received no written notice of any violation of lawcommissions due, municipal or county ordinances or codes, or other legal requirements for leasing activities with respect to the Property. (eb) The Property does not violate environmental laws applicable to it and Seller has not used received notice of any default (nor is there any default) under any note, mortgage, deed of trust or other security interest or loan document or indebtedness related to or secured by the Property. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated and the compliance with the terms and provisions hereof will not conflict with or (with or without notice or the passage of time or both) result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, loan agreement or instrument to which the Seller is a party or by which the Seller or the Property for is bound, any applicable regulation or any judgment, order or decree of any court having jurisdiction over the generation, storage Seller or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (fc) The Seller has not received any notice, nor is orthe Seller aware, as of the Closing Date will beany violation of any ordinance, the owner of fee simpleregulation, marketable title law, statute, rule or restriction relating to the Property. (gd) None of the lots There are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Dateno attachments, and there will be no outstanding bills incurred for laborexecutions, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided assignments for the benefit of the Seller on the Property of creditors, or voluntary or involuntary proceedings in bankruptcy or under any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien applicable debtor relief laws or any other lien. (l) litigation contemplated by or pending or threatened against the Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatBuyer as follows: (a) No person, firm, or entity (except 1. Seller has full authority to sign this Agreement and all documents to be executed by Seller as may be set forth in contemplated by this Agreement. The individual(s) has any rights executing this Agreement and all such documents contemplated by this Agreement on behalf of Seller are duly elected or appointed and validly authorized to execute and deliver the same. 2. This Agreement constitutes a legal, valid and binding obligation of Seller and, together with each of the documents to be executed by Seller as contemplated by this Agreement, is enforceable against Seller in or right accordance with its terms. 3. To Seller’s knowledge, Seller owns good and marketable fee simple title to acquire the Property or any part thereofthat is insurable, subject only to the Permitted Exceptions. (b) 4. Except for pending eviction actions, Seller has not received no written notice and has no knowledge of any actual legal actions, suits or other legal or administrative proceedings pending or threatened action, litigation, rezoning, condemnation against Seller or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, and Seller is not aware of any facts which are unpaidmight result in any such action, suit or other proceeding. (d) 5. To Seller’s knowledge, the Property does not contain any hazardous wastes, hazardous substances, hazardous materials, toxic substances, hazardous air pollutants or toxic pollutants as those terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act and the Clean Water Act, and in any amendments thereto, or in any regulations promulgated pursuant thereto, or in any applicable state or local law, regulation or ordinance. 6. Seller has no knowledge of and has received no written notice of (i) any violation of law, municipal condemnation or county ordinances zoning change affecting or codes, or other legal requirements contemplated with respect to the Property. ; (eii) The Property does not violate environmental laws any changes contemplated in any applicable to it and Seller has not used laws, ordinances or restrictions affecting the use of the Property for the generation, storage as a mobile home park; or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (fiii) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or any liens for past due taxes or assessments of any nature(governmental or private), for any pavingeither pending or confirmed, with respect to sidewalk, curbingpaving, water, sewer, street improvements, other utilities drainage or other services provided for the benefit of the Seller improvements on or adjoining the Property of or with respect to any kind against the Propertyproperty owners’ association, declaration or easement agreement (other than those items which the lien of ad valorem property taxes that are pro-rated in connection with Closingnot yet due and payable). (j) 7. To Seller’s knowledge, Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Sellercomplied and are currently in compliance with all applicable laws, ordinances, regulations, statutes, rules, restrictions and any person for such labor inspection requirements pertaining to or materials may claim no mechanic's lien or any other lienaffecting the Property. (l) 8. The Due Diligence Materials delivered by Seller has no knowledge or information to Buyer in accordance with this Agreement are full, complete and accurate copies of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearDue Diligence Materials within Seller’s possession.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)material inducement to Purchaser, Seller represents and warrants to Purchaser that, as of the date of this Agreement and as of the Closing Date: (a) No personthere are no actions, firmsuits, or entity (except as may be set forth in proceedings pending, or, to the knowledge of Seller, threatened, against Seller or the Premises, or involving the validity or enforceability of this Agreement) has any rights in , including, but not limited to, petitions under the Bankruptcy Act of 1978 or right to acquire other petitions for reorganization or for debtor relief or for the Property or any part thereof.appointment of a receiver; (b) the execution and delivery of this Agreement by Seller and the performance and observance of the terms have all been authorized by all necessary actions of Seller. This Agreement has received no written notice been duly executed and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding delivered by any person, entity or governmental agency, which would affect the Property.Seller. This Agreement is in full force and is enforceable against Seller in accordance with its terms; (c) Seller has received no written notice owns good, Marketable, and has no knowledge Insurable fee simple title free of any governmental assessments concerning all Title Defects for the real property. Seller owns good title free of all Title Defects for the balance of the Property, which are unpaid.; (d) Seller has no knowledge of and has received no written notice of the Premises have not suffered any violation of lawdamage by fire, municipal or county ordinances or codeswindstorm, or other legal requirements with respect hazard that is not fully covered by insurance (or if covered by insurance, that would make it economically impractical for the Premises to be restored or repaired) and that have not been fully restored, repaired, and rebuilt and no condemnation or other proceedings prohibiting the Property.full use of the Premises as originally contemplated by the parties have been instituted or threatened; (e) The Property does not violate environmental laws applicable to it and Seller has not used not, without the Property prior written approval of Purchaser, incurred any liability or obligation for leasing commissions to any broker or agent in connection with the generation, storage or handling making of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property.Leases; (f) Seller is orthe Plans and Specifications and the Premises, as when Completed, will comply with all applicable Requirements of the Closing Date will be, the owner of fee simple, marketable title to the Property.Governmental Authorities having jurisdiction; and (g) None the Improvements, when Completed in accordance with the Plans and Specifications, as previously approved by the City of the lots are located in a flood plain area. (h) No improvements or repairs have been made or Atwater, will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Sellerstructurally sound. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As Except as otherwise set forth in the disclosure schedule attached hereto, Seller hereby represents and warrants to Buyer that as of the Effective Date (unless a different date is specified)and, Seller represents and warrants subject to Purchaser thatSection 7(b) below, as of the Closing Date: (ai) No personother person or entity has a contract or option to purchase, firmletter of intent, right of first refusal or first offer, or entity (except as may be set forth in this Agreement) has any similar rights in or right with respect to acquire the Property or any part thereofthat is now outstanding. (bii) Seller has the right to transfer fee simple ownership to the Property to Buyer. (iii) To Seller’s knowledge, Sxxxxx has received no notice from any governmental authority with jurisdiction over the Property of any current violation by the Property of any laws or regulations applicable to the Property. Seller shall immediately provide Buyer with a copy of any such notices received after the Effective Date. (iv) There are no leases, licenses, or agreements for occupancy currently in effect with respect to all or any portion of the Property. (v) There are no contracts or agreements relating to the ownership, operation and maintenance of the Property that will survive the Closing, other than the Assumed Contracts. To Seller’s knowledge, there are no defaults under or with respect to the Assumed Contracts. (vi) There is no litigation pending or threatened against Seller that arises out of Seller’s ownership or operation of the Property. (vii) To Seller’s knowledge, no condemnation or eminent domain proceedings are pending or threatened against the Property. (viii) The Due Diligence Items delivered to Buyer are true and complete copies of the same documents (originals or copies) that are in Seller’s possession and used in connection with the operation and management of the Property. None of the Due Diligence Items provided to Buyer has been amended, modified or terminated except as disclosed in writing to Buyer. (ix) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal Environmental Laws or county ordinances the presence or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance Hazardous Materials on or from the Property. (f) Seller is or, Property in violation of Environmental Laws except as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located may be disclosed in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes any environmental reports or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners included in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility PeriodDue Diligence Items. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.“

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)In addition to other representations herein, Seller represents and warrants to Purchaser Buyer now and as of the date of closing that: (a) No person8.1 Seller has full power and authority to execute this Agreement and perform Seller's obligations and duties hereunder; 8.2 The Property is not subject to any leases, firmtenancies or rights of persons in possession; 8.3 Neither the Property nor the sale of the Property violates any applicable statute, ordinance or entity (except as may be set forth in this Agreement) has regulation, nor any rights in order of any court or right any governmental authority or agency, pertaining to acquire the Property or the use occupancy or condition thereof; 8.4 Seller is unaware of any part thereof.material defect in the Property; (b) 8.5 All persons and entities supplying labor, materials and equipment to the Property have been paid and there are no claims or liens; 8.6 There are no currently due and payable assessments for public improvements against the Property and Seller is not aware of any local improvement district or other taxing authority having jurisdiction over the Property in the process of formation; 8.7 The Property has legal access to all streets adjoining the Property; 8.8 Seller has received no written notice good and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property.; (g) None 8.9 Seller is not a "foreign person" for purposes of Section 1445 of the lots are located Internal Revenue Code. Prior to closing, Seller shall execute and deliver to Closing Agent an affidavit in a flood plain area.order to meet the Foreign Investment in Real Property Tax Act ("FIRPTA") requirements of I.R.C. # 1445; and (h) No improvements or repairs have been made or will be made to 8.10 Seller has not received notification of any kind from any agency suggesting that the Property on behalf is or may be targeted for a Superfund or similar type of cleanup. To the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as best of the Closing DateSeller's knowledge, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on neither the Property on behalf of Seller nor any portion thereof is or for services of architects, surveyors or engineers engaged by Seller. has been used (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit storage, disposal or discharge of oil, solvents, fuel, chemicals or any type of toxic or dangerous or hazardous waste or substance, (ii) as a landfill or waste disposal site, and (iii) does not contain any underground storage tanks. Seller at its sole cost and expense shall within ninety (90) calendar days after Closing complete the Seller on demolition and removal from the Property of the vacant former Ernst Hardware building and garden yard shown on Exhibit A (the "Demolition Site") including but not limited to all concrete slabs, footings, foundations, underground utilities and any kind against other related items. Seller at its own cost and expense shall provide an environmentally clean Demolition Site with certifications by the Propertyapplicable local, state and federal agencies including but not limited to the removal of asbestos, all underground storage tanks, pipelines, all contaminated soils and any other than those toxic, hazardous or contaminated materials, wastes and other related items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed governed by environmental protection and hazardous and toxic wastes and materials supplied for the Property have been fully paid by Sellerlaws, statutes, regulations, ordinances and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) requirements. Seller has no knowledge or information of any factsagrees to indemnify, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify defend and hold Buyer harmless the other party for from and against any and all loss, damagesdamage, claims, penalties, liability, suits, costs and expenses (including, without limitation, reasonable attorneys' fees) and also including without limitation, costs of remedial action or liabilities cleanup, suffered or incurred due by Buyer arising out of or related to any such use of the Property, or portion thereof, occurring prior to the inaccuracy thereof. This indemnity shall survive conveyance to Buyer or as a result of Seller's failure to clean up the Closing for a period of one (1) yearDemolition Site and provide the required certifications.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that:that as of the date of this Agreement (unless otherwise stated below): (ai) No personSeller is a duly formed and validly existing limited partnership organized under the laws of the Commonwealth of Pennsylvania. Seller is authorized to own and convey title to land in Pennsylvania. (ii) Seller has the full legal right, firmpower 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 person signing this Agreement on behalf of Seller is authorized to do so. (iii) There is no threatened or pending litigation, nor has Seller 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 entity that would affect title to the Property after Closing or the enforcement of any of the Leases, or that would materially and adversely affect the financial condition or operation of the Property. (except iv) Purchaser has been given access to, or possession of, complete and accurate copies of the Leases, the Permits and Licenses, the Guaranties and Warranties, the Service Contracts and the Plans and Reports (and all amendments thereto) existing as may be of the date of this Agreement. (1) The information contained in the Lease Schedule is complete and accurate as of the date hereof; and (2) there are no leases, or tenancies or other rights to occupy the Property as of the date hereof other than those set forth in this Agreement) has any rights in or right to acquire the Property or any part thereofLease Schedule. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation Except as set forth in the Lease Schedule: (1) No action or proceeding has been threatened against or instituted against Seller by any persontenant of the Property which is presently pending in any court, entity including claims involving personal injury or governmental agencyproperty damage, which would affect other than those referred to in Exhibit L attached hereto and made a part of this Agreement and, with the Propertyexception of claims or offsets referred to in Exhibit M, there are no outstanding written claims for rent offsets or claims of Landlord default by any tenants against Seller. (c2) Seller has received holds no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaidother security or tenant deposits. (d3) 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 or which will not be paid in full by Seller prior to or at Closing except as set forth in Exhibit R. (5) Each Lease is in full force and effect. (6) No default exists on the part of Seller or any tenant under any Lease. (7) No tenant has any defense, offset or counterclaim against or with respect to rent and other sums payable by it under its Lease except as set forth in its Lease. (8) There are no concessions, free rent periods, tenant improvement obligations, landlord construction obligations or improvement allowances to any tenant not specified in the applicable Lease. (9) All tenants are in occupancy and continuously operating their premises. (a) Except as described in the documents set forth on Exhibit N ("Environmental Reports"): (1) Seller has no knowledge of and has received no written notice Knowledge of any violation of lawfailure to comply with any applicable laws, municipal or county ordinances or regulations, ordinances, codes, judgments, or other legal governmental requirements (collectively, "Laws") with respect to the use, occupancy, construction or condition of the Property (collectively, "Violations"), including without limitation zoning, planning, building, safety, health, electrical, plumbing, or fire Laws and "Environmental Laws" (as defined below) which has not been corrected to the satisfaction of the appropriate governmental authority prior to the date of this Agreement. (2) No notice has been received from any insurer of the Property requesting any improvements, alterations, additions, corrections, or other work in, on or about the Property. Purchaser shall be promptly notified if any such notice is received by Seller or its manager. (b) Without limiting the preceding subparagraph (a), except as described in the Environmental Reports: (1) No enforcement action for violation of Environmental Laws has been or is now pending or, to Seller's Knowledge, is threatened by any governmental authority with respect to the Property. (e2) The Property does not violate environmental laws applicable to it and Seller has not used To Seller's knowledge, no Hazardous Substance is present on the Property for the generationthat is handled or stored in a manner, or is present in quantities, which require remediation under or otherwise violates applicable Environmental Laws. (3) There are no above-ground or, to Seller's knowledge, underground storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from tanks at the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may Buyer that the following statements are true on the Effective Date of this Agreement and will be set forth in true on the Closing Date and shall survive the Closing: Seller has all power and authority legally necessary to enter into this Agreement, to execute and deliver all Closing documents and to sell the Property in accordance with the terms and conditions of this Agreement. There is no existing or, to Seller’s knowledge, threatened, proposed or contemplated litigation, action, administrative proceeding or assessment (including, without limitation, eminent domain proceedings or public improvement assessments) has against the Property or Seller which would adversely affect the Property or Seller’s ability to perform its obligations under this Agreement or under any rights in documents executed by Seller pursuant to this Agreement. Neither Seller’s execution of this Agreement nor performance by Seller of any of its obligations hereunder, including, without limitation, the transfer, assignment and sale of the Property contemplated by this Agreement (1) violates or right shall violate any written or oral agreement or instrument to acquire which Seller is a party or is bound or which affects the Property or any part thereof. of it or (b2) shall constitute or result in violation or breach by Seller has received no written notice and has no knowledge of any actual judgment, order, writ, induction or threatened actiondecree issued or imposed upon Seller, litigationor to the best of Seller’s knowledge, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge will result in violation of any governmental assessments concerning laws or conditions or restrictions relating to Seller or the Property, which are unpaid. and no approval, consent, order, authorization, designation filing (d) other than recording), registration, notification of, by or with any judicial or governmental authority is required in conjunction with Seller’s execution of this Agreement and/or performance of its obligations hereunder. Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445, and any related regulations. Seller has no knowledge of and not received any written notice to the effect that any condemnation or involuntary rezoning proceedings are pending or threatened with respect to the Property. Seller has not received no written notice of any violation of lawany laws affecting any portion of the Property issued by any governmental entity that remains uncured and, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and knowledge of Seller, Seller has not used violated in any material respect or failed to comply in any material respect with any laws. All of Seller’s architects, engineers, surveyors, contractors, subcontractors, material men, laborers and suppliers who have provided labor, materials or services to the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the prior to Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made paid in full at or prior to Closing. There are no undisclosed legal or equitable interests in the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments arising out of any natureagreements to which Seller is a party and which (a) are not of record, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities (b) are not set forth in this Agreement and (c) could be binding upon Buyer at or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with subsequent to Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatthat the following are true, accurate and complete as of the Effective Date and will be true, accurate and complete as of Closing: (a) No personSeller is a limited liability company duly organized, firm, or entity (except as may be set forth validly existing and in this Agreement) has any rights in or right to acquire good standing under the Property or any part thereoflaws of the state of Oregon. (b) Seller Seller, and any individual executing this Agreement on Seller’s behalf, has received no written notice the power to execute, deliver and perform this Agreement and has no knowledge taken all actions required to authorize the due execution and delivery of this Agreement. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Articles of Organization or Operating Agreement of Seller, or any provision of any agreement, instrument, order judgment or decree to which either Seller is a party or by which it or any of its assets are bowd. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by Seller and constitute Seller’s legal, valid and binding obligations. (c) There are no actions, suits, claims or other proceedings pending or, to Seller’s actual knowledge, threatened against the Property or threatened action, litigation, rezoning, condemnation Seller that could affect Seller’s ability to perform its obligations under this Agreement in a timely manner or proceeding by that could affect any person, entity portion of the Property or governmental agency, which would affect Seller’s interest in the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) The copies of the Lease and the Tenant Lease provided by Seller has to Purchaser is a true and complete copy of the Lease and the Tenant Lease, and all amendments thereto, and the Lease and the Tenant Lease are in full force and effect with all rents paid currently and no knowledge current events of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Propertydefault thereunder. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simplethe Improvements. Seller will indemnify and hold Purchaser and its directors, marketable title to officers, shareholders, employees and agents, each person who controls such Purchaser (within the Property. (g) None meaning of the lots are located federal securities laws) and the directors, officers, shareholders, agents, or employees of such, controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlement, court costs and reasonable attorneys’ fees and costs of investigation asserted by any third party unrelated to a flood plain area. (h) No improvements Purchaser Party that any such Purchaser Party may suffer or repairs have been made incur as a result of or will be made relating to the Property on behalf any breach of any of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Daterepresentations, and there will be no outstanding bills incurred for laborwarranties, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstancescovenants, or other conditions, which do or would agreements made by Seller in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Periodthis Agreement. All of the The representations and warranties of Seller shall be true set forth in clauses (c) and correct as (d) above are limited to the actual knowledge of Xxxxxxx X. Xxxxxx, a member of Seller. Seller further represents and warrants to Purchaser that Xxxxxxx X. Xxxxxx is the Closing Date and member, officer or employee of Seller shall re-certify with the most knowledge concerning the subject matter of these representations and warranties on warranties. In the Closing Date event of a breach of any of Seller’s representations and shall indemnify and hold harmless the other party for warranties, Purchaser may not pursue any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearremedies against Xxxxxxx X. Xxxxxx individually.

Seller’s Representations and Warranties. As In order to induce Buyer to enter into this Agreement and to consummate the purchase of the Property, Seller hereby represents and warrants to Buyer as of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatas of the Closing as follows: (a) No person, firm, or (i) Seller is the entity specified in the introductory paragraph to this Agreement and is qualified to do business and in good standing under the laws of the State of Missouri; and (except as may be set forth in ii) Seller has been duly authorized to enter into and perform its obligations under this Agreement, which is valid, binding, and enforceable against Seller in accordance with its terms (subject to general creditor’s rights and equitable principles) has and does not violate any rights in agreement or right judicial order to acquire which Seller is a party or to which it or the Property or any part thereofis subject. (b) There is not now pending nor, to the best of Seller's knowledge and belief has there been threatened, any investigation, demand, action, suit, or proceeding relating to the Property before or by any agency, court, or other governmental authority. Seller has not received no written any notice from any federal, state, county or municipal governmental authority alleging any fire, health, safety, building, pollution, environmental, zoning or other legal violation with respect to the Property, which has not been entirely corrected in accordance with applicable law. To the best of Seller’s knowledge and has no knowledge belief, the Property is not in violation of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Propertyapplicable law. (c) Seller has received Except as set forth in the hazardous waste and/or environmental studies and reports included in the Due Diligence Documents to be provided to Buyer, to the best of Seller’s knowledge and belief, no written notice and has no knowledge of any governmental assessments concerning hazardous materials have been released at the Property, and none are currently located on the Property which are unpaidnot being stored and maintained in accordance with all applicable laws. (d) Seller has There are no knowledge of and has received no written notice of any violation of lawspecial assessments, municipal or county ordinances or codestakings, or other legal requirements with respect governmental actions filed, pending or, to the best of Seller’s knowledge and belief, proposed, against the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage There are no option or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from right-of-first-refusal agreements affecting the Property. . There are no Contracts (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, exceptAssigned Contracts, if any, for those disclosed ). Seller is not in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Sellerdefault of, and any person for such labor or materials may claim to the best of its knowledge and belief no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for is in default of, and no event or circumstance has occurred which, after notice or opportunity to cure would constitute such a default of, any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearAssigned Contract.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (bi) Seller has received the full right, power, and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under this Agreement, (ii) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller's assets is bound, (iii) there is no written notice and existing or pending (or to Seller's knowledge threatened) litigation affecting Seller or the Property, (iv) Seller has no knowledge of of, and has not received any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of, any violation of any governmental assessments requirements (including "Environmental Requirements", as defined below) concerning the Property, which are unpaid.have not been remedied, (dv) Seller has no knowledge of of, and has received no written notice of any violation of lawnot received, municipal or county ordinances or codes, or other legal requirements with respect to the Property., written notice from any governmental authority regarding, any change to the zoning classification, any condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Property or that otherwise affects the Land or the Improvements, (evi) The Property does not violate environmental laws applicable to it the list of contracts attached hereto as Exhibit "E" (the "Contracts"), is a true, correct and Seller has not used complete list of all service contracts, equipment leases and/or maintenance agreements affecting the Property for the generationProperty, storage or handling of hazardous materials or contaminants and there has been are no release of a hazardous substance on or from other such agreements affecting the Property., (fvii) Seller is ornot a "foreign person" within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, (viii) except for those tenants in possession of the Closing Date will be, the owner of fee simple, marketable title to Property under written leases for space in the Property., as shown on the rent roll attached hereto as Exhibit "F" (the "Rent Roll"), there are no parties in possession of, or claiming any possession to, any portion of the Property, (gix) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the at Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes claims in connection with any repair of the Property by or assessments on behalf of Seller that could result in the filing of a lien against the Property, (x) the Rent Roll (which is effective as of the date indicated thereon), and as the same shall be updated and recertified at Closing by Seller, is and shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent have been given other than those reflected on such Rent Roll, (xi) the financial statements delivered by Seller to Purchaser pursuant to Section 4.1 hereof, and all other information delivered by Seller to Purchaser pursuant to Section 4.1 hereof, are true, correct and complete in all material respects, (xii) Seller has no knowledge, and has received no notice, regarding any environmental contamination on, at or adjacent to the Property, (xiii) Seller has not received any written or verbal notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any naturework or alterations with respect to the Property, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities except those as to which Seller has completed remedial action which has been formally accepted as sufficient by such authority or other services provided for the benefit of the Seller on the Property insurer, (xiv) there are no employment agreements of any kind against to which Seller is a party, including union or collective bargaining agreements, which will be binding on Purchaser after the Property, other than those items which are pro-rated in connection with Closing., (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (lxv) Seller has no knowledge or information of any factsmaterial defects in the drainage systems, circumstancesfoundations, roofs, walls, superstructures, plumbing, air conditioning and heating equipment, electrical wiring, boilers, hot water heaters or other portions of the Property, and to the best of Seller's knowledge, the Improvements were constructed substantially in accordance with the plans and specifications for the construction thereof, (xvi) to the best of Seller's knowledge, the Improvements are free from the presence or suspected presence of any form of mold, including those producing mycotoxins, specifically including, but not limited to, Aspergillus, Penicillium, and Stachybotrys, (xvii) to the best of Seller's knowledge, there are no underground storage tanks located on or under the Property, there are no conditions on, at or relating to the Property which are in non-compliance with "Environmental Requirements" (as defined below), and there are no "Hazardous Materials" (as defined below) on, in or under the Property in quantities that require reporting, investigation or remediation under Environmental Requirements, (xviii) attached hereto as Schedule "B" and incorporated herein by reference, is a true, correct and complete list of all of the Loan Documents, and there are no liens encumbering the Property other than the Mortgage, (xix) there are no defaults under the Loan Documents, nor have any events occurred which with the passage of time or the giving of notice or both would constitute a default under the Loan, the current unpaid principal balance of the Note is Three Million Forty Thousand and no/100 Dollars ($3,040,000.00), and there are no, and at Closing there shall be no, property management agreements affecting the Property. Seller shall deliver a certificate to Purchaser at Closing updating and recertifying all of the foregoing representations and warranties to Purchaser as of the Closing Date. All of the foregoing representations and warranties expressly shall survive the Closing. (b) For purposes of this Agreement, "Hazardous Materials" shall mean any substance which is or contains (i) any "hazardous substance" as now or hereafter defined in Section 101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.) ("CERCLA") or any regulations promulgated under CERCLA; (ii) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) ("RCRA") or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.); (iv) gasoline, diesel fuel, or other conditionspetroleum hydrocarbons; (v) asbestos and asbestos containing materials, which do or would in any way adversely affect form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) any radioactive material, including any "source material", "special nuclear material" or "byproduct material", as now or hereafter defined in 42 U.S.C. Section 2011 et seq.; and (ix) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under "Environmental Requirements" (as defined below) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. Further, for purposes of this Agreement, "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the successful operation use of the Property, except as specifically provided relating to Purchaser in writing during pollution, the Feasibility Period. All protection or regulation of human health, natural resources, or the representations and warranties environment, or the emission, discharge, release or threatened release of Seller shall be true and correct as of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all lossenvironment (including, damageswithout limitation, costs ambient air, surface water, ground water or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearland or soil).

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatBuyer as follows: (a) No personSeller is a corporation duly organized and validly existing under the laws of the State of Idaho. Execution of this Agreement by Seller and its delivery to Buyer have been duly authorized by its respective members, firmand no further action is necessary on the part of Seller to make this Agreement fully and completely binding upon Seller in accordance with its terms. The execution, delivery, and performance of this Agreement will not conflict with or constitute a breach or default under the organizational documents of Seller or, to Seller’s knowledge, (i) any material instrument, contract, or entity other agreement to which Seller is a party which affects the Property; or (except as may be set forth in this Agreementii) has any rights in or right to acquire the Property statute or any part thereofregulation, order, judgment, or decree of any court or governmental authority. (b) Seller has received no written notice and has no knowledge is not a “foreign person”, “foreign partnership”, “foreign trust” or “foreign estate”, as those terms are defined in Section 1445 of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the PropertyInternal Revenue Code. (c) There is no action, litigation, investigation, condemnation or proceeding of any kind pending or to the best knowledge of Seller threatened against Seller or any portion of the Property which would prevent Seller from performing its obligations under this Agreement. Seller has received no written notice and has no knowledge not commenced any claim, suit, action or other proceeding of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements kind against a third party with respect to the Property. (d) Seller is the sole fee owner of the Property and has good and marketable title thereto. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property obtained, or will obtain before Closing, all licenses, permits, and approvals of any governmental authorities necessary for the generationoperation of an office building on the Property. No violations are or have been recorded in respect of any such licenses or permits and, storage to Seller’s knowledge, no proceedings are pending or handling threatened in writing, concerning the revocation or limitation of hazardous materials any such license or contaminants and there has been permit. There is no release governmental or public action, pending or threatened in writing that would limit or affect operation of a hazardous substance on or from the Property. (f) Seller is orhas not received written notice of any violation of any statute, as law, ordinance, or regulation of the Closing Date will be, the owner of fee simple, marketable title any governmental authority that would require remedial action by Seller or would require repairs or alterations to the Property. (g) None of There is no pending or, to Seller’s knowledge, threatened condemnation affecting the lots are located in a flood plain areaProperty. There is no pending or, to Seller’s knowledge, threatened proceeding that would adversely affect access to the Property. (h) No improvements Seller has not caused or repairs have been made with knowledge allowed the use, generation, manufacture, production, treatment, storage, release, discharge, or will be made to disposal of any Hazardous Materials (as defined below) on, under, or about the Property on behalf and has not caused or allowed the transportation of any Hazardous Materials to or from the Property. Seller during the 90 days immediately preceding the Closing Date which will has not be paid for in full as received any notice of the Closing Dateviolation, and there will be no outstanding bills incurred for laboradministrative complaint, services and materials used in making improvements judicial complaint, or repairs other notice (i) alleging that conditions on the Property are or have been in violation of any Environmental Law (as defined below), (ii) informing Seller that the Property is subject to investigation or inquiry regarding the presence of Hazardous Materials on behalf or about the Property or (iii) alleging the potential violation of Seller or for services of architects, surveyors or engineers engaged by Sellerany Environmental Law. (i) As To the best of the Closing DateSeller’s knowledge, there will be no unpaid bills or liens for past due taxes or assessments of any natureall documentation provided to Buyer under this Agreement is true, for any pavingcorrect, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated and complete in connection with Closingall material respects. (j) Seller has made no representations is not a party to any county written sales contract, option agreement, right of first refusal agreement, or local authorities other contract or any homeowners in agreement providing for the community regarding the type sale or style of the development other conveyance of the Property, exceptor any portion thereof, if any, except for those disclosed in writing to Purchaser during the Feasibility Periodthis Agreement. (k) All labor performed and materials supplied for Seller is not in default under any agreement, lease or contract concerning the Property have been fully paid to which Seller is a party, and, to Seller’s knowledge, there exists no event, condition, or occurrence which, after notice or lapse of time, or both, would constitute such a default by Seller, Seller of any of the foregoing. Seller has furnished or made available to Buyer true and any person for such labor or materials may claim no mechanic's lien or any other liencorrect copies of all documents described in exhibits to this Agreement. (l) Seller has no knowledge No real estate, mortgage broker or information any other commissions are owed in connection with the sale of any facts, circumstancesthe Property to Buyer, or in connection with any other conditions, which do or would in any way adversely affect transaction affecting the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser Buyer that: (a) No persona. Seller has good, firmindefeasible and marketable title to the Property, including all mechanical equipment, attached fixtures and other items of property which Seller is obligated to deliver to Buyer under this Contract, and shall deliver good and insurable fee simple title to Buyer at the Closing subject only to the Permitted Exceptions. b. Subject to the obligations of Seller to be performed at Closing, Seller is not in default in the payment of any promissory note secured by the Property, nor is Seller in default under the terms of any contract, pledge, mortgage, deed of trust or entity (except as may be set forth in this Agreement) has other agreement securing any rights in or right to acquire indebtedness on the Property and Seller has not committed any other act of default which would entitle a mortgagee, trustee or any part thereofparty in a like position to commence a foreclosure proceeding. (b) c. Seller has not received no written notice (and has no knowledge of) any notice or request from any mortgagee, insurance company requesting the performance of any actual work or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements alterations with respect to the Property. d. From and after the Effective Date hereof, Seller shall not burden or encumber the Property in any manner whatsoever (e) The whether by mortgage, lien, easement, restriction, lease or otherwise), without the prior written consent of Buyer. e. Seller has the full right and power to sell, transfer and convey the Property does not violate environmental laws applicable to it Buyer, and this Contract and all instruments executed or to be executed in connection therewith are, or when executed will be, valid and enforceable against Seller in accordance with their respective terms and conditions. f. Seller has not used received any notice of, nor has any knowledge of any violation of applicable zoning, environmental protection, use and building codes or other regulations and ordinances, administrative and judicial orders or holdings and covenants running with the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Propertyland. (f) g. To the best of Seller’s knowledge, there are no suits, actions, proceedings or claims, or assertions or threats of the same, or any events that might reasonably conclude another party would bring the same against Seller is orexcept for those reported and provided to Buyer in writing. Each and every warranty, representation and covenant set forth above shall be true as of the Effective Date of this Contract and as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in transaction contemplated hereunder and shall survive the Closing. If requested by Buyer, Seller agrees to execute for Buyer a flood plain area. (h) No improvements or repairs have been made or will be made to sworn affidavit restating and updating through Closing the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Datewarranties and representations set forth above, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on acknowledging that same shall survive the Property on behalf of Closing. Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations further agrees to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold Buyer harmless the other party for from and against any and all losslawsuits, damageslosses, costs costs, liabilities or liabilities incurred due to the inaccuracy thereof. This indemnity damages whatsoever that Buyer may incur, including Buyer’s reasonable attorney’s fees, by virtue of any misrepresentation or breach of any warranty or covenant set forth above, and such indemnification obligation shall survive Closing or the Closing for a period termination of one (1) yearthis Contract, as the case may be.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser Buyer that: (a) No person, firm, or entity (except as may be set forth i. Seller is the sole holder of the fee simple to the Property and has the full power and authority to enter into this Agreement and to convey title to the Property in accordance with the terms and conditions of this Agreement. (A) Seller has not filed a petition seeking relief under the United States Bankruptcy Act, (B) no petition has been filed against Seller seeking relief under the United States Bankruptcy Act, and (C) neither Seller nor any rights in of Seller's real or right to acquire personal property is the subject of any bankruptcy, insolvency or a similar proceeding under any law of any State or the United States of America. iii. To Seller’s actual knowledge, there is no obligation or liability of any nature of Seller whatsoever, contingent or otherwise, which is or could become a lien on the Property or any part thereof. (b) other encumbrance on the Property resulting from any action or inaction by Seller has received no written notice and has no knowledge of nor is Seller engaged in any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, action with respect to the Property which would affect could give rise to a claim against the Property. (c) iv. To Seller’s actual knowledge, there is no action, suit or proceeding which is pending or threatened against the Property and there is no action, suit or proceeding which is pending or threatened against Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of Seller's fee simple, marketable simple title to the Property. (g) None v. Seller is not aware, nor has Seller received notice of any violation of, any applicable federal, state or local law or regulation including, without limitation, any applicable building, zoning or other law, ordinance or regulation affecting the lots are located in Property or its operations; if during the term of this Agreement, Seller receives any such notice, Seller will immediately send a flood plain areacopy to Buyer. (h) No improvements vi. Payment for all work that Seller may perform or repairs have been made or has performed upon the Property, will be made by Seller at or prior to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for (as defined in full as of the Closing Dateparagraph 7), and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs all work that has been performed on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated and materials furnished in connection with Closingthe Property which might in any circumstance give rise to a mechanic's or materialman's lien either have been paid for or, as to work presently in progress, will be paid promptly by Seller as payment becomes due and all necessary waivers of rights to a mechanic's or materialman's lien either have been obtained or, as to work presently in progress, will promptly be obtained by Seller as the work is completed. (j) Seller has made no representations vii. All utilities, including sewer, gas, electric and water service shall be, at the time of Closing, available to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) viii. Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of makes the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the set forth on Exhibit A attached to this Agreement. ix. The representations and warranties on set forth in subparagraphs (i) through (viii) of this paragraph 1(a) and in Exhibit A shall be made again by Seller in writing at the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearClosing.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), a) Seller represents and warrants to Purchaser that: (ai) No personSeller has the full right, firmpower, and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under this Agreement, (ii) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or entity provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound, (except iii) there is no existing or pending (or to Seller’s knowledge threatened) litigation affecting Seller or the Property, (iv) Seller has no Actual Knowledge of, and has not received any written notice of, any violation of any governmental requirements (including “Environmental Requirements”, as may be set forth in this Agreementdefined below) concerning the Property, which have not been remedied, (v) Seller has no Actual Knowledge of, and has not received, with respect to the Property, written notice from any rights in governmental authority regarding, any change to the zoning classification, any condemnation proceedings or right proceedings to acquire widen or realign any street or highway adjacent to the Property or that otherwise affects the Land or the Improvements, (vi) to Seller’s Actual Knowledge the list of contracts attached hereto as Exhibit “E” (the “Contracts”), is a true, correct and complete list of all service contracts, equipment leases and/or maintenance agreements affecting the Property, and there are no other such agreements affecting the Property that will survive Closing, (vii) Seller is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, (viii) to Seller’s Actual Knowledge, except for those tenants in possession of the Property under written leases for space in the Property, as shown on the rent roll attached hereto as Exhibit “F” (the “Rent Roll”), there are no parties in possession of, or claiming any part thereofpossession to, any portion of the Property, (ix) to Seller’s Actual Knowledge, no leases have been or shall be entered into with any party that, directly or indirectly, has an ownership interest in Seller, or is otherwise in any manner affiliated with Seller (an “Affiliate”). Additionally, to Seller’s Actual Knowledge, all existing leases have been (and all future leases shall be) entered into only with third parties that are unknown to Seller, any Affiliate of Seller, and their respective officers, directors, principals, managers, members, partners, shareholders, agents and/or representatives. (x) at Closing there will be no unpaid bills or claims in connection with any repair of the Property by or on behalf of Seller that could result in the filing of a lien against the Property, (xi) to Seller’s Actual Knowledge, the Rent Roll (which is effective as of the date indicated thereon), and as the same shall be updated and recertified at Closing by Seller, is and shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent have been given other than those reflected on such Rent Roll, (xii) Seller has no Actual Knowledge, and has received no notice, regarding any environmental contamination on, at or adjacent to the Property, (xiii) Seller has not received any written or, to Seller’s Actual Knowledge, verbal notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any work or alterations with respect to the Property, except those as to which Seller has completed remedial action which has been formally accepted as sufficient by such authority or insurer, (xiv) there are no employment agreements of any kind to which Seller is a party, including union or collective bargaining agreements, which will be binding on Purchaser after the Closing, (xv) to Seller’s Actual Knowledge, the financial statements delivered by Seller to Purchaser pursuant to Section 4.1 hereof, and all other information delivered by Seller to Purchaser pursuant to Section 4.1 hereof, are true, correct and complete in all material respects. (xvi) to Seller’s Actual Knowledge, the Improvements are free from the presence or suspected presence of any form of mold, including those producing mycotoxins, specifically including, but not limited to, Aspergillus, Penicillium, and Stachybotrys, (xvii) to Seller’s Actual Knowledge: there are no underground storage tanks located on or under the Land other than dry xxxxx used for storm water runoff, there are no conditions on, at or relating to the Property which are in non-compliance with “Environmental Requirements” (as defined below), and there are no “Hazardous Materials” (as defined below) on, in or under the Land in quantities that require reporting, investigation or remediation under Environmental Requirements, (xviii) To Seller’s Actual Knowledge, Seller has obtained all necessary certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of the Real Estate and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals, all of which are in full force and effect as of the date hereof; and additionally, to Seller’s Actual Knowledge, the Real Estate is legally compliant and conforming with all applicable zoning laws, rules and regulations, and (xix) Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Executive Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Executive Order and such other rules, regulations, legislation, or orders are collectively called the “Foreign Asset Orders”). Neither Seller nor any beneficial owner of Seller (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Executive Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Foreign Asset Orders (such lists are collectively referred to as the “OFAC Lists”) or (b) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Foreign Asset Orders; or (c) is owned or controlled by, or acts for or on behalf of, any person on the OFAC Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Foreign Asset Orders, 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. (b) Seller has received no written notice As used in this Agreement, the term “Actual Knowledge” (or words of similar import) shall, when used with respect to Seller, mean the present, current, actual, conscious (and has no not constructive, imputed or implied) knowledge of Xxxxxx X. Xxxx without any actual duty to conduct any investigation or threatened action, litigation, rezoning, condemnation or proceeding by inquiry of any person, entity or governmental agency, which would affect kind. Seller represents and warrants that Xxxxxx X. Xxxx is the individual within Seller’s business organization that is most knowledgeable with respect to the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect shall deliver a certificate to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as Purchaser at Closing recertifying all of the Closing Date will be, the owner of fee simple, marketable title foregoing representations and warranties to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full Purchaser as of the Closing Date, such that all such representations and there will warranties shall be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As deemed made to Purchaser as of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the foregoing representations and warranties of expressly shall survive the Closing, except for those set forth in Sections 4.3(a)(xvi) and (xvii) above (the “Limited Duration Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity Representations”) which shall survive the Closing for a period of one twelve (112) yearmonths (the “Limited Duration Warranty Survival Period”). Purchaser shall notify Seller in writing of any prospective claim for breach of a representation or warranty within thirty (30) days after Purchaser has acquired actual knowledge of a breach of the relevant representation or warranty (but, with respect to the Limited Duration Seller Representations, in any event, if such notice is not provided prior to the expiration of the Limited Duration Warranty Survival Period, such claims shall be irrevocably and unconditionally barred). Even if notice of a prospective claim is timely given, any legal action with respect to a claim for breach of any of the Limited Duration Seller Representations shall be filed with a court of proper jurisdiction, if at all, not later than thirty (30) days after the conclusion of the Limited Duration Warranty Survival Period, or thereafter be irrevocably and unconditionally barred. (d) For purposes of this Agreement, “Hazardous Materials” shall mean any substance which is or contains (i) any “hazardous substance” as now or hereafter defined in §101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 X.X.X. §0000 et seq.) (“CERCLA”) or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 X.X.X. §0000 et seq.) (“RCRA”) or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) any radioactive material, including any “source material”, “special nuclear material” or “byproduct material”, as now or hereafter defined in 42 U.S.C. §2011 et seq.; (ix) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under “Environmental Requirements” (as defined below) or the common law, or any other applicable laws relating to the Property, and (x) any “hazardous substance” as now or hereafter defined in the Arizona Environmental Quality Act (Title 49, Arizona Revised Statutes). Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. Further, for purposes of this Agreement, “Environmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil).

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller hereby represents and warrants to Purchaser thatBuyer as of the date of this Agreement and as of the Closing Date as follows: (a) No personThis Agreement has been duly authorized, firmexecuted and delivered by Seller and all consents required under Seller’s organizational documents or by law have been obtained. All documents that are to be executed by Seller and delivered to Buyer on the Closing Date have been, or entity (except as may be set forth on the Closing Date will be, duly executed, authorized and delivered by Seller. This Agreement and all such documents are, and on the Closing Date will be, legal, valid and binding obligations of Seller, enforceable in this Agreement) has accordance with their terms and do not, and, at the time of the Closing Date will not, violate any rights in provisions of any agreement or right judicial or administrative order to acquire which Seller is a party or to which Seller or the Property (or any part portion thereof) is subject. (b) Seller has received Except as set forth in Schedule 4.1(b) attached hereto, to Seller’s actual knowledge, there are no written notice and has no knowledge of actions, suits or proceedings (including arbitration proceedings), at law or in equity, or before or by any actual federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, pending or threatened action, litigation, rezoning, condemnation against Seller which challenges Seller’s ownership of the Property or proceeding by any person, entity or governmental agency, which would affect the Propertycould reasonably be expected to have a material adverse effect on Seller’s ability to perform its obligations hereunder. (c) Except as set forth in Schedule 4.1(c) attached hereto, there are no condemnation actions against or relating to the Property or any portion thereof, nor has Seller has received no written any actual notice and has no knowledge of any governmental assessments concerning the Property, which are unpaidbeing contemplated. (d) Seller has There are no knowledge of and has received no written notice of any violation of lawleases, municipal licenses, occupancy or county ordinances related agreements or codes, or other legal requirements with respect to tenancies affecting the Property. (e) The Except for those documents recorded with the Records of Land Evidence of the Town of Smithfield (the “Land Records”) and other documents and information available at the Town Clerk’s office of the Town of Smithfield and except as listed on Schedule 4.1(e) (which Schedule 4.1(e) Seller and Buyer will finalize prior to the expiration of the Inspection Period (as hereinafter defined) but in any event, the mutually approved Schedule 4.1(e) will be a condition precedent to Closing) there are no Property does not violate environmental laws applicable Contracts related to it the use, ownership or operation of the Property. Seller shall deliver true, correct and complete copies of all Property Contracts listed on Schedule 4.1(e) to Buyer in accordance with the terms of Section 5.2 of this Agreement. Seller has not used is conveying the Property for to Buyer subject to the generationterms and conditions set forth in the documents recorded with the Land Records or on file with the Town of Smithfield and the documents listed on Schedule 4.1(e), storage or handling all of hazardous materials or contaminants which Buyer shall have the opportunity to review and there has been no release of a hazardous substance on or from determine whether acceptable during the PropertyInspection Period. (f) Seller has not received any written notice that it is or, as in default under any of the Closing Date will becovenants, easements or restrictions affecting or encumbering the owner of fee simple, marketable title to the PropertyProperty or any constituent or portion thereof. (g) None Other than entering in a listing agreement with Xxxxx and Xxxxxx, Seller has not entered into any other contracts for the sale of the lots are located in a flood plain areaProperty or any constituent or portion thereof. No other agreement affecting the Property contains any rights of first refusal or options to purchase the Property or any portion thereof or any other rights of others that might prevent the consummation of this Agreement. (h) No improvements Neither Seller nor any constituent partner thereof is a foreign corporation, foreign partnership or repairs have been made or will be made to the Property on behalf foreign estate (as such terms are defined in Section 1445 of the Internal Revenue Code). Seller during shall provide Buyer with an affidavit to this effect at Closing or shall otherwise comply with the 90 days immediately preceding the Closing Date which will not be paid for in full as terms of Section 1445 of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Internal Revenue Code applicable to Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall contained herein are material and may be true relied upon by the party receiving the same and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing Date for a period of one (1) yearyear (the “Survival Period”). In the event a written claim is made within the Survival Period, the Survival Period shall toll with respect to such claim while such claim is outstanding. The reference to “Seller’s knowledge” as used in Section 4.1 shall be deemed to mean the actual knowledge of Xxxxxxx Xxxxxx in his capacity as Associate Director, Operations Strategy. Notwithstanding anything to the contrary contained in this Agreement or any documents executed in connection herewith, if the Closing of the transactions contemplated hereunder shall have occurred, (i) the aggregate liability of Seller arising pursuant to or in connection solely with the representations or warranties of Seller under this Agreement or representations or warranties in any Closing Document in the form of liquidated damages (it being acknowledged by Seller and Buyer that ascertaining the amount of actual damages in a real estate transaction would be extraordinarily difficult if not impossible to ascertain and the liquidated damages set forth below constitute Buyer’s and Seller’s reasonable estimate of such damages ) shall not exceed One Hundred Fifty Thousand Dollars ($150,000) (the “Liability Ceiling”) and (ii) in no event shall Seller have any liability to Buyer for such representations or warranties unless and until the aggregate liability of Seller arising pursuant to or in connection with such representations or warranties shall exceed Ten Thousand Dollars ($10,000) (the “Liability Floor”). If Seller’s aggregate liability to Buyer for such representations and warranties shall exceed the Liability Floor, Seller shall be liable for the entire amount thereof up to but not exceeding the Liability Ceiling. The provisions of this Section 4.1(i) if asserted in writing to be inconsistent or untrue during the Survival Period, shall survive Closing.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), A. Seller represents and warrants to Purchaser thatthe following: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Datedate of this Agreement, there will be to the "Actual Knowledge of Seller" (as hereinafter defined), except as set forth on EXHIBIT H attached hereto, Seller has received no unpaid bills or liens for past due taxes or assessments written notice from any governmental authority of any naturematerial violation of any, for state or federal law, rule or regulation concerning the Property or any pavingpart thereof which has not been cured prior to the date of this Agreement; provided, sidewalkhowever, curbingthat Seller makes no representation or warranty with respect to (A) the information or matters disclosed in the items set forth in EXHIBIT P attached hereto, water, sewer, street improvements, other utilities or other services provided for and (B) the benefit Property's compliance with the American with Disabilities Act. (ii) The list attached hereto as EXHIBIT C lists all of the Service Contracts, 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 on has received no written notice of (a) any pending litigation with respect to the Property of which would affect the Property after Closing, or (b) any kind against proposed modification from a governmental body authorized to change the Property, other than those items which are pro-rated in connection with 's existing zoning to a classification that would not permit the present use of the Property after Closing. (jiv) Seller has made no representations to any county or local authorities or any homeowners been duly organized and is validly existing under the laws of Florida and is in good standing in the community regarding District of Columbia. Seller has the type full right and authority to enter into this Agreement and to consummate or style cause to be consummated the transactions contemplated herein to be made by Seller. The person signing this Agreement on behalf of the development of the Property, except, if any, for those disclosed in writing Seller is authorized to Purchaser during the Feasibility Perioddo so. (kv) All labor performed and materials supplied for Attached hereto as EXHIBIT T is a list (the Property have been fully paid by "Rent Roll") setting forth, to the Actual Knowledge of Seller, the following information as of the date of this Agreement (or, such other date as may be noted below): (1) the name of each tenant under each of the Leases as of the date of this Agreement, (2) a description of the space occupied by each tenant, (3) the monthly Base Rent and any person Operating Expense Reimbursements billed to each tenant with respect to the month of August, 1997, (4) the approximate square footage demised under the particular tenant's Lease, (5) the "base year" for such labor or materials may claim no mechanic's lien or any payment of real estate tax pass- throughs, (6) the "base year" for payment of all other lienOperating Expense Reimbursements other than real estate taxes, and (7) the amount of all unapplied Security Deposits held by Seller with respect to the Leases. (lvi) To the Actual Knowledge of Seller, prior to the date of this Agreement, Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided delivered to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as copies of the Closing Date Leases. B. When used in this Agreement, the term "Actual Knowledge of Seller" shall mean and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due be limited to the inaccuracy thereofactual (and not imputed, implied or constructive) current knowledge of Xxxxxx Xxxxxxxxx, Director - Dispositions of Equity Office Properties Management Corp., a Delaware corporation ("EOPMC"), and Xxxxxxxxxxx X. Xxxxx, Vice President of EOPMC. This indemnity Notwithstanding anything herein to the contrary, neither Xxxxxx Xxxxxxxxx nor Xxxxxxxxxxx X. Xxxxx shall survive the Closing for a period have any personal liability or liability whatsoever with respect to any matters set forth in this Agreement or any of one (1) yearSeller's representations and/or warranties herein being or becoming untrue, inaccurate or incomplete in any respect.

Seller’s Representations and Warranties. As of the Effective date hereof and as of the Closing Date (unless a different as evidenced by Seller’s date is specifieddown certificate to be provided at Closing), Seller represents represents, warrants and warrants covenants to Purchaser that: (a) No personOther than the Lease, firmthere will be no parties in possession of any portion of the Property as lessees, sub-lessees or entity otherwise, and no other party has been granted an oral or written license, lease, option, purchase agreement or other right pertaining to the use, purchase or possession of any portion of the Property. A true, complete and correct copy of any Contracts affecting the Property and any amendments thereto have been or will be furnished to Purchaser within five (5) days after the Effective Date as part of the Due Diligence Materials, and except as may be set forth in this Agreement) has any rights in on Schedule 11 (a), there are no Contracts which encumber or right to acquire bind the Property or any part thereof. (bSeller which will be binding on Purchaser, or which Purchaser will be required to assume at 001/16597.001/EscrowPhase3/PSA4.1(hhb) Seller has received Closing, or which will encumber or bind the Property at or after Closing. There are no written notice and has no knowledge leasing brokerage agreements, leasing commission agreements or other agreements providing for the payment of any actual or threatened actionamounts (except for the Seller’s obligation to pay a commission to Broker), litigationand no commissions due, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements for leasing activities with respect to the Property. (eb) Seller shall cause Tenant to execute and deliver the Lease at or prior to Closing. (c) The Property does Seller has not violate environmental laws applicable to it received notice of any default (and Seller has no knowledge of any default) under any note, mortgage or deed of trust or other security interest or loan document or indebtedness related to or secured by the Property. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated and the compliance with the terms and provisions hereof will not used conflict with or (with or without notice or the passage of time or both) result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, loan agreement or instrument to which the Seller is a party or by which the Seller or the Property is bound, any applicable regulation or any judgment, order or decree of any court having jurisdiction over the Seller or the Property. (d) The Seller has not received any notice, nor does Seller have knowledge of any material violation of any ordinance, regulation, law, statute, rule or restriction relating to the Property. (e) There are no attachments, executions, assignments for the generationbenefit of creditors, storage or handling of hazardous materials voluntary or contaminants and there has been no release of a hazardous substance on involuntary proceedings in bankruptcy or from under any applicable debtor relief laws or any other litigation contemplated by or pending or to Seller’s knowledge, threatened against the Seller or the Property. (f) Each Seller entity has been duly organized and is validly existing under the laws of the State of California. Seller has the full right and authority to enter into this Agreement and to transfer all of the Property to be conveyed by Seller pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein to be made by Seller. The person signing this Agreement on behalf of Seller is orauthorized to do so. No other signatures or approvals are required to make this Agreement fully enforceable by the Purchaser with respect to the Seller or the Property. This Agreement constitutes, as of the Closing Date and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will beconstitute, the owner valid and legally binding obligations of fee simpleSeller, marketable title to the Propertyenforceable in accordance with their respective terms. (g) None of The Seller has and will convey to the lots are located Purchaser good, marketable and indefeasible title in a flood plain areafee simple to the Property and right to purchase the Banked Water, subject only to the Permitted Exceptions. (h) No improvements Seller has no knowledge of any pending condemnation or repairs have been made similar proceeding or assessment affecting the Property or any part thereof, nor to the knowledge of the Seller is any such proceeding or assessment contemplated or threatened by any governmental authority. There will be made no claim against the Property or Purchaser for or on account of work done, materials furnished, and utilities supplied to the Property on behalf of the Seller during the 90 days immediately preceding prior to the Closing Date by or at 001/16597.001/EscrowPhase3/PSA4.1(hhb) the request of Seller. To the best of Seller’s knowledge, there are no public plans or proposals for changes in road grade, access, or other municipal improvements which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on would adversely affect the Property on behalf or result in any assessment; and no ordinance authorizing improvements, the cost of Seller which might be assessed against Purchaser or for services of architectsthe Property, surveyors or engineers engaged by Selleris pending. (i) As of Except as disclosed in the Closing DateDue Diligence Materials or the Natural Hazards Disclosures, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller Improvements on the Property Land are located within the area determined to be within any flood hazard areas, including the 100-year flood plain on the Flood Insurance Rate Map published by the Federal Emergency Management Agency and/or by the United States Army Corps of any kind against Engineers and/or Xxxx County and/or the Property, other than those items which are pro-rated in connection with ClosingState of California. (j) Seller has made no representations not entered into any agreement to any county or local authorities dispose of its interest in the Property or any homeowners in the community regarding the type or style of the development of the Propertypart thereof, except, if any, except for those disclosed in writing to Purchaser during the Feasibility Periodthis Agreement. (k) All labor performed and materials supplied for the Property have been fully paid by SellerSeller is not a party to any litigation which is still pending, and Seller has no knowledge of any person for such labor threatened litigation, affecting or materials may claim no mechanic's lien or any other lienrelating to the Property. (l) Neither the Seller, nor to Seller’s knowledge, any other party has ever caused or permitted any “hazardous material” (as hereinafter defined) to be placed, held, located, or disposed of on, under, or at the Property or any part thereof in forms or concentrations which violate applicable laws and regulations, and, to Seller’s knowledge, neither the Property nor any part thereof has ever been used as a dump or storage site (whether permanent or temporary) for any hazardous material. As used herein, “hazardous material” means and includes any hazardous, toxic, or dangerous waste, substance, or material defined as such in, or for purposes of, the Comprehensive Environmental Response, Compensation Liability Act (42 U.S.C. Section 9601, et seq., as amended) or any other “super fund” or “super lien” law or any other Federal, State, or local statute, or law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability for standards of conduct concerning any substance or material, as presently in effect. To Seller’s knowledge, any storage tanks previously located on the Property (whether above ground or below ground), have been removed in accordance with the requirements of all applicable laws. Without limiting the other provisions of this Section 11(k), Seller has no knowledge or information of any factsrelease or spill of oil, circumstances, fuel or any other conditions, which do or would substance stored in storage tanks of any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties kind on the Closing Date Property that required reporting or formal cleanup under applicable law. Seller hereby indemnifies and shall indemnify holds harmless Purchaser from and hold harmless the other party for against any and all loss, damagesexpense (including without limitation reasonable attorney fees), costs liability, cost, claim, demand, action, cause of action and suit arising out of or liabilities incurred due in any way related to any breach of any representation, warranty, covenant or agreement of Seller in this Agreement. For purposes of this Agreement, “Seller’s knowledge” or “knowledge of the inaccuracy thereof. This indemnity shall survive Seller” means the Closing for a period current actual knowledge without duty of one (1) yearinvestigation of Xxxxx X. Xxxxxxxx.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), a) Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except Buyer as may be set forth in this Agreement) has any rights in or right to acquire of the Property or any part thereof. (b) Seller has received no written notice Effective Date and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, again as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller.that: (i) As Seller is the fee title owner of the Closing DateReal Property and has full power and authority to execute, deliver and perform under this Agreement and the Transfer Documents, and no consent of any third party is required for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (ii) there are no actions or proceedings pending or, to Seller’s knowledge, threatened against Seller which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the Transfer Documents; (iii) the execution, delivery and performance of this Agreement and the Transfer Documents have not and will not constitute a breach of or default under any other agreement, law or court order under which Seller is a party or may be bound; (iv) there are no unrecorded leases (other than the Leases), liens or encumbrances which may affect title to any Property; any existing financing secured by any Property or any part thereof will be satisfied and discharged in full at or prior to Closing and any liens or encumbrances relating thereto will be terminated and released of record at or prior to Closing; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the Closing; (v) to Seller’s knowledge (1) no unpaid bills notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or liens for past due taxes restriction relating to the present use or assessments occupancy of any natureProperty by any person, authority or agency having jurisdiction; (2) there is no impending or contemplated Condemnation affecting any Property; (3) there are no intended public improvements which will or could result in any charges being assessed against any Property or which will result in a lien upon any Property; and (4) there are no proceedings pending for the increase of the assessed valuation of any Property; (vi) there are no suits or claims pending or, to Seller’s knowledge, threatened with respect to or in any manner affecting any Property or any Lease, nor does Seller know of any circumstances which should or could reasonably form the basis for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities such suits or claims; (vii) Seller has not taken any action to change the present use or zoning of or other services provided for the benefit of the entitlements or land-use permissions or restrictions upon any Property, and to Seller’s knowledge there are no such proceedings pending; (viii) except as may be detailed in any environmental documents included in Seller’s Diligence Materials, Seller on the has no actual knowledge that there exists or has existed, and neither Seller nor its affiliates have caused, any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about any Property of any kind against the PropertyHazardous Materials. “Hazardous Materials” means any flammables, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or local authorities related materials, asbestos or any homeowners in the community regarding the type or style of the development of the Propertymaterial containing asbestos (including, exceptwithout limitation, if anyvinyl asbestos tile), for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge substance or information of material defined as a “hazardous substance” by any factsfederal, circumstancesstate, or other conditionslocal environmental law, which do ordinance, rule or would in any way adversely affect regulation including, without limitation, the PropertyFederal Master Purchase and Sale Agreement Walgreens—4 Pack Comprehensive Environmental Response Compensation and Liability Act of 1980, or as amended, the successful operation Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to each of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.foregoing;

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)Seller covenants, Seller represents and warrants to Purchaser thatBuyer as follows: (a) No person14.1. Seller has taken or by Closing will have taken all action necessary to approve and effect the transactions contemplated hereby and no consents of any third party are required. 14.2. The execution and delivery of this Agreement, firmthe consummation of the transactions provided for herein, and the fulfillment of the terms hereof, will not result in a breach of any of the terms or provisions of, or entity (except as may be set forth in this Agreement) has constitute a default or an acceleration under any rights in agreement to which Seller is a party or right to acquire by which Seller or the Property is bound, or any part thereofjudgment, writ, trust, decree or order of any court or government body, or any applicable law, rule or regulation. (b) 14.3. There is no pending condemnation, expropriation, eminent domain, or similar proceeding affecting all or any portion of the Property. Seller has not received no any written notice of any of the same and has no knowledge that any such proceeding is contemplated. 14.4. To Seller’s knowledge, there are no existing violations, and Seller has not received any written notices, of any actual violations, orders, claims, citations, penalty assessments, orders, investigations or threatened actionproceedings under any laws, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect ordinances and regulations affecting the Property. (c) Seller has received 14.5. There is no written notice and has no action, suit or proceeding pending or, to the knowledge of Seller, threatened against or affecting all or any governmental assessments concerning portion of the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal Property or county ordinances or codestitle thereto, or other legal requirements with respect relating to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as arising out of the Closing Date will beownership, the owner management or operation of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities all or any homeowners in the community regarding the type or style of the development portion of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Propertythis Agreement, or the successful operation transactions contemplated hereby, in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality, whether or not covered by insurance, including but not limited to proceedings for or involving condemnation, eminent domain actions, alleged building code or zoning violations, personal injuries or property damage. There is no insolvency or bankruptcy proceeding pending or, to the knowledge of Seller, contemplated involving Seller as debtor. In the event any proceeding of the Propertycharacter described in this paragraph is initiated prior to Closing, except Seller shall promptly advise Buyer thereof in writing. 14.6. Seller is not a “foreign person” as specifically provided to Purchaser defined in writing during the Feasibility Period. All Section 1445(f)(3) of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearInternal Revenue Code.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatthe best of Seller’s knowledge and belief the following as of the date hereof and as of Closing: (a) No personSeller is the owner of fee simple title to the Property; (b) The Property is or at the time of Closing will be free and clear of all liens except for ad valorem taxes for the year of such Closing, firmnot yet due and payable, and for all subsequent years, and except for encumbrances to be released at such Closing. Further, there is no proceeding pending or being prosecuted for reduction of the assessed valuation, or taxes or other imposition with respect to all or any part of the portion of the Property, or for any special assessment liens against the same; (c) There are no condemnation or eminent domain proceedings pending, or to the best of Seller’s knowledge, contemplated against the Property, or any part thereof, and Seller has received no notice of the desire of any public authority or other entity (except as may be set forth in this Agreement) has any rights in to make or right to acquire use the Property or any part thereof. (bd) To the best of Seller’s knowledge, there are no threatened or pending suits or proceedings before any court, administrative agency, or other governmental instrumentality against or affecting Seller or any part of the Property which (i) do or could affect ownership, operation, use or occupancy of the Property, or any part thereof; or (ii) do or could prohibit or make unlawful the consummation of the transaction contemplated by this Contract, or render Seller unable to consummate the same; (e) Seller has received no written notice of, and has to its knowledge there is no knowledge of violation of, any actual law, regulation, ordinance, order, restrictive covenant, or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect other requirement affecting the Property.; (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (df) Seller has no knowledge of and has received no written notice any unrecorded easements, restrictions or encumbrances affecting all or any portion of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property.; (g) None The consummation of the lots are located transactions contemplated hereunder will not violate or result in a flood plain area.breach of or constitute a default under any provision of any contract, lien, instrument, order, judgment, decree, ordinance, regulation, condominium declaration, or other restriction of any kind to which Seller or the Property is bound or affected; (h) No improvements representation or repairs have been made warranty by Seller in this Contract or in any instrument, certificate or written statement furnished to Buyer pursuant hereto, or in connection with the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading; (i) There are no mechanics’ or materialmens liens against the Property, and if subsequent to Closing hereunder, any mechanics’ or other liens shall be made to filed against the Property as a result of any actions by or on behalf of the Seller, Seller during shall take such action, within thirty (30) days after the 90 days immediately preceding filing thereof, by bonding, deposit, payment or otherwise, in order to remove, transfer or satisfy such lien of record against the Closing Date which will not be paid for in full as of the Closing DateProperty, at Seller’s sole cost and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on expense; (j) That Seller has inspected the Property on behalf and to the best of Seller its knowledge, information and belief after diligent inquiry, there is not located in, on, upon, over or for services of architects, surveyors or engineers engaged by Seller. under the Property (i) As asbestos in any form, (ii) urea formaldehyde foam insulation, (iii) transformers or other equipment containing dielectric fluid which contains levels of polychlorinated biphenyls in excess of fifty parts per million, or (iv) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any federal, state, county, regional or local authority or which, even if not so regulated, is known to pose a hazard to the health and safety of any persons that now or may hereafter occupy the Property or property adjacent to the Property (hereinafter sometimes collectively called "hazardous waste"). Should any asbestos, urea formaldehyde foam insulation, transformers containing excessive levels of polychlorinated biphenyls, or other regulated materials, equipment, or substances described above be found in, upon, over or under the Property, Buyer hereby agrees that it shall immediately notify Seller; and upon receipt of such notice, Seller shall commence removal of same at Seller’s expense, which shall be completed within a reasonable time, in full compliance with any applicable governmental regulations and Closing shall be delayed until Seller’s environmental consultant shall certify to Buyer that the removal and any clean-up is complete and in full compliance with any applicable governmental regulations; (k) There are no adverse parties in possession of the Closing DateProperty, there will be no unpaid bills or liens for past due taxes or assessments of any naturepart thereof and there are no parties in possession thereof except Seller, for and no party has been granted any pavinglicense, sidewalklease, curbing, water, sewer, street improvements, other utilities or other services provided right relating to the use or possession of the Property, provided, however, Buyer may agree to receive and Seller to convey a portion of the property subject to the Xxxxxx Mining Lease; (l) There are no attachments, executions, assignments for the benefit of the creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated or filed by Seller on the Property of any kind or pending against Seller or the Property, other than those items which are pro-rated in connection with Closing.; (jm) Seller has made There are no representations to any county contracts or local authorities other obligations outstanding for the sale, exchange or any homeowners in the community regarding the type or style of the development other transfer of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lienportion thereof. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As The Seller makes the following representations and warranties, all of which shall be true and correct at the Effective Date (unless a different date is specified), Seller represents Closing and warrants to Purchaser thatwhich shall survive Closing: (a) No personTo the Seller’s actual knowledge, firmand except as reflected in the Title Documents, there are no claims, actions, suits, or other proceedings pending or threatened or any governmental department or agency or any other corporation, partnership, entity (except as or person whomsoever, nor any voluntary actions or proceedings contemplated by the Seller, which in any manner or to any extent may be set forth detrimentally affect Buyer’s right, title or interest in and to the Property, or the Seller’s ability to perform the Seller’s obligations under this Agreement. As used in this Agreement, “To the Seller’s actual knowledge” shall mean the actual, present knowledge of the current City Manager of the City at the time of signing this Agreement without making any independent investigations or inquiries. (b) The Seller has the full power and authority to enter into and perform this Agreement according to the terms hereof and the individuals executing this Agreement and all documents delivered pursuant to this Agreement on behalf of the Seller are authorized to do so. (c) To the Seller’s actual knowledge, and except as reflected in the Title Documents, there are no agreements, commitments or understandings by or between the Seller and any third party pursuant to which the Seller or its successors in interest are required to convey, dedicate, sell or transfer any part of the Property or to grant any easement, water right, right-of-way, road or license in respect to any part of the Property. (d) To the Seller’s actual knowledge, the Seller has not received any notices and the Seller is not otherwise aware that the Property was not or is not in compliance with all federal, state of Arizona and local laws, ordinances and regulations relating to environmental protection, occupational health and safety, public health and safety or public nuisance or menace (collectively “Environmental Laws”). To the Seller’s actual knowledge there has been no production, storage, transport, release, spillage or disposal upon the Property of any hazardous substances, hazardous waste, hazardous materials, toxic substances, contaminants, or any other substances declared to be hazardous or toxic under any Environmental Laws. (e) To the Seller’s actual knowledge, there is no pending or threatened condemnation or similar proceedings affecting the Property or any part thereof and the Seller has no knowledge that any such proceeding is presently contemplated. (f) This Agreement and all documents required hereby to be executed by the Seller are and shall be valid, legally binding obligations of, and enforceable against the Seller, in accordance with their terms. (g) There are no persons in possession or occupancy of the Property or any part thereof, nor are there any persons who have possessory rights in or right respect to acquire the Property or any part thereof. (bh) Except as otherwise expressly set forth in this Agreement and the Deed, neither the Seller has received no written notice and has no knowledge nor its officers, employees, agents, representatives, attorneys or contractors (collectively "Seller’s Parties") have made any representations, guaranties, promises, assurances or warranties, express or implied, to Buyer including, without limitation, any pertaining to the suitability of the Property for any actual purpose, the profitability of owning or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning operating the Property, which are unpaid. (d) Seller has no knowledge the physical or environmental condition thereof, the suitability, habitability or merchantability or fitness of and has received no written notice the Property for Buyer's intended use or for any use whatsoever, the rentals, income or expenses thereof, the net or gross acreage contained therein, the zoning thereof, the condition of title thereto, the existence or satisfaction of any violation local, state or federal approvals or permits for the development or use thereof, the availability or existence of lawwater, municipal sewer or county ordinances other utilities, the existence or codesnonexistence of any hazardous substances or materials in, on or under the Property, or other as to any past, present or future matter whatsoever. The Seller acknowledges and agrees that this disclaimer has been specifically negotiated and that the Property will be sold in the condition described in Section 6.01. Buyer acknowledges that it will have the opportunity to inspect the Property during the Feasibility Period, and during such period, observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and the Property and adjacent areas as Buyer deems necessary. Buyer hereby forever releases and discharges Seller from all responsibility and liability, including without limitation, liabilities and responsibilities for matters relating to the physical, environmental or legal requirements compliance status of the Property, whether arising before or after the Effective Date, under the Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended (“CERCLA”), regarding the condition, valuation, salability, rentability or utility of the Property, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the Property. (e) The Property does not violate environmental laws applicable presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to it be toxic, hazardous, undesirable or subject to regulation and Seller has not used that may need to be specially treated, handled and/or removed from the Property for the generationunder current or future federal, storage state and local laws, regulations or handling of guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous materials waste and Hazardous Materials on, under, adjacent to or contaminants and there has been no release of a hazardous substance on or from otherwise affecting the Property. ). Buyer further hereby waives its rights against the Seller (f) Seller is or, as of the and by Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or this transaction will be made deemed to have waived) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Property on behalf of is or may be subject, including, but not limited to, CERCLA) concerning the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, physical characteristics and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development existing conditions of the Property, except, if anywhether arising before or after the Effective Date. Buyer further hereby assumes the risk of changes in applicable laws and regulations relating to past, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed present and materials supplied for future environmental conditions on the Property and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been fully paid revealed by Sellerits investigation. For purposes hereof, “Hazardous Materials” means “Hazardous Material,” “Hazardous Substance,” “Pollutant or Contaminant,” and “Petroleum” and “Natural Gas Liquids,” as those terms are defined or used in Section 101 of CERCLA, and any person for such labor other substances regulated because of their effect or materials may claim no mechanic's lien or any other lienpotential effect on public health and the environment, including, without limitation, PCBs, lead paint, asbestos, urea formaldehyde, radioactive materials, putrescible materials, and infectious materials. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatPurchaser, as follows: 6.1.1 Seller has (ai) No personthe right, firmpower and authority to enter into this Agreement, and (ii) the right, power and authority to convey the Property in accordance with the terms and conditions of this Agreement and Seller has granted no option for right of first refusal contract to any other person or entity (except as may be set forth in this Agreement) has any rights in or right to acquire purchase the Property or any part thereofwhich has not been terminated. (b) 6.1.2 Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation pending action by any governmental authority or agency having the power of laweminent domain, municipal which might result in any part of the Property being taken by condemnation or county ordinances conveyed in lieu thereof. Seller shall, promptly upon receiving any such notice, give Purchaser written notice thereof. 6.1.3 Seller has received no written notice of any action, suit or codesproceeding pending or threatened in writing against, by or other legal requirements with respect affecting Seller’s right to transfer the Property or the title of the Property. (e) The Property does not violate environmental laws applicable to it 6.1.4 To the best of Seller’s knowledge, the Rent Roll attached hereto as Exhibit “E” is true, correct and complete as of the date set forth therein. 6.1.5 Seller has no knowledge and has not used the Property for the generationreceived written notice of violation of any applicable federal, storage state or handling local laws pertaining to environmental matters, zoning, building codes or other uses of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) 6.1.6 Seller is orhas no knowledge of any Environmental Materials which exist on or about the Property, as or of the Closing Date will be, the owner any conditions which exist which do or may cause a violation of fee simple, marketable title to any Environmental Laws or of any Hazardous Materials stored upon the Property. (g) None of the lots are located 6.1.7 The Seller is not involved in a flood plain areaany bankruptcy, reorganization or insolvency proceeding. 6.1.8 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1, IT IS UNDERSTOOD AND AGREED THAT SELLER DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing DateOTHER THAN SELLER’S WARRANTY OF TITLE SET FORTH IN THE LIMITED WARRANTY DEED TO BE DELIVERED AT CLOSING), and there will be no outstanding bills incurred for laborZONING, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architectsTAX CONSEQUENCES, surveyors or engineers engaged by SellerPHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OR ACCESS, INGRESS OR EGRESS, PROPERTY VALUE, OPERATING HISTORY, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1, PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR SELLER’S AGENTS OR EMPLOYEES. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED PURCHASER OF REAL ESTATE SIMILAR TO THE PROPERTY AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS, AND THAT PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6, PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS,” WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to the best of its knowledge to Purchaser thatas follows: (a) Neither the execution and delivery of this Agreement by Seller nor the consummation of the transactions contemplated hereby will result in any breach or violation of or default under any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument to which Seller is a party. (b) Seller has the full right, power and authority to enter into this Agreement and all of the documents to be executed and delivered by Seller at the Closing and to consummate the transactions contemplated hereby, and Seller has obtained any and all consents required from Seller’s members and managers and all consents required from third parties to enter into this Agreement and to convey the Premises pursuant to this Agreement. This Agreement is a valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms. (c) There are not any special assessments, special tax districts, special service areas, sanitary sewer separation fees or outstanding obligations (contingent or otherwise) to governmental entities, including, without limitation, any portion payable with the current tax xxxx (collectively "Assessments"), with respect to the Premises or any part thereof that are not otherwise reflected on the title commitment. (d) No person, firmportion of the Premises is the subject of any pending or threatened claim, or entity judicial or administrative proceeding, action or litigation. (except as may be set forth e) There are no persons in this Agreement) has possession or occupancy of the Premises or any part thereof, nor are there any persons who have possessory rights in or right respect to acquire the Property Premises or any part thereof. (bf) Seller has received There are no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by eminent domain proceedings pending, or, to the best of Seller’s knowledge, threatened, with regard to the Premises or any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) portion thereof. Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used received prior to the Effective Date any written notification from any governmental or public authority (i) that the Property for is in violation of any applicable fire, health, building, use, occupancy or zoning laws where such violation remains outstanding and, if unaddressed, would have a material adverse effect on the generation, storage use of the Property as currently owned and operated or handling of hazardous materials (ii) that any work is required to be done upon or contaminants and there has been no release of a hazardous substance on or from in connection with the Property. (f) Seller is or, as where such work remains outstanding and, if unaddressed, would have a material adverse effect on the use of the Closing Date will be, the owner of fee simple, marketable title to the PropertyProperty as currently owned and operated. (g) None of Other than the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing DatePermitted Exceptions, there will be are no unpaid bills contracts, leases, service contracts or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property agreements of any kind against relating to the Property, other than those items which are pro-rated in connection with Premises that will be binding on Purchaser after the Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatBuyer as follows: (a1. Seller has full authority to sign this Agreement and all documents to be executed by Seller as contemplated by this Agreement. The individual(s) No personexecuting this Agreement and all such documents contemplated by this Agreement on behalf of Seller are duly elected or appointed and validly authorized to execute and deliver the same. 2. This Agreement constitutes a legal, firmvalid, and binding obligation of Seller and, together with each of the documents to be executed by Seller as contemplated by this Agreement, is enforceable against Seller in accordance with its terms. 3. Seller is duly formed, validly existing and in good standing under the laws of the state of its formation and is qualified to transact business in the state where the Property is located. 4. Seller’s execution and delivery of this Agreement and Seller’s performance of its obligations in accordance with this Agreement will not constitute a violation, breach, or entity default, nor result in the imposition of any lien or encumbrance upon the Property, under any agreement or other instrument to which Seller is a party or by which Seller or the Property is bound. 5. Seller owns good and marketable fee simple title to the Property that is insurable, subject only to the Permitted Exceptions. 6. Seller has not received notice of any legal actions, suits or other legal or administrative proceedings pending or threatened against Seller or the Property, and Seller is not aware of any facts which might result in any such action, suit, or other proceeding. 7. To Seller’s knowledge, the Property does not contain any hazardous wastes, hazardous substances, hazardous materials, toxic substances, hazardous air pollutants or toxic pollutants as those terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act and the Clean Water Act, and in any amendments thereto, or in any regulations promulgated pursuant thereto, or in any applicable state or local law, regulation or ordinance. Buyer(s) Initials: /s/ AM Seller(s) Initials: /s/ GC 8. Seller has no knowledge of (except i) any condemnation or zoning change affecting or contemplated with respect to the Property; (ii) any changes contemplated in any applicable laws, ordinances or restrictions affecting the use of the Property as may be set forth a mobile home park; or (iii) any liens or assessments (governmental or private), either pending or confirmed, with respect to sidewalk, paving, water, sewer, drainage or other improvements on or adjoining the Property or with respect to any property owners’ association, declaration or easement agreement (other than the lien of ad valorem property taxes that are not yet due and payable). 9. To Seller’s knowledge, Seller and the Property have complied and are currently in this Agreement) has any rights compliance with all applicable laws, ordinances, regulations, statutes, rules, restrictions, and inspection requirements pertaining to or affecting the Property. 10. There are no Contracts for the Property which are, or will be, a binding obligation of Buyer or that could create a lien, leasehold or other possessory interest, security interest, or encumbrance in or right to acquire against the Property or any part thereof after the Closing, and Seller will deliver to Buyer true, correct, and complete copies and originals of all Contracts as part of the Property Files in accordance with this Agreement. To Seller’s knowledge, each Contract is in full force and effect and there are no defaults or events that with notice or lapse of time or both which constitute a default by Seller or any other party to such Contracts. 11. There are no Leases other than as provided to Buyer in the Property Files, and Seller will deliver to Buyer true, correct, and complete copies and originals thereof in accordance with this Agreement. To Seller’s knowledge, each Lease is in full force and effect and there are no defaults or events that with notice or lapse of time or both which constitute a default by Seller or the tenant under such Leases. Except as expressly provided in the Leases, there are no tenant finish costs, brokerage commissions or other leasing costs paid or payable in connection with any Lease or renewal or expansion thereof. (b) 12. The Due Diligence Materials delivered by Seller has received no written notice and has no knowledge of any actual or threatened actionto Buyer in accordance with this Agreement are full, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Datecomplete, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf accurate copies of Seller or for services of architects, surveyors or engineers engaged by all Due Diligence Materials within Seller’s possession. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As Except as is expressly disclosed in the Property Disclosure Statement, Seller, to the best of Seller's current, actual knowledge, makes the following representations and warranties to Buyer as of the Effective Date (unless a different date is specified), Seller represents of Agreement and warrants to Purchaser thatas of the Closing: (a) No personX. Xxxxxx is the sole owner of the Property and has the full right, firm, or entity (except power and authority to sell the Property to Buyer as may be set forth provided in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) B. Seller has received no written notice and has no knowledge is not aware of any actual adverse soil, topography, hydrology or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect drainage condition at the Property. (c) C. Seller is not aware of any hazardous materials, hazardous conditions, toxic substances, asbestos, or contaminated substances, including but not limited to asbestos, lead based paint and/or PCB transformers at the Property. D. Seller has not received no written any notice from any governmental or quasi‐governmental entity. E. The Property has never been used as a dump, landfill or other similar use and the Property has no knowledge never had an above ground or an underground storage tank located on it. F. All information and documents provided by Seller to Buyer regarding the Property are true, correct and complete. Notwithstanding the foregoing, Seller is not providing any representation or warranty to Buyer regarding the sufficiency, accuracy, completeness, or correctness of any governmental assessments information or report prepared by any party other than Seller. Seller does not provide any representation or warranty to Buyer concerning the Property, which are unpaidskill or competency of any third party producing any such information. (d) G. Seller has no knowledge of and has received no written notice is not aware of any violation of law, municipal unpaid liens or county ordinances or codesassessments, or other legal requirements with respect items which could result in a lien, related to the Property. (e) The Property does not violate environmental laws applicable to it H. Water service, electric service, natural gas, telephone service, and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from public sewer service are presently serving the Property. (fI. The Property is not subject to any historical property designation and/or development limitation. J. Seller will not violate or modify any existing lease or Other Agreement, or create any new lease or Other Agreement affecting the Property, without Buyer's prior written approval. K. No person other than tenant(s) Seller is or, as pursuant to the Existing Leases shall have any right to possession of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None L. No work has been performed which has not been paid for or which could give rise to any mechanic's or materialmen's lien being filed against the Property. M. No lawsuit or other claim is pending or threatened against Seller and/or the Property. N. No tenant or occupant of the lots are located in a flood plain areaProperty is subject to any bankruptcy, receivership, probate or insolvency proceeding. (h) No improvements O. Seller is not subject to any bankruptcy, receivership, probate or repairs have been made insolvency proceeding. P. Seller has not collected and will not collect any rent or will be made other monies related to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of any period after the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As Seller makes the following representations and warranties to Buyer, each of the Effective Date (unless a different date which is specified), Seller represents true and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, correct as of the Closing Date will be, the owner date of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Datethis Agreement, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date Date: (a) Seller (Zoval Enterprises) is a Limited Liability Corporation, duly organized, validly existing, and in good standing under the laws of the state of its organization, and is qualified to transact business in the State of California. (b) Seller shall re-certify has full legal power and authority to enter into and perform this Agreement, and this Agreement constitutes the representations valid and warranties binding obligation of Seller, enforceable in accordance with its terms. (c) The execution and delivery of this Agreement does not conflict with, violate, or constitute a default under the terms, conditions, or provisions of any agreement or instrument to which Seller is a party, or any law, judgment, or order of which Seller is aware, and will not result in the creation of any lien, security interest, or encumbrance on the Closing Date Asset. (d) There are no actions, suits, proceedings, or claims now pending or, to the best of Seller's knowledge, threatened against Seller or the Asset that would affect Seller's ability to fulfill its obligations under this Agreement or that would impair the value of the Asset. (e) Seller represents that he believes that he is the sole inventor and shall indemnify owner of the Asset and hold harmless is under no contractual obligation to past or present employers for the Asset whatsoever. Seller also represents that he did not work on, present, or discuss the Invention whilst previously employed and further that he knows of nobody at past or present employers, or elsewhere, who worked on, presented, or discussed the Invention. (f) Seller has provided Buyer with true and correct copies of all Contracts. To Seller's knowledge, all of the Contracts are in full force and effect, have been duly executed by the parties, and neither Seller nor any other party for is in default under any Contract. (g) Seller has provided Buyer with true and correct copies of all lossdocuments evidencing Seller's rights in the Intangible Property. To Seller's knowledge, damageseach agreement, costs instrument, or liabilities incurred due license with respect to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearIntangible Property is in full force and effect, and neither Seller nor any other party is in default under any such agreements.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (bi) Seller has received the full right, power, and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under this Agreement, (ii) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller's assets is bound, (iii) there is no written notice and existing or pending (or to Seller's knowledge threatened) litigation affecting Seller or the Property, (iv) Seller has no knowledge of of, and has not received any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of, any violation of any governmental assessments requirements (including "Environmental Requirements", as defined below) concerning the Property, which are unpaid.have not been remedied, (dv) Seller has no knowledge of of, and has received no written notice of any violation of lawnot received, municipal or county ordinances or codes, or other legal requirements with respect to the Property., written notice from any governmental authority regarding, any change to the zoning classification, any condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Property or that otherwise affects the Land or the Improvements, (evi) The Property does not violate environmental laws applicable to it the list of contracts attached hereto as Exhibit "E" (the "Contracts"), is a true, correct and Seller has not used complete list of all service contracts, equipment leases and/or maintenance agreements affecting the Property for the generationProperty, storage or handling of hazardous materials or contaminants and there has been are no release of a hazardous substance on or from other such agreements affecting the Property., (fvii) Seller is ornot a "foreign person" within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, (viii) except for those tenants in possession of the Closing Date will be, the owner of fee simple, marketable title to Property under written leases for space in the Property., as shown on the rent roll attached hereto as Exhibit "F" (the "Rent Roll"), there are no parties in possession of, or claiming any possession to, any portion of the Property, (gix) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the at Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes claims in connection with any repair of the Property by or assessments on behalf of Seller that could result in the filing of a lien against the Property, (x) the Rent Roll (which is effective as of the date indicated thereon), and as the same shall be updated and recertified at Closing by Seller, is and shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent have been given other than those reflected on such Rent Roll, (xi) the financial statements delivered by Seller to Purchaser pursuant to Section 4.1 hereof, and all other information delivered by Seller to Purchaser pursuant to Section 4.1 hereof, are true, correct and complete in all material respects, (xii) Seller has no knowledge, and has received no notice, regarding any environmental contamination on, at or adjacent to the Property, (xiii) Seller has not received any written or verbal notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any naturework or alterations with respect to the Property, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities except those as to which Seller has completed remedial action which has been formally accepted as sufficient by such authority or other services provided for the benefit of the Seller on the Property insurer, (xiv) there are no employment agreements of any kind against to which Seller is a party, including union or collective bargaining agreements, which will be binding on Purchaser after the Property, other than those items which are pro-rated in connection with Closing., (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (lxv) Seller has no knowledge or information of any factsmaterial defects in the drainage systems, circumstancesfoundations, roofs, walls, superstructures, plumbing, air conditioning and heating equipment, electrical wiring, boilers, hot water heaters or other portions of the Property, and to the best of Seller's knowledge, the Improvements were constructed substantially in accordance with the plans and specifications for the construction thereof, (xvi) to the best of Seller's knowledge, the Improvements are free from the presence or suspected presence of any form of mold, including those producing mycotoxins, specifically including, but not limited to, Aspergillus, Penicillium, and Stachybotrys, (xvii) to the best of Seller's knowledge, there are no underground storage tanks located on or under the Property, there are no conditions on, at or relating to the Property which are in non-compliance with "Environmental Requirements" (as defined below), and there are no "Hazardous Materials" (as defined below) on, in or under the Property in quantities that require reporting, investigation or remediation under Environmental Requirements, (xviii) the parties comprising Seller own the properties comprising the Property in the manner set forth on Exhibit "H" attached hereto and made a part hereof, and (xix) Seller does not have a Sales and Use Tax Permit with respect to all or any portion of the Property. Seller shall deliver a certificate to Purchaser at Closing updating and recertifying all of the foregoing representations and warranties to Purchaser as of the Closing Date. All of the foregoing representations and warranties expressly shall survive the Closing. (b) For purposes of this Agreement, "Hazardous Materials" shall mean any substance which is or contains (i) any "hazardous substance" as now or hereafter defined in Section101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section9601 et seq.) ("CERCLA") or any regulations promulgated under CERCLA; (ii) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. Section6901 et seq.) ("RCRA") or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. Section2601 et seq.); (iv) gasoline, diesel fuel, or other conditionspetroleum hydrocarbons; (v) asbestos and asbestos containing materials, which do or would in any way adversely affect form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) any radioactive material, including any "source material", "special nuclear material" or "byproduct material", as now or hereafter defined in 42 U.S.C. Section2011 et seq.; and (ix) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under "Environmental Requirements" (as defined below) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. Further, for purposes of this Agreement, "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the successful operation use of the Property, except as specifically provided relating to Purchaser in writing during pollution, the Feasibility Period. All protection or regulation of human health, natural resources, or the representations and warranties environment, or the emission, discharge, release or threatened release of Seller shall be true and correct as of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all lossenvironment (including, damageswithout limitation, costs ambient air, surface water, ground water or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearland or soil).

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)Seller hereby represents, Seller represents covenants and warrants to Purchaser thatas follows: (aA) No personSeller holds fee simple marketable title to the Property, firmand has a good and lawful right to sell the same to Purchaser. (B) To the knowledge of Seller, or entity (except as proceeds from the sale of the Property are sufficient to pay off any and all sums which may be set forth in this Agreement) has any rights in necessary to discharge all liens, debts, mortgages or right other encumbrances on Seller’s title to acquire the Property and that Seller can and will deliver marketable title in accordance with this agreement at Closing. (C) To the knowledge of Seller, there are no condemnation or eminent domain proceedings either pending or threatened against the whole or any part thereofof the Property. (bD) Seller has received no written notice and has no knowledge of any actual or threatened actionunrecorded easements, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agencybuilding and use restrictions, which would may affect the Property. (cE) To the knowledge of Seller, there are no construction liens, or unpaid contractor’s or materialman’s accounts, which are or may become a construction lien upon the Property. (F) The Property is currently zoned O&I. (G) The Property is assessed as a separate parcel, and is not a part of a larger parcel for property tax purposes. There are no pending or threatened tax sales affecting the whole or any part of the Property, nor are there any deferred taxes affecting the Property. (H) To the knowledge of Seller, the Property has legal access to and from an adjacent public street, road or highway. (I) Seller has not received no written any notice and has no knowledge of any governmental assessments concerning violation of any federal, state or local laws, rules, regulations or ordinances pertaining to the Property, which are unpaid. (dJ) To the knowledge of Seller, there are no claims, causes of action or other litigation or proceedings pending or threatened against the Property or affecting Seller’s interest in the Property. (K) Seller has no knowledge of any underground storage tanks, land fill, hazardous or toxic substances, hazardous or toxic waste, pollutants or contaminants including, without limitation, asbestos, P.C.B.’s, urea formaldehydes and has received no written notice radioactive materials which have been or are presently being generated, stored or deposited at the Property or into any water systems on or below the surface of any violation of law, municipal or county ordinances or codesthe Property, or other legal requirements with respect to are located in any structures on the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (fL) Seller is ornot a “foreign person” within the meaning of Internal Revenue Code Section 1445, as of the Closing Date will be, the owner of fee simple, marketable title and Seller qualifies for an exception to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf withholding requirements set forth therein. The representations, warranties, and covenants of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller contained herein shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing and the Closing Date. Whenever the phrase “to the knowledge of Seller” appears herein, such phrase shall refer to the actual knowledge of Xxxxx Xxxxx, without any obligation for a period of one (1) yearinquiry or investigation.

Seller’s Representations and Warranties. As Seller hereby represents, warrants and covenants to and agrees with Buyer as follows: 4.1.1 Seller has the legal right, power and authority to own the Property and to enter into and consummate the transactions contemplated by this Agreement, and this Agreement and all instruments, documents and agreements to be executed by Seller in connection herewith are, or when delivered shall be, duly authorized, executed and delivered by Seller and are, or when delivered shall be, valid, binding and enforceable obligations of Seller. 4.1.2 There are no pending or, to Seller’s knowledge, threatened legal proceedings, administrative actions, or pending governmental investigation of any kind or character adversely affecting the Project or Seller’s interest therein. 4.1.3 To Seller’s knowledge and except as may be disclosed in the Due Diligence Documents, Seller has received no written notice from any government authority of any violation of any statute, ordinance, code or regulation with respect to the Project, which violation has not been corrected. 4.1.4 To Seller’s knowledge and except as may be disclosed in the Due Diligence Documents, Seller has received no written notice that the Project is in violation of any federal, state and local laws, ordinances and regulations applicable to the Project with respect to “Hazardous Materials” (as defined below), nor to Seller’s knowledge have any Hazardous Materials been or are currently being produced, disposed of, used or stored on or under the Property in violation of applicable law. 4.1.5 Seller is not required to obtain any consents or approvals to consummate the transactions contemplated in this Agreement. 4.1.6 To Seller’s knowledge, the copies of the Effective Date Leases and Contracts delivered to Buyer (unless a different date is specified)or made available to Buyer) for its review are true and correct copies of the Leases and Contracts and are all of the Leases and Contracts affecting the Property. To Seller’s knowledge all of the Leases and Contracts are in full force and effect and there are no defaults by any party thereto under the Leases and Contracts. To Seller’s knowledge, Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire on the Property or any rent roll that is a part thereof. (b) of the Due Diligence items, Seller has received no written notice and has no knowledge of a current default by the landlord or tenant under any Leases in effect on the Effective Date or of any actual tenant’s intention to vacate its premises or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect discontinue its operations at the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of . Upon the Closing Date, there will be no unpaid bills leasing commissions or liens tenant improvement costs with respect to any of the Leases (except to the extent such tenant improvement costs may arise in the future pursuant to a Lease if, for past due taxes example, a tenant were to renew its Lease and thereby be entitled to tenant improvements). 4.1.7 As used herein, “to Seller’s knowledge” and phrases of similar import means the actual (not constructive and without attribution) conscious knowledge, without undertaking, and without any duty to undertake, any investigation or assessments inquiry, of Xxxxxxx Xxxxxxxxx and Xxxx Van Wyk, which individuals are the employees of Seller (or its affiliates) with the operational/asset disposition responsibility for the Project. It is expressly agreed and understood that in no event shall Buyer be entitled to bring any action(s) for damages or otherwise against such individuals. In the event Seller or Buyer should become aware of any nature, for facts or circumstances prior to the Closing Date that should render any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the ’s representations and warranties of Seller that are limited to Seller’s knowledge no longer accurate, the party first becoming so aware shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless promptly notify the other party for any in writing, and all lossBuyer shall have the right, damagesas its sole and exclusive remedy, costs to terminate this Agreement by written notice to Seller and Escrow Holder delivered within seven (7) days after receipt of Seller’s notice or liabilities incurred due to the inaccuracy thereoffirst becoming aware of such facts, in which case this Agreement shall terminate in accordance with Section 3.3. This indemnity Section 4.1.7 shall survive the Closing for a period supersede any inconsistent provision of one (1) yearthis Agreement.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No personSeller has full power, firm, or entity (except as may be set forth in this Agreement) has any rights in or authority and legal right to acquire enter into this Agreement and to consummate the Property or any part thereof.transactions contemplated hereby; (b) Prior to the Closing Date, Seller shall not enter into any agreements of any kind whatsoever, or grant any rights or privileges, with respect to the Real Property, without the prior written consent of the Purchaser; (c) Seller is the fee simple owner of the Real Property, and no other party has received no written notice any claim to the Real Property by reason of any purchase and sale agreement, option to purchase, right of first refusal, land installment contract, or other similar agreement or instrument, and Seller has no knowledge of any actual claim to the Real Property by adverse possession or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid.other prescriptive right; (d) There are no suits, actions or proceedings pending or, to the best of Seller’s knowledge, contemplated against or concerning the Real Property and no governmental authority has claimed or given notice of any increased taxes or assessments relating to the Real Property; (e) Seller has no knowledge of and has received no written notice of any violation of law, municipal pending or county ordinances threatened condemnation or codessimilar proceeding affecting the Real Property, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it any portion thereof, and Seller has not used no knowledge of any pending public improvements in, about or outside the Real Property for which will in any manner affect access to the generationReal Property or any portion of the Real Property, storage nor is Seller aware that any such proceedings or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property.improvements are presently contemplated; (f) Seller is or, as There are no parties in possession of any portion of the Closing Date will be, the owner of fee simple, marketable title to the Property.Real Property except for Seller and its affiliated parties; (g) None of Seller has not entered into any private restrictions or conditions by deed, contract, or agreement affecting the lots are located Real Property which will not appear in a flood plain area.the commitment for the Title Policy; (h) No improvements Seller has not stored any Toxic Substances or repairs have been made Hazardous Substances (as such terms are defined in any federal, state or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Datemunicipal environmental laws, and there will be no outstanding bills incurred for labor, services and materials used in making improvements regulations or repairs ordinances) on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller.Real Property; (i) As Seller has not disposed of any Toxic Substances or Hazardous Substances (as such terms are defined in any federal, state or municipal environmental laws, regulations or ordinances) on the Real Property, and no portion of the Closing Date, there will be no unpaid bills Real Property is contaminated by or liens for past due taxes contains any Toxic Substances or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing.Hazardous Substances; (j) Seller has made no representations to any county or local authorities or any homeowners complied in all material respects with all applicable laws and zoning ordinances in conjunction with the community regarding the type or style of the development of the Propertyownership, exceptuse, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed management and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Real Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As Seller hereby makes the --------------------------------------- following representations and warranties to Buyer, each of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatwhich shall be deemed material: (a) No personSeller has good, firmindefeasible and marketable fee simple title to the Property, or entity (except as may be set forth in this Agreement) has any rights in or right and, at the time of each Closing with respect to acquire the portion of the Property then being acquired, there are no mechanics' liens, contractors' claims, unpaid bills for material or labor pertaining to the Property, nor any part thereofother similar liens which might adversely affect Seller's title to the Property, except for current ad valorem real estate taxes and rollback taxes. (b) Seller has received There are no written notice and has no knowledge tenants or other persons or entities on the Property which will have a right of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect possession beyond the Propertydate of each Closing. (c) To the best of Seller's knowledge without investigation, there are no pending, threatened or contemplated condemnation actions involving all or any portion of the Property and Seller has received no written notice and has no knowledge of any such action. If, between the Effective Date and any Closing, any portion of the Property is subject to pending, threatened or contemplated condemnation action by any governmental assessments agency, Buyer shall have the option, in Buyer's sole discretion, of declaring this Agreement null and void. Seller shall notify Buyer within five (5) business days of receipt of any information concerning any such condemnation action, and in turn Buyer must elect within thirty (30) business days from the Propertydate of receipt of the said information whether to (i) terminate Buyer's election as to the applicable portion of the Property or (ii) proceed to close the transaction and receive an assignment of all of Seller's right, which are unpaidtitle and interest in and to any condemnation award. If Buyer elects (ii), Seller shall fully cooperate, at no expense however to Seller, with Xxxxx in any condemnation action. (d) Seller has As of each Closing, no knowledge of and has received no written notice of any violation of lawmaintenance, municipal or county ordinances or codesmanagement, service, supply, employment or other legal requirements contracts shall exist with respect to the PropertyProperty acquired at such Closing. (e) The Property does not violate environmental laws applicable to it and From the Effective Date through each Closing, Seller has not used shall: (1) Maintain the Property in the same condition as presently exists, except for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As reasonable wear and tear (ii) construction and installation of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on water and sewer lines through the Property of any kind against the Property, other than those items which are pro-rated pursuant to easements as described in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed Paragraph 6 herein and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.-----------

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatBuyer that as of the date of this Agreement and as of the Closing Date: (a) No person8.1 Seller is duly organized, firmvalidly existing, or entity (except as may be set forth and in good standing under the laws of the state of its formation; 8.2 Seller has the full power and authority to execute, deliver and perform its obligations under this Agreement; 8.3 The execution, delivery and performance of this Agreement by Seller (i) are within Seller's corporate, partnership, limited liability or other applicable powers, and (ii) have been duly authorized by all necessary corporate, partnership, limited liability or other applicable action; 8.4 There is no litigation pending against Seller that would adversely affect or interfere with Seller's ability to perform its obligations under this Agreement; 8.5 There are no Contracts other than those listed on Schedule 1 hereto, neither of which shall be assigned to or assumed by Buyer at Closing, it being understood that these obligations shall remain with Seller; 8.6 There are no Leases executed by Seller other than those listed on Schedule 2 hereto; 8.7 There is no Personal Property or FF&E owned by Seller located on or at the Real Property or Building; 8.8 Seller employs no employees at the Real Property or Building other than as listed on Schedule 4, and same shall be either terminated or reassigned effective as of the Closing Date; 8.9 Seller has no employees and is not a signatory to any rights in collective bargaining or right related agreements covering the Real Property or Building; 8.10 All documentation relating to acquire the Property or any part thereof.is located at the Property Manager's office and is available for Buyer's review in accordance with Section 3.3 hereof; (b) 8.11 Seller has received no written notice and has of, nor to Seller's knowledge do there exist, any pending or threatened condemnation or eminent domain proceedings that would affect all or any portion of the Property; 8.12 There are no knowledge judgments, orders or decrees of any actual kind against Seller unpaid or unsatisfied of record. There are no actions, suits or proceedings pending or threatened action, litigation, rezoning, condemnation against Seller or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of at law or in equity, before any violation of lawfederal, state, municipal or county ordinances governmental department, court, commission, board, bureau, agency or codesinstrumentality which would, if adversely determined, materially adversely affect title to any of the Property; 8.13 Seller has not received from any insurance company or other legal requirements board of fire underwriters written notice requesting the performance of any work or alterations with respect to the Property. (e) The Real Property does that has not violate environmental laws been performed or that resulted in an increase in insurance rates applicable to it and Seller has the Real Property as a result of work which was not used the Property for the generation, storage so performed; and 8.14 There is no right or handling option in favor of hazardous materials any person or contaminants and there has been no release party to purchase all or any portion of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)a) Seller represents, Seller represents warrants and warrants covenants to Purchaser that: (ai) No person, firm, or entity (except as may be set forth Seller has complete and full authority to execute this Agreement and to convey to Purchaser good and marketable fee simple title to the Property in accordance with this Agreement. (ii) has any rights in Seller will not further sell, encumber, convey, assign or right contract to acquire the Property sell, convey, assign, pledge, encumber, lease or sublease all or any part thereofof the Property, nor restrict the use of all or any part of the Property, nor take or cause to be taken any action in conflict with this Agreement at any time between the Effective Date and Closing or the earlier termination of this Agreement pursuant to its terms, or take or permit any action which could result in the imposition of any liens on the Property either before or after Closing. There are no existing rights of any third parties to possess or occupy any part of the Property. (biii) No rights of first refusal or similar agreements exist in connection with the Property which would in any way interfere with Purchaser’s ability to purchase the Property as provided herein, or which is in any way in contravention of the spirit and intent of this Agreement. (iv) Seller has received no written notice and has no knowledge of of, nor has Seller received any notice of, any actual or threatened action, litigation, rezoning, condemnation litigation or proceeding by any organization, person, entity individual or governmental agencyagency (including governmental actions under condemnation authority or proceedings similar thereto) against the Property or Seller, nor has any such organization, person, individual or governmental agency communicated to Seller anything which would affect the PropertySeller believes to be a threat of any such action, litigation or proceeding. (cv) Seller has received During Seller’s ownership of the Property (A) no written notice and has no knowledge of any governmental assessments concerning landfill was deposited on, or taken from, the Property, which are unpaid. (dB) Seller has no knowledge construction debris or other debris (including, without limitation, rocks, stumps or concrete) was buried upon any of and has received the Property, (C) no written notice dangerous toxic or hazardous pollutants, contaminants, chemicals, wastes, materials or substances, as defined in or governed by the provisions of any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating thereto (collectively, the “Environmental Regulations”), and also including urea-formaldehyde, polychlorinated biphenyls, asbestos, asbestos-containing materials, nuclear fuel or waste, and petroleum products, or any other waste, material, substance, pollutant or contaminant which would subject the owner of the Property to any damages, penalties or liabilities under any applicable Environmental Regulation (collectively, the “Hazardous Substances”) has ever been located, produced, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Property in violation of lawany environmental Regulation, municipal (D) no threat has existed of a discharge, release or county ordinances emission of a Hazardous Substance upon or codesfrom the Property into the environment, which discharge, release or emission would subject the owner of the Property to any damages, penalties or liabilities under any applicable Environmental Regulation, and (E) the Property was not listed in the United States Environmental Protection Agency’s list of Hazardous Waste Sites or any other legal requirements list of Hazardous Substance sites maintained by any federal, state or local governmental agency. To the best of Seller’s knowledge, none of the foregoing has occurred with respect to the Property prior to the xxxx Xxxxxx became the owner of the Property. Notwithstanding the foregoing, Seller makes no representation or warranty concerning the fill dirt that has been placed on the Property by Purchaser with Seller’s consent. (evi) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generationAll contractors, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is orsuppliers, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities laborers or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for other persons performing work on the Property have been fully paid by Seller, in full and any person for such labor there are no claims or materials may claim no mechanic's lien or any other liendisputes arising therefrom. (lb) Seller has no knowledge or information In addition to all other rights and remedies of any factsPurchaser set forth herein, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall defend, indemnify and hold Purchaser, its employees, officers, shareholders, directors, agents, contractors, assigns and successors-in-interest, harmless the other party for from and against any and all claims, actions, loss, damagescost, costs or liabilities incurred due to damage and expense (including reasonable attorneys’ fee actually incurred) resulting from a breach by Seller of any of the inaccuracy thereofrepresentations, warranties and covenants contained in this Agreement. This indemnity The obligations of Seller under this Paragraph shall survive the Closing for a period of one (1) yearClosing.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person, firm, The execution and delivery of this Agreement has been or entity (except as may will be set forth in this Agreement) has any rights in or right to acquire at the Property or any part thereoftime of Closing duly authorized by all necessary and appropriate action of Seller. (b) No consent or approval of any person, entity, or governmental authority 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 by Seller of its obligations under this Agreement, or the continued operation of the Land as the Range, except for such consents as shall be obtained by Seller prior to the Closing. (c) To the best of Seller’s knowledge, all Permits necessary for the operation of the Range are set forth in Exhibit E to this Agreement and in full force and effect. However, not all permits are transferable. Exhibit E will distinguish the transferable permits. Except as otherwise disclosed to Purchaser in writing, Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge material violations of any governmental assessments concerning Permit. Copies of the Property, which are unpaidPermits containing all material provisions thereof will be delivered to Purchaser within ten (10) days from the Effective Date. (d) Seller has no knowledge of and has not received no any written notice of, and there are no material violations of any violation laws, ordinances, orders or regulations (“Laws”) of law, municipal governmental or county ordinances or codes, or other legal requirements quasi-governmental authorities with respect to the PropertyTransferred Property (including, without limitation, those related to Hazardous Waste Laws, environmental, zoning, land-use, labor or employment matters). (e) The Property does Seller is not violate environmental laws applicable currently a party to it and any litigation or other proceedings which, if, adversely determined, would have a material adverse effect on the ownership or operation of the Transferred Property, or the financial condition or results of operations of the Transferred Property, nor has Seller has not used the Property for the generation, storage received any written notice that any such litigation or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Propertyother proceedings are to be instituted. (f) Seller is or, as has no employees. All personnel needs are met through use of the Closing Date will be, the owner of fee simple, marketable title to the Propertysubcontracts. (g) None Within ten (10) days from the Effective Date, Seller will provide to Purchaser all existing copies, in Seller’s possession or control, of all bills for real estate and personal property taxes and assessments for the lots are located in a flood plain areacurrent tax year and the two (2) immediately preceding tax years. (h) No improvements or repairs have been made or will be made to the Property on behalf Seller is not aware of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs any Hazardous Substances on the Property on behalf of Seller Land or for services of architects, surveyors or engineers engaged in the buildings to be leased by SellerPurchaser. (i) As Seller has good, valid and marketable title free to the Transferred Property which is free and clear of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closingall encumbrances. (j) Seller has made no representations timely filed all material returns and reports, and paid all taxes with respect to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Transferred Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed Seller warrants that the Equipment is in good operating condition and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lienrepair. (l) Seller has no knowledge not made any arrangement with anyone for a broker or information finder fee arising out of any factsthis Agreement. (m) Seller represents that the Transferred Property includes all the assets, circumstancesrights, or other conditionsproperties and contracts necessary to the continued conduct of the Range by Purchaser substantially in the manner as it is currently conducted by the Seller. (n) Seller is a duly organized an validly existing corporation, which do or would is in any way adversely affect good standing in the Property, or State of South Carolina and has full power to enter into this Agreement and to perform its obligations under this Agreement. (o) The Permits in Exhibit E are the successful only permits required for operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearRange.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No personSeller has all requisite power and authority to execute, firmdeliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement have been duly authorized by all requisite action by Seller, this Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except, in each case, as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or entity other laws of general application affecting the enforcement of creditors' rights and (except as may be set forth in this Agreementii) has any rights in or right to acquire general principles of equity that restrict the Property or any part thereofavailability of equitable remedies. (b) Seller has received no written notice will assign, transfer and has no knowledge convey the Note, its interests in the Security Documents and the Overriding Royalty Interests free and clear of any actual lien, charge, encumbrance, security interest, pledge or threatened actionother adverse claim which may have been created by or which may exist by virtue of Seller's action or inaction. Seller shall convey its title to the Overriding Royalty Interests with a special warranty protecting Purchaser from adverse claims arising by, litigation, rezoning, condemnation through or proceeding by any person, entity or governmental agency, which would affect the Propertyunder Seller but not otherwise. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements In connection with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as its acquisition of the Closing Date will beshares of Beta common stock, the owner Warrants and the shares of fee simple, marketable title to the Property. (g) None Beta common stock issuable upon exercise of the lots are located in a flood plain area. Warrants (h) No improvements or repairs have been made or will be made to the Property on behalf of the "Securities"), Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Daterepresents, warrants and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller.covenants that: (i) As Seller is acquiring the Securities for investment purposes only and not with a view to the distribution thereof. Seller acknowledges that the issuance of the Closing DateSecurities has not been registered with the Securities Exchange Commission under the Securities Act of 1933, there as amended, or with any state securities agencies or commission under any state securities or blue sky laws. Seller will be no unpaid bills not sell, assign or liens otherwise transfer the Securities or any portion thereof or interest therein except pursuant to a registration statement that has been filed with and declared effective by the Securities and Exchange Commission and any relevant state securities agencies or commissions or such transaction is made in strict compliance with the requirements and conditions of applicable exemptions from the registration requirements of such acts. (ii) Seller has received and reviewed copies of the Beta Annual Report on Form 10-K for past due taxes or assessments of any natureyear ended December 31, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided 1999; Beta Quarterly Reports on Form 10-Q for the benefit periods ended September 30, 1999 and March 31, 2000 and June 30, 2000, and copies of the Seller on the Property of any kind against the Property, other than those items which are pro-rated definitive Proxy Statement prepared for 3 use in connection with Closingmanagement's solicitation of proxies for its annual meeting of shareholders to be held June 24, 2000. The said materials are referred to herein collectively as the "Disclosure Materials". Seller has had the opportunity to discuss Beta's business, management and financial affairs with its President and Chief Executive Officer or other executive officers of Beta and has had the opportunity to review Beta's plan of operation. Seller understands that such discussions, as well as the Disclosure Materials and any other written information issued by Beta were intended to describe certain aspects of Beta's business and prospects which it believes to be material but were not necessarily a thorough or exhaustive description. (jiii) Seller has made no representations further agrees that prior to any county or local authorities or any homeowners in the community regarding the type or style exercise of the development Warrants at a time when the issuance of the Propertyshares of Beta common stock pursuant to the exercise of the Warrants has not been registered under the Securities Act of 1933, exceptas amended, if anyit will deliver to Beta a written representation that it is acquiring such shares for its own account for investment purposes only, and not with a view to, or for those disclosed sale in writing connection with, any distribution thereof, and not with any present intention of distributing or selling the same and its agreement that any resales or other transfers of such shares will be subject to Purchaser during the Feasibility Periodsame restrictions described in subsection (i). above. Each certificate representing the Securities shall be endorsed with the following legend: (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT. NEITHER THE RECORD NOR THE BENEFICIAL OWNERSHIP OF SAID SECURITIES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SAID SECURITIES UNDER SAID ACTS AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR RULES UNLESS IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACTS ARE AVAILABLE WITH RESPECT TO SUCH SALE OR TRANSFER AND SAID SALE OR TRANSFER IS MADE PURSUANT TO AND IN STRICT COMPLIANCE WITH THE TERMS AND CONDITIONS OF SAID EXEMPTIONS. (kii) All labor performed and materials supplied for the Property have been fully paid Any other legend required by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lienstate securities laws. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), a) Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (bi) Seller has received the full right, power, and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under this Agreement, (ii) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound, (iii) there is no written notice and existing or pending (or to Seller’s knowledge threatened) litigation affecting Seller or the Property, (iv) Seller has no knowledge of of, and has not received any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of, any violation of any governmental assessments requirements (including “Environmental Requirements”, as defined below) concerning the Property, which are unpaid.have not been remedied, (dv) Seller has no knowledge of of, and has received no written notice of any violation of lawnot received, municipal or county ordinances or codes, or other legal requirements with respect to the Property., written notice from any governmental authority regarding, any change to the zoning classification, any condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Property or that otherwise affects the Land or the Improvements, (evi) The Property does not violate environmental laws applicable to it the list of contracts attached hereto as Exhibit “E” (the “Contracts”), is a true, correct and Seller has not used complete list of all service contracts, equipment leases and/or maintenance agreements affecting the Property for the generationProperty, storage or handling of hazardous materials or contaminants and there has been are no release of a hazardous substance on or from other such agreements affecting the Property., (fvii) Seller is ornot a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, (viii) except for those tenants in possession of the Closing Date will beProperty under written leases for space in the Property, as shown on the rent rolls attached hereto as Exhibit “F” (collectively, the owner “Rent Rolls”), there are no parties in possession of, or claiming any possession to, any portion of fee simple, marketable title to the Property., (gix) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the at Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes claims in connection with any repair of the Property by or assessments on behalf of Seller that could result in the filing of a lien against the Property, (x) the Rent Rolls (which are effective as of the date indicated thereon), and as the same shall be updated and recertified at Closing by Seller, are and shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent have been given other than those reflected on such Rent Rolls, (xi) the financial statements delivered by Seller to Purchaser pursuant to Section 4.1 hereof, and all other information delivered by Seller to Purchaser pursuant to Section 4.1 hereof, are true, correct and complete in all material respects, (xii) Seller has no knowledge, and has received no notice, regarding any environmental contamination on, at or adjacent to the Property, (xiii) Seller has not received any written or verbal notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any naturework or alterations with respect to the Property, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities except those as to which Seller has completed remedial action which has been formally accepted as sufficient by such authority or other services provided for the benefit of the Seller on the Property insurer, (xiv) there are no employment agreements of any kind against to which Seller is a party, including union or collective bargaining agreements, which will be binding on Purchaser after the Property, other than those items which are pro-rated in connection with Closing., (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (lxv) Seller has no knowledge or information of any factsmaterial defects in the drainage systems, circumstancesfoundations, roofs, walls, superstructures, plumbing, air conditioning and heating equipment, electrical wiring, boilers, hot water heaters or other conditionsportions of the Property, (xvi) to Seller’s knowledge, which do the Improvements are free from the presence or would in suspected presence of any way adversely affect form of mold, including those producing mycotoxins, specifically including, but not limited to, Aspergillus, Penicillium, and Stachybotrys, (xvii) to Seller’s knowledge, there are no underground storage tanks located on or under the Property, there are no conditions on, at or relating to the successful Property which are in non-compliance with “Environmental Requirements” (as defined below), and there are no “Hazardous Materials” (as defined below) on, in or under the Property in quantities that require reporting, investigation or remediation under Environmental Requirements, (xviii) to Seller’s knowledge, Seller has obtained all necessary certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of the PropertyProperty and the conduct of its business and all required zoning, except building code, land use, environmental and other similar permits or approvals, all of which are in full force and effect as specifically provided of the date hereof and not subject to revocation, suspension, forfeiture or modification; and additionally, the Property is legally compliant with all applicable zoning laws, rules and regulations, and (xix) Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Executive Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Executive Order and such other rules, regulations, legislation, or orders are collectively called the “Foreign Asset Orders”). Neither Seller nor any beneficial owner of Seller (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Executive Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Foreign Asset Orders (such lists are collectively referred to as the “OFAC Lists”) or (b) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Foreign Asset Orders; or (c) is owned or controlled by, or acts for or on behalf of, any person on the OFAC Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Foreign Asset Orders, 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. Seller shall deliver a certificate to Purchaser in writing during at Closing updating and recertifying all of the Feasibility Periodforegoing representations and warranties to Purchaser as of the Closing Date. All of the foregoing representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity expressly shall survive the Closing for one year, except that the representations and warranties under Section 4.4(a)(i) shall survive for a period equal to the applicable statute of one limitations . (1b) yearFor purposes of this Agreement, “Hazardous Materials” shall mean any substance which is or contains (i) any “hazardous substance” as now or hereafter defined in §101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 X.X.X. §0000 et seq.) (“CERCLA”) or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 X.X.X. §0000 et seq.) (“RCRA”) or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non‑friable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) any radioactive material, including any “source material”, “special nuclear material” or “byproduct material”, as now or hereafter defined in 42 U.S.C. §2011 et seq.; and (ix) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under “Environmental Requirements” (as defined below) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. Further, for purposes of this

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: (a) No person10.1. Seller owns the Property, firmfree and clear of all liens, claims, and encumbrances not disclosed by the public record, and, at Close of Escrow, will have the power to sell, transfer and convey all right, title and interest in the Property, subject only to the Permitted Exceptions. Seller makes no representation or warranty that the Property is free and clear of easements, encroachments on the Property from adjacent properties, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire encroachments by improvements on the Property or any part thereofonto adjacent properties. (b) 10.2. Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect pending litigation involving the Property. 10.3. Seller makes no representation or warranty whatsoever whether or not there are any violations of, or notices concerning defects or noncompliance with, any applicable code, statute, regulation, or judicial order (c) including, but not limited to, fire protection and Americans with Disability Act requirements pertaining to the Property. Xxxxx acknowledges there is a dilapidated house on the Property that to Seller's knowledge is unoccupied as of the Effective Date. 10.4. As of the date Seller has received no written notice executed this Agreement, and has no knowledge of any governmental assessments concerning throughout the PropertyEscrow period and at Closing, which are unpaid. (d) Seller has no knowledge intention of and has received no written notice filing for protection under the bankruptcy laws of any violation of lawthe United States, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has shall not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided an assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature or have been adjudicated bankrupt or have filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under federal bankruptcy law or any other similar law or statute of the Seller on United States or any state and no such petition shall have been filed against it. 10.5. To Seller's knowledge, the Property is not in violation of any kind against federal, state or local law, ordinance or regulation relating to the environmental conditions on, under, or about the Property, other than those items which are pro-rated in connection with Closing. (j) including, but not limited to, soil and groundwater contamination. Further, Seller has made knows of no representations fact or circumstance that may give rise to any county future civil, criminal, or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for administrative proceedings against the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lienSeller relating to environmental matters. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of Seller represents and ---------------------------------------- warrants to Purchaser that the following facts and circumstances are and at all times up to and including the Effective Date (unless a different date is specified), Seller represents will be true and warrants to Purchaser thatcorrect: (a) No personSeller has all requisite power and authority to own, firm, or entity (except operate and carry on its business as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereofnow being conducted. (b) Seller has received is the sole owner of the Business Assets with full right to sell or dispose of said assets as Seller may choose. No other person or persons have any claim, right, title, interest or lien in, to or on Seller, or any of the Business Assets described hereinabove. Seller shall provide to Purchaser prior to Closing UCC searches evidencing no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect liens on the PropertyBusiness Assets. (c) All federal, state, local, and foreign income, ad valorem, excise, sales, use, payroll, unemployment, and other taxes and assessments ("Taxes") that are due and payable by Seller on behalf of Seller as they relate to its business have been properly computed, duly reported, fully paid, and discharged. There are no unpaid Taxes that are or could became a lien on the Business Assets, except for current Taxes not yet due and payable. Seller has received no written notice and has no knowledge not incurred any liability for penalties, assessments, or interest under the Internal Revenue Code. No unexpired waiver executed by or on behalf of Seller with respect to any governmental assessments concerning the Property, which are unpaidTaxes is in effect. (d) Seller has no knowledge good and marketable title to all of the Business Assets. All of the Business Assets that are the subject of this Agreement are free and has received no written notice clear of any violation mortgages, liens, pledges, charges, encumbrances, equities, claims, easements, rights of lawway, municipal or county ordinances or codescovenants, or other legal requirements with respect to the Propertyconditions, and restrictions. (e) The Property does Seller is not violate environmental laws applicable to it and Seller has not used in default or in violation of any law, regulation, court order, or order of any federal, state, municipal, foreign, or other government department, board, bureau, agency, or instrumentality, wherever located, that could negatively impact the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the PropertyBusiness Assets. (f) Seller is orhas full power and authority to execute, as of the Closing Date will bedeliver, the owner of fee simpleand/or consummate this Agreement, marketable title subject to the Property. (g) None of the lots are located conditions to Closing set forth in a flood plain area. (h) No improvements or repairs this Agreement. All reports and returns required to be filed by Seller with any governmental and regulatory agency with respect to this transaction have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full properly filed. Except as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those otherwise disclosed in writing this Agreement, no notice to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid or approval by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lienperson, firm, entity, including governmental authorities, is required by Seller to consummate the transaction contemplated by this Agreement. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of Seller warrants and represents to Purchaser as follows, which warranties and representations shall be deemed made on the Effective Date and shall be reaffirmed at Closing (unless subject to any change hereafter occurring with respect to the information referred to in subsections E. F., H. I., J. or K. (as to claims or defaults by tenants)). A. The title to the Property is, and at Closing will be, free and clear of all liens, encumbrances or leases, except the Permitted Exceptions. It shall be a different date condition to Purchaser’s obligation to proceed to the Closing that title to the Property will be marketable and good of record and insurable at standard title insurance company rates of the Escrow Agent, subject only to the Permitted Exceptions. B. Seller is specified)a validly existing Delaware limited partnership in good standing and has the authority to enter into and perform its obligations under this Agreement. The person executing this Agreement on behalf of Seller has been authorized to do so. C. The execution and delivery of this Agreement do not, and the consummation of the transaction contemplated hereby will not in any material respect, require any approval, consent, authorization or order of, or filing with, any private party or any governmental agency or body or violate any law, rule or regulation or any order, arbitration award, judgment or decree to which Seller is a party or by which it or any of the Property is bound. D. The Property is not subject to any option contract or other sales contract, or to any leases or other occupancy agreements created by Seller other than the Leases. E. Seller has no knowledge of, and has received no notice from, any governmental authority requiring any work, repairs, construction, alterations or installations on or in connection with the Property, or asserting any violation of any federal, state, county or municipal laws, ordinances, codes, orders, regulations or requirements affecting any portion of the Property, including, without limitation, any applicable environmental laws or regulations. There is no action, suit or proceeding pending or, to the knowledge of Seller, threatened against or affecting Seller or the Property or any portion thereof or relating to or arising out of the ownership of the Property, in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality. The Seller is not a debtor in any bankruptcy or other insolvency proceeding. F. The Seller has not received from any governmental authority any written notice of, and the Seller presently has no knowledge of, pending or contemplated condemnation proceedings affecting the Property. G. At or before the Closing, Seller represents shall duly terminate any management or leasing contract or fee arrangement between Seller and warrants any other party for or in connection with the Real Property, all payments due thereunder will be paid in full by Seller at or prior to Closing, and Seller shall hold Purchaser that:harmless from any claims thereunder, unless Purchaser, at its sole option, assumes any such agreement in writing. H. Seller has not received any notice from any insurance company or any board of fire underwriters (aor other body exercising similar functions) No person, firmclaiming any defects or deficiencies with respect to, or entity (requesting the performance of any repairs, alterations or other work to, the Property. I. To Seller’s knowledge without investigation, except as may be set forth in any environmental assessment to be delivered to Purchaser pursuant to Section 3 of this AgreementAgreement or as otherwise disclosed to Purchaser within five (5) days after the Effective Date, (i) the Real Property described in Exhibit “A” is not in violation of any applicable environmental law, including without limitation the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. Section 6901 et seq.) and the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.); (ii) no underground storage tanks, asbestos (either commercially processed or excavated raw materials), electrical transformers, fluorescent light fixtures with ballast, or other items or equipment containing polychlorinated biphenyls (“PCBs”), or other material regulated by any applicable environmental law (“Hazardous Materials”) are present on the Real Property described in Exhibit “A” in violation of any applicable environmental law; and (iii) Seller has not received any rights information from neighboring property owners indicating they have any concerns about existing environmental conditions which could affect the Property or suggesting they might look to Seller for contribution to clean up or remediate such condition. In the event Purchaser shall discover such Hazardous Materials, toxic substances, tanks or other unsatisfactory (in or Purchaser’s sole discretion) environmental conditions on the Property at any time prior to Closing, as Purchaser’s sole remedy, Purchaser shall have the right to acquire terminate this Agreement upon written notice thereof to Seller, whereupon Escrow Agent shall return the Deposit to Purchaser together with all interest thereon. Notwithstanding anything to the contrary herein, the effect of the representations made in this subsection shall be deemed to be modified to the extent of any information to the contrary obtained by any inspections, tests or investigations made by Purchaser or any of its agents, consultants, contractors, subcontractors, or any of its or their respective agents, employees or representatives agents, employees and representatives prior to the end of the Review Period. J. To Seller’s knowledge, no assessments or charges for any public improvements have been made against the Property which remain unpaid and no improvements to the Property or any part thereofroads or facilities abutting the Property have been made or ordered for which a lien, assessment or charge can be filed or made. K. The rent roll on Exhibit “B” lists (bi) all Leases in effect on the Effective Date, and (ii) guaranties with respect to the Leases in effect on the Effective Date (the “Guaranties”). To Seller’s knowledge, each of the Leases and Guaranties is valid and subsisting and in full force and effect, has not been further amended, modified or supplemented except as otherwise indicated on Exhibit “B”, the tenant thereunder is in actual possession in the normal course, the tenant is not in material default thereunder, no tenant under any Lease has asserted any claim of which Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would in any way affect the Property. (c) Seller has received no written notice collection of rent from such tenant, and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of default or breach on the part of the landlord under any violation of lawthe Leases has been received by Seller or its agents from the tenant thereunder. L. The rents set forth in Exhibit “B” are the actual rents, municipal income and charges presently being collected by Seller. To Seller’s knowledge, no tenant under any of the Leases is entitled to any concessions, allowances, rebates or county ordinances refunds or codeshas prepaid any rents or other charges for more than the current month except as may be authorized by the express terms of the applicable Leases. None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged or encumbered except in connection with any loan to be fully satisfied prior to, or at, Closing. No security deposits have been paid by any tenants which have not heretofore been returned, except as set forth in Exhibit “B” hereto, if any. M. Following Closing, no brokerage or leasing commissions or other legal requirements compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of any of the PropertyLeases or any extensions or renewals thereof. (e) The Property does not violate environmental laws applicable to it and N. If, after Seller’s execution hereof, any event occurs or condition exists which renders any of the representations contained herein materially untrue or misleading, Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Propertyshall promptly notify Purchaser in writing. (f) Seller is O. All documents provided to Purchaser, including without limitation the items provided pursuant to Section 3(A)(2), are the complete originals or, as if not originals, are true, accurate, and complete copies thereof. P. The copies of the Closing Date loan documents to be delivered in the future by Seller to Purchaser pursuant to this Agreement will be, the owner constitute complete copies of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the all loan documents executed by Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closingthe Mortgage (as hereinafter defined). (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that:Buyer as follows (both as of the Date of this Agreement and as of Closing): (a) No person, firm, To the best of Seller's actual knowledge: (i) There are no adverse or entity (except as may be set forth other parties in this Agreement) has any rights in or right to acquire possession of the Real Property or any part thereof, and (ii) other than as is of record no party has been granted any right of purchase, option, license, lease, or other right or interest relating to the use or possession of the Real Property, or any part thereof, and the Real Property is not subject to any contract or limitation of any kind. (b) To the best of Seller's actual knowledge there is no condition existing with respect to the Real Property, or any part thereof, which violates any federal, state, or local laws or regulations. c) To the best of Seller's actual knowledge, and except as set forth in any Phase I report delivered by Seller to Buyer before the Date of this Agreement: The Real Property does not contain, no activity upon the Real Property has received no written notice produced, and the Real Property has no knowledge not been used in any manner for the storage of, any hazardous or toxic waste materials; and the Real Property does not contain underground storage tanks of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Propertytype. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has the full right, power and authority to sell and convey the Property to Buyer as provided in this Agreement and to carry out Seller's obligations hereunder. Seller has, or will have as of the Closing, good and marketable title subject only to the Permitted Exceptions. All requisite corporate or other actions necessary to authorize Seller to enter into this Agreement and to perform its obligations hereunder have been taken; the joinder of no knowledge person or entity other than Seller will be necessary to convey the Real Property fully and completely to Buyer at Closing; and the execution and delivery of this Agreement and has received no written the Consummation of the transaction herein contemplated will not conflict with, or with notice or the passage of time, or both, result in a breach of any violation of law, municipal terms or county ordinances or codesprovisions of, or other legal requirements with respect constitute a default under, any indenture, mortgage, agreement, or instrument to which Seller is a party or by which Seller or Seller's property, including without limitation the Property, is bound. e) Seller is not a "foreign person" as defined in Internal Revenue Code Section 1445 and any related regulations. At the Closing, Buyer will have no duty to collect withholding taxes for Seller pursuant to the PropertyForeign Investors Real Property Tax Act of 1980, as amended. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as not in default in respect of the Closing Date will be, the owner any of fee simple, marketable title its obligations or liabilities pertaining to the Property. (g) None , nor is there any state of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, conditions or other conditionsevents which, which do after notice or lapse of time or both, would constitute or result in any way adversely affect such default. g) To the Propertybest of Seller's actual knowledge: The Property has not, or the successful operation during any of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due five (5) years prior to the inaccuracy thereof. This indemnity shall survive the Closing date of this Agreement, been subjected to any special use valuation or exemption for a period purposes of one (1) yearassessment and/or ad valorem taxes.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), 1. The Seller represents and warrants to Purchaser the Buyer that: (a) No person, firm, or entity (except as may be set forth in he has all the necessary authorizations and powers to conclude and perform this Agreement and to perform his obligations following from this Agreement) has any rights ; this Agreement gives rise to a legally binding and valid obligation of the Seller that can be enforced against him in or right to acquire the Property or any part thereof.accordance with its terms and deadlines; (b) Seller has received no written notice he is the exclusive owner of the Real Estate and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect been the Property.exclusive owner thereof for a period exceeding 3 (three) years prior to conclusion hereof; (c) the Real Estate is neither divided nor combined and is free of any legal defects, particularly contractual pre-emption rights, contractual mortgage rights, except for the mortgage right established in favor or the Bank which secures the Seller’s debt in the amount of CZK 20,000,000.00, third-party rights corresponding to contractual easements, except for the easements set forth on Title Sheet (LV) No. 2978, which is attached to this Agreement as its Schedule No. 1, lease rights and other rights of use, except for the leases set forth in Schedule No. 5 hereof, other rights or limitations and encumbrances for the benefit of third parties, regardless of whether or not these rights are registered in the Land Registry, including, but not limited to, the fact that it is not the subject of any pending enforced restitution claims, it is not encumbered with any tax or other receivables or arrears, and no court, administrative, arbitration or other proceedings are pending with respect to the ownership title or right of use to the Real Estate, and the Seller and/or any person authorized by the Seller has received no written notice and has no knowledge not performed any act that could encumber or limit the Real Estate in any of any governmental assessments concerning the Propertyabove-mentioned ways, which are unpaid.except for the easements that have arisen by operation of law, without the prior consent of the Buyer; the Seller is not aware that the legal relationships to the Real Estate would be or could be affected by a change in the legal relationships (i.e. a “note”); (d) the Seller is not aware that the Real Estate would have other factual material defects having their origin in the period when the Seller was the owner of the Real Estate (i.e. 5 years – since May 2003) other than those of which the Seller has informed the Buyer prior to conclusion hereof and/or those that the Buyer has ascertained himself on the basis of his investigations prior to conclusion hereof and of which he has notified the Seller in accordance with Art. VI (1) (h) hereof; (e) no knowledge third person, including the tenants set forth in Schedule No. 5 hereof, is entitled, or has incurred within the last four (4) years prior to the effect of and the transfer of the Real Estate hereunder, an unsettled entitlement to request that the Seller reduce the amount of the rent or provide a discount on the rent, indemnification or any other pecuniary amount (including claims on the grounds of unjust enrichment, etc.); no third person, including the aforementioned tenants, has provided, either in the past or at the present time, any advance payment in any form whatsoever on rent or fees for services, or has provided the Seller with any down payment or performance aimed at a future performance that is to be effected at any time after July 1, 2009, except for the usual security deposits or payments set out in the contracts with the tenants pursuant to Schedule No. 5 hereof; if the Seller has received no written notice any funds from the tenants of the Real Estate for the purpose of securing the rent and payments for the performances provided in connection with use of the real estate and for payment of any violation obligations related to the lease of lawthe Real Estate (deposits, municipal security, collateral) and these are related to the period when the right to manage the Real Estate was already borne by the Buyer as the owner of the Real Estate, the Seller agrees to transfer such funds within 14 (fourteen) days of acceptance of the Real Estate pursuant to Art. VIII (1) (iv) and Art. X. hereof to the Buyer’s bank account, which shall be communicated by the Buyer to the Seller to this end (this provision shall not apply to down payments, security deposits and other funds obtained by the Seller from the Buyer on the basis of the Lease Contract; (f) if the following was stored or county ordinances or codesmaintained in the Real Estate: (i) hazardous waste, or other as defined in Section 4 (a) of Act No. 185/2001 Coll., on waste, as amended (hereinafter the “Waste Act”); and/or (ii) dangerous substances, as defined in Section 2 (5) of Act No. 356/2003 Coll., on chemical substances and chemical preparations, as amended (hereinafter the “Chemical Substances Act”); and/or (iii) dangerous preparations, as defined in Section 2 (5) of the Chemical Substances Act; the above was stored and/or maintained in accordance with the applicable legal requirements regulations, particularly the Waste Act. This representation is related to the period: (i) with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used Remaining Part of the Property for the generationReal Estate, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) date when the Seller is or, as of the Closing Date will be, became the owner of fee simple, marketable title the Real Estate to the Propertydate of delivery of the Remaining Part of the Real Estate to the Buyer; and (ii) with respect to the subject of the lease, as defined in the Lease Contract, from the date when the Seller became the owner of the Real Estate to the date of conclusion of the Lease Contract. Furthermore, the Seller represents and warrants that he has not obtained any written information, notice, study or documentation that would bindingly demonstrate any environmental damage to the Real Estate or parts thereof within the meaning of Section 2 (a) of Act No. 167/2008 Coll., on prevention of environmental damage and its remedy, as amended. (g) None he is not aware that any hazardous waste as defined in subpar. (0) above would be stored or maintained in the Real Estate and/or part thereof prior to acquisition of the lots are located in a flood plain area.Real Estate by the Seller; (h) No improvements he is not aware that any unauthorized structures would be located in the Real Estate, regardless of whether or repairs have been made not these structures would be registered in the Land Registry or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller.third-party structures; (i) As of direct access to the Closing Date, there will be no unpaid bills or liens Real Estate is ensured for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of pedestrians and vehicles from a public road; the Seller on is not aware that access by pedestrians and/or vehicles to the Property of Real Estate would be restricted in any kind against the Property, other than those items which are pro-rated in connection with Closing.manner whatsoever (except for usual maintenance and repairs) and/or subject to payment; (j) the Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style represents that, as of the development date of hereof, there is no pending court dispute with any supplier of electricity, water, gas and heat and the contracts with these suppliers are not being breached, as a consequence of which these contracts would be terminated; furthermore, the Seller represents that no fees are paid for use of the Property, except, if any, engineering networks to which the Real Estate is directly linked and that their use results in no additional costs or other obligations; the Seller is not aware of any disputes with the mentioned suppliers with respect to the prices of energies and/or outstanding payments for those disclosed in writing to Purchaser during the Feasibility Period.provided services; (k) All labor performed the Seller agrees to pay the installments on the Loan duly, in the full amount and materials supplied for in a timely manner, as agreed in the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lienMortgage Loan Agreement specified in Recital C. hereof. 2. The Seller makes the representations and warranties set out in this Art. IV hereof as of the date of this Agreement and is aware that the Buyer relies on these representations and warranties in conclusion hereof and would never conclude this Agreement without them. 3. The Seller agrees to reassure the Buyer of the continuing validity, accuracy and completeness of the representations and warranties set out in this Art. IV. hereof repeatedly, including prior to the actual transfer of the Real Estate in accordance with Art. VIII (l1) (i) hereof. If the Seller has no knowledge or information is unable to provide this reassurance, because he is aware of any factsfacts or matters that could cause this reassurance to be false, circumstancesinaccurate, incomplete or other conditionsmisleading, which do or would he shall explicitly state these facts in any way adversely affect the Propertyreassurance as exemptions. 4. The Seller represents that, or the successful operation as of the Propertydate hereof, except as specifically provided to Purchaser in writing during the Feasibility Period. All he is not aware of any breach of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereofBuyer set out in Art. This indemnity shall survive the Closing for a period of one (1) yearVI. hereof.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)In addition to other representations herein, Seller represents and warrants to Purchaser Buyer as of the date of closing that: (a) No person8.1 Seller has full power and authority to execute this Agreement and perform Seller's obligations and duties hereunder: 8.2 The Property is not subject to any leases, firmtenancies or rights of persons in possession; 8.3 Neither the Property nor the sale of the Property violates any applicable statute, ordinance or entity (except as may be set forth in this Agreement) has regulation, nor any rights in order of any court or right any governmental authority or agency, pertaining to acquire the Property or the use occupancy or condition thereof; 8.4 Seller is unaware of any part thereof.material defect in the Property; (b) 8.5 All persons and entities supplying labor, materials and equipment to the Property have been paid and there are no claims or liens; 8.6 There are no currently due and payable assessments for public improvements against the Property and Seller is not aware of any local improvement district or other taxing authority having jurisdiction over the Property in the process of formation; 8.7 The Property has legal access to all streets adjoining the Property; 8.8 Seller has received no written notice good and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property.; (g) None 8.9 Seller is not a "foreign person" for purposes of Section 1445 of the lots are located Internal Revenue Code. Prior to closing, Seller shall execute and deliver to Closing Agent an affidavit in a flood plain area.order to meet the Foreign Investment in Real Property Tax Act ("FIRPTA") requirements of I.R.C. # 1445; and (h) No improvements or repairs have been made or will be made to 8.10 Seller has not received notification of any kind from any agency suggesting that the Property on behalf is or may be targeted for a Superfund or similar type of cleanup. To the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as best of the Closing DateSeller's knowledge, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on neither the Property on behalf of Seller nor any portion thereof is or for services of architects, surveyors or engineers engaged by Seller. has been used (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit storage, disposal or discharge of the Seller on the Property of any kind against the Propertyoil, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities solvents, fuel, chemicals or any homeowners in the community regarding the type of toxic or style of the development of the Propertydangerous or hazardous waste or substance, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (kii) All labor performed and materials supplied for the Property have been fully paid by Selleras a landfill or waste disposal site, and (iii) does not contain any person for such labor or materials may claim no mechanic's lien or any other lien. (l) underground storage tanks. Seller has no knowledge or information of any factsagrees to indemnify, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify defend and hold Buyer harmless the other party for from and against any and all loss, damagesdamage, claims, penalties, liability, suits, costs and expenses (including, without limitation, reasonable attorneys' fees) and also including without limitation, costs of remedial action or liabilities cleanup, suffered or incurred due by Buyer arising out of or related to any such use of the Property, or portion thereof, occurring prior to the inaccuracy thereof. This indemnity shall survive the conveyance to Buyer, about which Seller knew or reasonably should have known prior to Closing for a period of one (1) yearand did not disclose to Buyer.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), a) Seller represents and warrants to Purchaser that: (ai) No personSeller has the full right, firmpower, and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under this Agreement, (ii) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or entity provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound, (except as may be set forth in this Agreementiii) has any rights in there is no existing or right pending (or to acquire Seller’s knowledge threatened) litigation affecting Seller or the Property, other than claims that Seller intends to file against the former management company for the Property and certain individuals relating to improper reimbursement of expenses (the “Management Dispute”), and Seller hereby agrees to indemnify, defend and hold harmless Purchaser from and against any and all claims, causes of action, loss, cost or any part thereofexpense incurred by Purchaser in connection with the Management Dispute, which indemnification obligation expressly shall survive Closing. (biv) Seller has no knowledge of, and has not received no any written notice and has no knowledge of of, any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge violation of any governmental assessments requirements (including “Environmental Requirements”, as defined below) concerning the Property, which are unpaid.have not been remedied, (dv) Seller has no knowledge of of, and has received no written notice of any violation of lawnot received, municipal or county ordinances or codes, or other legal requirements with respect to the Property., written notice from any governmental authority regarding, any change to the zoning classification, any condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Property or that otherwise affects the Land or the Improvements other than an extension until December 31, 2014 from the Town of Cary, North Carolina, to complete certain improvements required by a special use permit pertaining to Parcel One, (evi) The Property does not violate environmental laws applicable to it the list of contracts attached hereto as Exhibit “E” (the “Contracts”), is a true, correct and Seller has not used complete list of all service contracts, equipment leases and/or maintenance agreements affecting the Property for the generationProperty, storage or handling of hazardous materials or contaminants and there has been are no release of a hazardous substance on or from other such agreements affecting the Property., (fvii) Seller is ornot a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, (viii) except for those tenants in possession of the Closing Date will beProperty under written leases for space in the Property, as shown on the rent rolls attached hereto as Exhibit “F” (collectively, the owner “Rent Rolls”), there are no parties in possession of, or claiming any possession to, any portion of fee simple, marketable title to the Property., (gix) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the at Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes claims in connection with any repair of the Property by or assessments on behalf of Seller that could result in the filing of a lien against the Property, (x) the Rent Rolls (which are effective as of the date indicated thereon), and as the same shall be updated and recertified at Closing by Seller, are and shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent have been given other than those reflected on such Rent Rolls, (xi) the financial statements delivered by Seller to Purchaser pursuant to Section 4.1 hereof, are true, correct and complete in all material respects, and, to the best of Seller’s knowledge, all other information delivered by Seller to Purchaser pursuant to Section 4.1 hereof are true, correct and complete in all material respects. (xii) Seller has no knowledge, and has received no notice, regarding any environmental contamination on, at or adjacent to the Property, (xiii) Seller has not received any written or verbal notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any naturework or alterations with respect to the Property, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities except those as to which Seller has completed remedial action which has been formally accepted as sufficient by such authority or other services provided for the benefit of the Seller on the Property insurer, (xiv) there are no employment agreements of any kind against to which Seller is a party, including union or collective bargaining agreements, which will be binding on Purchaser after the Property, other than those items which are pro-rated in connection with Closing., (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (lxv) Seller has no knowledge or information of any factsmaterial defects in the drainage systems, circumstancesfoundations, roofs, walls, superstructures, plumbing, air conditioning and heating equipment, electrical wiring, boilers, hot water heaters or other conditions, which do or would in any way adversely affect the Property, or the successful operation portions of the Property, except and to the best of Seller’s knowledge, the Improvements were constructed substantially in accordance with the plans and specifications for the construction thereof, (xvi) to the best of Seller’s knowledge, the Improvements are free from the presence or suspected presence of any form of mold, including those producing mycotoxins, specifically including, but not limited to, Aspergillus, Penicillium, and Stachybotrys, (xvii) to the best of Seller’s knowledge, there are no underground storage tanks located on or under the Property, there are no conditions on, at or relating to the Property which are in non-compliance with “Environmental Requirements” (as specifically provided defined below), and there are no “Hazardous Materials” (as defined below) on, in or under the Property in quantities that require reporting, investigation or remediation under Environmental Requirements, (xviii) Seller has obtained all necessary certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of the Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification; and additionally, the Property is legally compliant with all applicable zoning laws, rules and regulations, other than the special use permit requirements pertaining to the property located at 140 and 000 Xxxxxxx Xxxxxxxxx, Xxxx, Xxxxx, Xxxxxxxx, (xix) attached hereto as Schedule “F” and incorporated herein by reference, is a true, correct and complete list of all of the Loan Documents, and (xx) there are no defaults under the Loan Documents, nor have any events occurred which with the passage of time or the giving of notice or both would constitute a default under the Loan Documents. (xxi) the present unpaid principal balance of the Loan is $12,761,608.10, the Loan currently accrues interest at the rate of 5.73% per annum, and the Lender is currently holding escrows and/or reserves under the Loan in the following amounts: Tax Escrow account with a current balance of $87,423.48, Property Insurance Escrow account with a current balance of negative $35,678.54, Reserve Escrow account with a current balance of $134,369.22, and Suspense account with a current balance of zero. Seller shall deliver a certificate to Purchaser in writing during at Closing updating and recertifying all of the Feasibility Periodforegoing representations and warranties to Purchaser as of the Closing Date. All of the foregoing representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity expressly shall survive the Closing for a period of one (1) year. If any of the foregoing representations and warranties is incorrect as of the Closing Date, however, and Seller cannot update and recertify any of the foregoing representations and warranties, then notwithstanding anything in this Agreement to the contrary, Purchaser’s sole and exclusive remedy shall be to either (i) terminate this Agreement upon written notice to Seller, in which event the Xxxxxxx Money shall be returned by Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further obligations hereunder except for the Surviving Obligations, or (ii) waive the incorrect representation(s) and warranty(s) and the recertification of such representation and warranty, in which event the parties shall proceed to Closing; provided, however, that in the event Seller is unable to update and recertify any representation or warranty as a result of the acts or omissions of Seller, its agents, contractors or employees, then Purchaser shall have the right to xxx Seller for Purchaser’s actual damages. Any representations or warranties made herein to Seller’s “knowledge” or to the best of Seller’s “knowledge” shall be based only upon the knowledge of Seller and without any investigation, which knowledge shall be deemed to consist only of the knowledge of Xxxxx X. Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxxxxx, and Xxxxx Xxxxx (“Seller’s Notice Persons”). Seller represents and warrants that Xxxxxxx Xxxxxxxxxxx is familiar with the day to day operation of the portion of the Property located in North Carolina and that Xxxxx Xxxxx is familiar with the day to day operation of the portion of the Property located in South Carolina. As used in this Agreement, the term “knowledge” shall mean only that nothing is known by or has come to the attention of any of Seller’s Notice Persons that is inconsistent with any of the representations or warranties, and “notice” received by Seller shall be limited to notice (written or oral) received by Seller or either of Seller’s Principals. (b) For purposes of this Agreement, “Hazardous Materials” shall mean any substance which is or contains (i) any “hazardous substance” as now or hereafter defined in §101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 X.X.X. §0000 et seq.) (“CERCLA”) or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 X.X.X. §0000 et seq.) (“RCRA”) or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) any radioactive material, including any “source material”, “special nuclear material” or “byproduct material”, as now or hereafter defined in 42 U.S.C. §2011 et seq.; and (ix) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under “Environmental Requirements” (as defined below) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. Further, for purposes of this Agreement, “Environmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil).

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatBuyer as follows: (a) No person, firmSeller is a corporation duly formed and validly existing under the laws of the State of Delaware and in good standing under the laws of the State of Delaware; Seller has, or entity (except as may be set forth will have prior to Closing, the full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; no consent is necessary from any party in order for Seller to enter into and perform this Agreement) ; the person signing this Agreement and any of the other documents on behalf of Seller has full power and authority to bind Seller; and when executed by Seller, this Agreement shall be binding and enforceable against Seller in accordance with its terms, and upon Seller’s execution of any rights other documents contemplated herein, they shall be binding and enforceable against Seller in or right to acquire the Property or any part thereofaccordance with their terms. (b) Other than as disclosed in the Property Documents, Seller has not received no any written notice and from any city, county, state or other government authority stating that the Property is in material violation of the laws, rules or ordinances applicable to the Property which violation has not been remedied. (c) There exists no knowledge actions, suits, arbitrations, investigations, condemnations or proceedings of any actual kind or nature whatsoever, legal or equitable, pending or threatened actionin writing, litigationagainst Seller or the Property, rezoningor any portion or portions thereof, in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality, including, without limitation, any condemnation or proceeding by any personeminent domain proceeding, entity that in each case, would materially affect the current ownership or governmental agency, which would affect operation of the Property. (cd) To Seller’s actual knowledge, Seller has not received no any written notice and has no knowledge from any city, county, state or other government authority stating that the Property is in violation of any Environmental Laws (as hereinafter defined) which violation has not been remedied. For purposes of this Agreement, "Hazardous Materials" shall mean any pollutants, contaminants, hazardous or toxic substances, materials or wastes (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, polychlorinated biphenyls (“PCBs”), PCB-containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as to the extent such terms are regulated by and used in any Environmental Laws and "Environmental Laws" shall mean all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental assessments concerning or quasi-governmental body or agency having jurisdiction over Seller, the Property, which are unpaid. (d) Seller has no knowledge Property or any portion thereof and in effect as of and has received no written notice the date of any violation of law, municipal or county ordinances or codes, or other legal requirements this Agreement with respect to the Property. (e) The Property does not violate environmental laws applicable or which otherwise pertain to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or any portion thereof, the successful use, ownership, occupancy or operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All or any portion thereof, or any owner of the representations Property, and warranties as the same have been amended, modified or supplemented from time to time prior to the date of Seller shall be true this Agreement, including but not limited to the Comprehensive Environmental Response, Compensation and correct as Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Closing Date Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and Seller shall reRecovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-certify to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the representations Radon and warranties on Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Closing Date Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), comparable state and shall indemnify local laws, and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due rules and regulations which have become effective prior to the inaccuracy thereof. This indemnity shall survive date of this Agreement under any and all of the Closing for a period of one (1) yearaforementioned laws.

Seller’s Representations and Warranties. As To induce Buyer to enter into this Agreement and to consummate the sale and purchase of the Effective Date (unless a different Property in accordance herewith, Sellers represent and warrant to Buyer as of the date is specified)hereof and as of the Closing Date, Seller represents and warrants to Purchaser that: (ai) No personparty has been granted by Sellers any license, firmlease or other right relating to the use or possession of the Property, or entity any part thereof, except the tenants under the Leases. No party has been granted by Sellers any right or option to acquire any interest in the Property except Buyer pursuant to the terms of this Agreement. (except ii) Each Seller has the full right, power, and authority to sell and convey the Property interests it owns as may provided in this Agreement and to carry out its obligations hereunder; all requisite action necessary to authorize each Seller to enter into this Agreement and to carry out its obligations hereunder has been or by the Closing will have been taken; and this Agreement and the documents to be delivered hereunder by Sellers do not violate any provision of any agreement or judicial order to which any Seller is a party or to which any Seller or the Property is subject. (iii) Except as set forth in this AgreementSchedule 4(a), to Sellers’ knowledge the Property is not in material violation of any laws, statutes, rules, regulations, permits or ordinances of any governmental uxxx (xxxxxxx, xxxxx, xxxxxx, xxxxxxxx, xxxxxxxxx, xxxx or otherwise), including without limitation the Americans With Disabilities Act, building codes and other rules and regulations concerning the construction or design of the Buildings, and is not in violation of any laws pertaining to environmental matters or Hazardous Substances, or of any covenants to which the Property is subject, except as disclosed on Schedule 4(a). Sellers have not approved or consented to the Release of any Hazardous Substances on the Property, as such terms are defined in the Leases. (iv) has any rights To Sellers’ knowledge, the Property is in good repair and working order, ordinary wear and tear excepted, and is free from material defects. (v) No condemnation proceedings or right similar actions or proceedings are now pending or, to acquire Sellers’ knowledge, threatened against the Property or any part thereof, except as disclosed on Schedule 4(a). (bvi) Seller has received no written notice and has no knowledge of Sellers are not a party to any actual or threatened action, litigation, rezoning, condemnation arbitration or administrative proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills with any present or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development former tenant of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (kii) All labor performed and materials supplied for with any person or entity concerning any aspect of the Property have been fully paid by Seller, and or having or claiming any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would interest in any way adversely affect the Property, or (iii) which affects or questions Sellers’ title to the successful operation Property or Sellers’ ability to perform its obligations under this Agreement. Sellers know of no presently pending or threatened litigation, arbitration or administrative proceeding affecting or questioning Sellers’ title to, or use of, the Property or any part thereof. There is no other litigation relating to the Property other than litigation that has been turned over to Sellers’ insurance carrier and in which such carrier has accepted defense of such action without reservation of right and which litigation is described on Schedule 4(a). (vii) Sellers are each duly organized, validly existing and in good standing under the laws of the Property, except as specifically provided state of Washington and are qualified to Purchaser transact business in writing during the Feasibility Period. All of state in which the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearProperty is situated.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser that: that (a) No personSeller is the true, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. lawful and exclusive owner of its Accounts; (b) each Purchased Account, to the best of Seller’ knowledge as of the Purchase Date, (i) is and will remain a bona fide existing obligation created by the sale and delivery of goods or services in 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 as of the Purchase Date without any Dispute, and (iv) is not subject to any special terms of payment which are not shown on the face of the Invoice or contract with any Account Debtor 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 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 no written notice notice, and has no knowledge is not otherwise aware, of any actual or threatened actionimminent bankruptcy, litigationinsolvency, rezoningor material impairment of the financial condition of any applicable Account Debtor regarding such Purchased Account; and (f) as of the Purchase Date, condemnation or proceeding by any personthe Purchased Accounts will be 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) subject to the approval of the Bankruptcy Court, entity or governmental agencySeller is fully authorized to enter into this Agreement; (b) upon approval of the Bankruptcy Court, which would affect the Property. this Agreement constitutes a legal and valid obligation that is binding upon Seller and that is enforceable against it; (c) Seller has received no written notice is in good standing in the jurisdiction of its organization and has no knowledge of any governmental assessments concerning the Propertyis duly qualified, appropriately licensed, and in good standing in each other jurisdiction in which are unpaid. it is required to be licensed; and (d) Seller has there are no knowledge of and has received no written notice of any violation of lawpending actions, municipal or county ordinances or codessuits, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property proceedings of any kind (whether civil or criminal) now pending (or, to its knowledge, threatened) against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information the adverse result of any facts, circumstances, or other conditions, which do or would in any way adversely material respect affect the Propertyits property or financial condition, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearthreaten its continued operations.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)In addition to other representations herein, Seller represents and warrants to Purchaser Buyer as of the date of closing that: (a) No person8.1 Seller, firmand the person signing on behalf of Seller, has full power and authority to execute this Agreement and perform Seller's obligations and duties hereunder, and all necessary corporate action to authorize this transaction has been taken; 8.2 The Property is not subject to any leases, tenancies or entity (except as may be set forth rights of persons in this Agreement) has possession; 8.3 To the best of Sellers knowledge, neither the Property nor the sale of the Property violates any rights in applicable statute, ordinance or right regulation, nor any order of any court or any governmental authority or agency, pertaining to acquire the Property or the use occupancy or condition thereof; 8.4 All persons and entities supplying labor, materials and equipment to the Property have been paid and there are no claims or liens; 8.5 Except as previously disclosed to Buyer as to Road Improvement District 24A, there are no currently due and payable assessments for public improvements against the Property and Seller is not aware of any part thereof.local improvement district or other taxing authority having jurisdiction over the Property in the process of formation: (b) 8.6 The Property has legal access to all streets adjoining the Property; 8.7 Seller has received no written notice good and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property.; (g) None 8.8 Seller is not a "foreign person" for purposes of Section 1445 of the lots are located Internal Revenue Code. Prior to closing, Seller shall execute and deliver to Closing Agent an affidavit in a flood plain area.order to meet the Foreign Investment in Real Property Tax Act ("FIRPTA") requirements of I.R.C. # 1445; and (h) No improvements or repairs have been made or will be made to 8.9 Seller has not received notification of any kind from any agency suggesting that the Property on behalf is or may be targeted for a Superfund or similar type of cleanup. To the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as best of the Closing DateSeller's knowledge, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on neither the Property on behalf of Seller nor any portion thereof is or for services of architects, surveyors or engineers engaged by Seller. has been used (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit storage, disposal or discharge of the Seller on the Property of any kind against the Propertyoil, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities solvents, fuel, chemicals or any homeowners in the community regarding the type of toxic or style of the development of the Propertydangerous or hazardous waste or substance, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (kii) All labor performed and materials supplied for the Property have been fully paid by Selleras a landfill or waste disposal site, and (iii) does not contain any person for such labor or materials may claim no mechanic's lien or any other lienunderground storage tanks. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller hereby represents and warrants to Purchaser thatBuyer the following: (a) No personSeller has received no written notice that the location, firmoperation, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire use of the Property violates any applicable law, statute, ordinance, rule, regulation, order, or determination of any governmental authority, or any part thereofrestrictive covenant or deed restriction or zoning ordinance or classification affecting the Property, including, without limitation, all applicable health and environmental laws and regulations (hereinafter sometimes collectively called "Applicable Laws"). (b) Seller has not received no any written notice and has no knowledge of that the Property is currently subject to any actual existing or threatened action, litigation, rezoning, condemnation pending investigation or proceeding inquiry by any persongovernmental authority or to any remedial obligations under any Applicable Laws pertaining to health or the environment ("Environmental Laws"), entity nor to Seller's knowledge, is any such investigation or governmental agencyinquiry existing, which would affect the Propertypending, or threatened. (c) There are no lease, use, or occupancy agreements by, through, or under Seller has received no written notice and has no knowledge affecting all or any portion of any governmental assessments concerning the Property, which and, other than Seller, there are unpaidno parties in possession of the Property, or any portion thereof. (d) Seller is not a party to, and Seller has no knowledge of and has not received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements actual litigation that is pending with respect to the Property, nor to Seller's knowledge, is there any litigation that is pending or threatened with respect to the Property (including, without limitation, any condemnation or notice of condemnation) affecting or related to the Property. (e) The Property does not violate environmental Seller is a duly formed and validly existing limited partnership under the laws applicable of the State of Delaware. Seller is authorized to it enter into this Agreement, and the undersigned signatory party for Seller has been duly authorized to consummate the transaction contemplated by this Agreement. This Agreement has been executed by each person or entity that has an ownership interest in the Property, and there is no requirement that any person or entity that has not used signed this Agreement grant any consent or take any other action in order to enable Seller to convey the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Propertyas contemplated by this Agreement. (f) There are no written agreements between Seller is or, as of and any other person for the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities sale or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development conveyance of the Property, except, if any, for those disclosed in writing and Seller has not granted to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information an option to purchase, right of any facts, circumstances, first refusal or other conditions, which do or would in any way adversely affect contractual right to acquire the Property, or the successful operation of the Propertyany part thereof, except as specifically provided to Purchaser in writing during the Feasibility Periodor any interest therein. All of the The foregoing representations and warranties of Seller shall be true and correct as of deemed to be repeated by Seller at the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for Closing. For a period of one (1) yearyear from and after Closing, Seller agrees to indemnify, defend, and hold Buyer harmless from and against, and to reimburse Buyer with respect to, any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Buyer at any time and from time to time by reason of or arising out of the breach of any representation or warranty of Seller set forth herein. The phrase "to Seller's knowledge" or words of similar import shall mean and refer to the actual, current knowledge of Jon Kennedy, without independent investigation or inquiry. XXXXX XXXNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CONVEYANCE OF THE PROPERTY SHALL BE SPECIFICALLY MADE "AS-IS" AND "WHERE-IS," WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (EXCEPT AS TO ANY EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND AS TO TITLE AS SET FORTH IN THE SPECIAL WARRANTY DEED), INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHATSOEVER. BUYER FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND CLOSING DOCUMENTS, NEITHER SELLER NOR ANY OF ITS AGENTS HAS MADE, AND THAT SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE CLOSING DOCUMENTS), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER NOT MADE IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF, AS TO, CONCERNING, OR WITH RESPECT TO, (i) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (ii) THE PROPERTY'S SUITABILITY FOR ANY AND ALL ACTIVITIES AND USES WHICH MAY BE CONDUCTED THEREON, (iii) THE COMPLIANCE OF OR BY THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY, (iv) THE PROPERTY'S HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (v) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT NEITHER SELLER NOR ANY OF ITS AGENTS HAS MADE, AND THAT SELLER AND ITS AGENTS SPECIFICALLY NEGATE AND DISCLAIM (EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE CLOSING DOCUMENTS), ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PROPERTY'S COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS. BY EXECUTION OF THIS AGREEMENT, BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY CONTAINED IN THIS AGREEMENT AND ANY INSTRUMENTS DELIVERED BY SELLER AT CLOSING, BUYER HAS RELIED AND SHALL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, ITS AGENTS OR CONTRACTORS. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY ANY PARTY PURPORTING TO ACT ON BEHALF OF SELLER (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY INSTRUMENT DELIVERED BY SELLER AT CLOSING).

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatPurchaser, as follows: 6.1.1 Seller has (ai) No personthe right, firm, or entity (except as may be set forth in power and authority to enter into this Agreement, and (ii) has any rights in or right the right, power and authority to acquire convey the Property or any part thereofin accordance with the terms and conditions of this Agreement. (b) 6.1.2 Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation pending action by any governmental authority or agency having the power of laweminent domain, municipal which might result in any part of the Property being taken by condemnation or county ordinances conveyed in lieu thereof. Seller shall, promptly upon receiving any such notice, give Purchaser written notice thereof. 6.1.3 Seller has received no written notice of any action, suit or codesproceeding pending or threatened in writing against, by or other legal requirements with respect affecting Seller’s right to transfer the Property or the title of the Property. (e) The Property does not violate environmental laws applicable to it 6.1.4 To the best of Seller’s knowledge, the Rent Roll attached hereto as Exhibit “E” is true, correct and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, complete as of the Closing Date will be, the owner of fee simple, marketable title to the Propertydate set forth therein. (g) None 6.1.5 Attached hereto as Exhibit “F” is a complete and accurate list of all service contracts, equipment leases, warranties and any other agreements which affect the use, operation or ownership of the lots are located in a flood plain area. Property (h) No improvements the “Contracts”). Purchaser shall provide written notice to Seller, on or repairs have been made or will be made before the Inspection Date of any Contracts that it wishes to terminate at Closing. Seller shall terminate any existing management agreements for the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As 6.1.6 Seller has no knowledge and has not received written notice of violation of any applicable federal, state or local laws pertaining to environmental matters, building codes or other uses of the Closing Date, there will be Property. 6.1.7 Seller has no unpaid bills or liens for past due taxes or assessments knowledge of any natureEnvironmental Materials which exist on or about the Property, for or of any pavingconditions which exist which do or may cause a violation of any Environmental Laws or of any Hazardous Materials stored upon the Property. 6.1.8 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1, sidewalkIT IS UNDERSTOOD AND AGREED THAT SELLER DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, curbingEXPRESS OR IMPLIED, waterWITH RESPECT TO THE PROPERTY, sewerINCLUDING, street improvementsBUT NOT LIMITED TO, other utilities WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN SELLER’S WARRANTY OF TITLE SET FORTH IN THE LIMITED WARRANTY DEED TO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OR ACCESS, INGRESS OR EGRESS, PROPERTY VALUE, OPERATING HISTORY, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1, PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR SELLER’S AGENTS OR EMPLOYEES. 6.1.9 PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED PURCHASER OF REAL ESTATE SIMILAR TO THE PROPERTY AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS, AND THAT PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6, PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS,” WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF PARAGRAPHS 6.1.7 THROUGH 6.1.8 (INCLUSIVE) SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN. 6.1.10 Without limiting Paragraph 6.1.8 through 6.1.9 (inclusive), Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or other services provided for the benefit of the Seller on the Property agents have made any representations or warranties of any kind against upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, including, but not limited to, the condition of the land or any improvements comprising the Property, other than those items which are prothe existence or non-rated in connection with Closing. existence of “Hazardous Materials” (j) Seller has made no representations to as hereinafter defined), economic projections or market studies concerning the Property, any county development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or local authorities or any homeowners in the community regarding the type or style of the development water rights, topography, drainage, soil, subsoil of the Property, exceptthe utilities serving the Property or any zoning or building laws, if any, for those disclosed in writing to Purchaser during rules or regulations or “Environmental Laws” (hereinafter defined) affecting the Feasibility PeriodProperty. Seller makes no representation or warranty that the Property complies with Title III of the Americans with Disabilities Act or any fire code or building code. 6.1.11 Except for a breach of a representation or warranty contained in this Section 6, Purchaser, any affiliate, parent of Purchaser, all shareholders, employees, officers and directors of Purchaser or Purchaser’s affiliate or parent, and their respective successors and assigns (k“Purchaser Group”) All labor performed and materials supplied for the Property have been fully paid by hereby covenant not to xxx Seller, and any person for such labor or materials may claim no mechanic's lien its general partners, or any other lien. (l) Affiliate of Seller has no knowledge or information Seller’s general partners for, and shall not enforce any liability or obligation of Seller, its general partners or Affiliates of Seller or Seller’s general partners for, and hereby agree not to bring, assert or maintain any factsaction or claim for contribution, circumstancescost recovery or otherwise, including for injunctive relief, relating directly or indirectly to the violation of Environmental Laws regarding the existence of asbestos or Hazardous Materials on, or other conditionsenvironmental conditions of, which do or would in any way adversely affect the Property, whether known or unknown, by any action or proceeding wherein a money or other personal judgment, including injunctive relief, is sought by Purchaser Group against Seller, its general partners or Affiliates of Seller or Seller’s general partners; provided, however, that Purchaser Group and their successors or assigns may bring any action or proceeding to enforce and realize rights and claims under such Environmental Laws for contribution, cost recovery or otherwise against third parties, including but not limited to Sellers’ predecessors’ in title to the successful operation Property and name Seller and Seller’s Affiliates in such action or proceeding to the extent they, or any of them, are necessary parties to such action or proceeding; further provided, however, that any judgment in any such action or proceeding in favor of Purchaser Group or their successors or assigns shall not be enforced by Purchaser Group or any such successor or assign against Seller, its general partners or Seller’s Affiliates or Seller’s general partners. 6.1.12 As used herein “Environmental Laws” means all federal, state and local statutes, codes, regulations, rules, ordinances, orders, standards, permits, licenses, policies and requirements (including consent decrees, judicial decisions and administrative orders) relating to the protection, preservation, remediation or conservation of the Propertyenvironment or worker health or safety, except all as specifically provided to Purchaser in writing during amended or reauthorized, or as hereafter amended or reauthorized, including without limitation, the Feasibility PeriodComprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601, et seq., the Resource Conservation Recovery Act of 1976 (“RCRA”), 42 U.S.C. § 6901, et seq., the Emergency Planning and Community Right-to-Know Act (“Right-to-Know Act”), 42 U.S.C. § 11001, et seq., the Clean Air Act (“CAA”), 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act (“Clean Water Act”), 33 U.S.C. § 1251, et seq., the Toxic Substances Control Act (“TSCA”), 15 U.S.C § 2601, et seq., the Safe Drinking Water Act (“Safe Drinking Water Act”), 42 U.S.C. § 300f, et seq., the Atomic Energy Act (“AEA”), 42 U.S.C. § 2011, et seq., the Occupational Safety and Health Act (“OSHA”), 29 U.S.C. § 651, et seq., and the Hazardous Materials Transportation Act (the “Transportation Act”), 49 U.S.C. § 1802, et seq. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all lossAs used herein, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one “Hazardous Materials” means (1) year“hazardous substances,” as defined by CERCLA; (2) “hazardous wastes,” as defined by RCRA; (3) any radioactive material including, without limitation, any source, special nuclear or by-product material, as defined by AEA; (4) asbestos in any form or condition; (5) polychlorinated biphenyls; and (6) any other material, substance or waste to which liability or standards of conduct may be imposed under any Environmental Laws.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser Buyer that: (a) No person, firm, or entity (except as may be set forth Seller has all requisite power and authority to enter into and perform this Agreement and to convey the Properties to Buyer on the terms described in this Agreement and to perform all obligations undertaken in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge The consummation of this Agreement will not violate or conflict with any actual governmental order, judgment or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Propertydecree applicable to Seller. (c) This Agreement has been duly executed and delivered on behalf of Seller, and at the Closing, all documents and instruments required hereunder to be executed and delivered by Seller has received no written notice will be duly authorized, executed and has no knowledge of any governmental assessments concerning the Property, which are unpaiddelivered. (d) The Oil and Gas Properties are not overproduced under State allowables; there are no imbalances in gas production with other working interest owners and no quantities of gas have been paid for, but not taken by gas purchasers; there is no existing obligation to make up gas for the account of any other person or for cash refunds due for any imbalance; Seller has no knowledge of and has not received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect prices that are subject to the Propertyrefund. (e) The Property does Seller is not violate environmental laws applicable to it in material breach of any leases or other contracts and Seller has not used agreements affecting the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the PropertyProperties. (f) Seller The Equipment in the aggregate is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Propertyin reasonable working condition. (g) None The Properties are free and clear of all past or presently asserted litigation which is pending or threatened as of the lots are located in a flood plain areaClosing Date. (h) No improvements Seller has complied in all material respects with all laws, rules, regulations, ordinances, codes and orders ("Laws") affecting or repairs have been made relating to any of the Properties, including, without limitation all Laws affecting or will be made relating to the Property on behalf plugging and abandonment of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs wells located on the Property on behalf of Seller lands included in or for services of architects, surveyors or engineers engaged covered by Sellerthe Pxxxxxties. (i) As No party is entitled to a right of first refusal or preferential right to purchase or similar right with respect to any of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with ClosingProperties. (j) Seller has made no representations to any county or local authorities or any homeowners in Except for the community regarding the type or style consent of the development lessor under the lease described in Exhibit "A" (the "Required Consent"), there is no consent, waiver or other prior action of any third party required in connection with the consummation of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Periodtransactions contemplated by this Agreement. (k) All labor performed and materials supplied To the best of Seller's knowledge, there are no unpaid invoices for the Property have been fully paid by Seller, and any person for such labor services provided or materials may claim no mechanic's lien or any other lienfurnished which relate to the Properties and which are attributable to the period before the Effective Date. (l) Seller has The documents and agreements set forth in Exhibit "A" constitute all contractually binding arrangements to which the Properties may be subject and which will be binding on the Properties or Buyer after Closing. (m) All ad valorem, property and similar taxes and assessments based on or measured by the ownership of the Properties for all years prior to 2002 have been properly paid. (n) There are no knowledge bankruptcy, reorganization or information of any factssimilar proceedings pending, circumstancesbeing contemplated by, or other conditionsthreatened against Seller. (o) To Seller's knowledge, no actions have been taken, no events have occurred and no conditions exist or have existed with respect to or affecting the Properties which do will or would could result in any way adversely affect the Propertymaterial liability or expense to Seller (or Buyer after Closing) (1) for costs recoverable under any federal, state, or the successful operation of the Propertylocal laws, except as specifically provided regulations or orders, to Purchaser remedy environmental contamination, (2) for damages to persons or property resulting from environmental contamination, or (3) incurred in writing during the Feasibility Periodresponding to, defending or participating in any governmental or regulatory proceeding relating to alleged environmental contamination. All of the The representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity set forth herein shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of Seller hereby makes the Effective Date (unless a different date is specified), Seller represents following representations and warrants warranties to Purchaser thatBuyer: (a) No personTo the best of Seller’s actual knowledge, firmwithout investigation, or entity (except as may be set forth in this Agreement) Seller has any rights in or right good and marketable fee simple title to acquire the Property or any part thereofProperty, subject only to the Permitted Exceptions. (b) To the best of Seller’s actual knowledge, there are no pending, threatened or contemplated condemnation actions involving any portion of the Property and Seller has received no written notice and has no knowledge of any actual or threatened such action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) From the execution of this Contract until the Closing, Seller has received no shall (i) maintain the Property in substantially the same condition as presently exists, reasonable wear and tear excepted, except as otherwise provided in this Contract, and (ii) refrain from entering into any contract or agreement affecting the Property or the title thereto which would extend beyond the Closing, without the prior written notice and has no knowledge consent of any governmental assessments concerning the Property, Buyer which are unpaidmay be withheld in Buyer’s sole discretion. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect is not a ‘foreign person’ which would subject Buyer to the Propertywithholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended, and, at Closing, under regulations promulgated pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. (e) The Property does not violate environmental laws applicable to it and Seller has not used There are no leases, licenses, contracts or agreements of any kind whatsoever affecting the Property except for (i) the generationPermitted Exceptions, storage or handling (ii) ordinary service contracts entered into in the ordinary course of hazardous materials or contaminants and there has been no release business, (iii) certain “desk agreements”, for use of a hazardous substance on or from offices within the Property, and (iv) the Lease. (f) Seller To the best of Seller’s actual knowledge, there is orno condition at, as of the Closing Date will beon, the owner of fee simple, marketable title under or related to the Property presently or potentially posing a significant hazard to human health or the environment, whether or not in compliance with law, and Seller has not engaged in any production, use, treatment, storage, transportation or disposal of any Hazardous Materials (as hereinafter defined) on the Property, nor has there been any release or threatened release of any Hazardous Materials, pollutant or contaminant into, upon or over the Property or any property adjacent thereto or into or upon ground or surface water at the Property or any property adjacent thereto. (g) None Except for de minimis amounts of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials Hazardous Materials customarily used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser Seller has not stored any Hazardous Materials on the Property or in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date any underground or above ground tanks, pits or surface impoundments and Seller shall rehas not used, placed or stored any polychlorinated biphenol-certify the representations and warranties containing or asbestos-containing materials on the Closing Date and shall indemnify and hold harmless Property or incorporated such materials into any buildings or interior improvements or equipment on the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearProperty.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller hereby represents and warrants to Purchaser thatBuyer the following: (a) No personSeller has not received any written notice that the location, firmconstruction, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire occupancy, operation, and use of the Property or (including any improvements and equipment forming any part thereof.) violates any applicable law, statute, ordinance, rule, regulation, order, or determination of any governmental authority or any board of fire underwriters (or similar body), or any restrictive covenant or deed restriction or zoning ordinance or classification affecting the Property, including, without limitation, all applicable building codes, flood disaster laws, and health and environmental laws and regulations (hereinafter sometimes collectively called "Applicable Laws"); (b) Seller has not received no any written notice and has no knowledge that the Property or Seller are currently subject to any existing, pending, or, to the best of any actual Seller's knowledge, threatened, investigation or threatened action, litigation, rezoning, condemnation or proceeding inquiry by any person, entity governmental authority or governmental agency, which would affect to any remedial obligations under any applicable Laws pertaining to health or the Property.environment ("Environmental Laws"); (c) Seller has not received no any written notice and has no knowledge of any governmental assessments concerning change contemplated in any of the Propertyapplicable Laws or of any judicial or administrative action, any action by adjacent landowners, or any fact or condition relating to the Property which are unpaid.would adversely affect, prevent, or limit use of the Property as a warehouse; (d) Seller has no knowledge There is a tenant lease affecting the Property, the terms of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect which are well known to the Propertybuyer which is the tenant under the Tenant Lease. (e) The Property does not violate environmental laws applicable to it and Seller has not received any written notice that the Land has been contaminated by or used the Property for the generation, storage or handling disposal of any hazardous materials substances, hazardous waste, or contaminants and there has been no release of a hazardous substance on or from the Propertypetroleum. (f) Seller is orhas not received any written notice of any threatened, as of the Closing Date will belitigation (including, the owner of fee simplewithout limitation, marketable title any condemnation or notice or a condemnation) affecting or related to the Property.; (g) None Seller is a duly formed and validly existing corporation qualified to do business in the State of Texas. Seller is authorized to enter into this Agreement, and the lots are located in a flood plain area.undersigned signatory party for Seller has been duly authorized to execute this Agreement; (h) No improvements There are no outstanding, written agreement with any other person for the sale or repairs have been made or will be made to the Property on behalf other conveyance of the Property. Buyer acknowledges and agrees that, except as specifically provided in this Agreement, Seller during the 90 days immediately preceding the Closing Date which will has not be paid for in full as of the Closing Datemade, does not make, and there will be no outstanding bills incurred for laborspecifically negates and disclaims any representations, services and materials used in making improvements warranties, promises, covenants, agreements, or repairs on the Property on behalf guarantees of Seller any kind or for services of architectscharacter whatsoever, surveyors whether express or engineers engaged by Seller. implied, oral or written, past, present, or future, of, as to, concerning, or with respect to (i) As the income to be derived from the Property; (b) the suitability of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, Property for any pavingand all activities and uses which Buyer may conduct thereon, sidewalkincluding, curbingwithout limitation, water, sewer, street improvements, other utilities or other services provided the possibilities for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the future development of the Property; (iii) the habitability, exceptmerchantability, marketability, profitability, or fitness for a particular purpose of the Property; (iv) the manner, quality, state of repair, or lack of repair of the property, (v) the nature, quality, or condition of the Property including, without limitation, the water, soil and geology; (vi) the compliance of or by the Property or its operation with any laws, rules, ordinances, or regulations of any applicable governmental authority or body; (vii) the manner or quality of the construction or materials, if any, for those disclosed in writing incorporated into the Property, (viii) compliance with any environmental protection, pollution, or land use laws, rules, regulations, orders, or requirements including, without limitation, Title III of the Americans with Disabilities Act of 1990, the Federal Water Pollution control Act, the Federal Resource Conservation and Recovery Act, the U.S. Environmental Protection Agency Regulations at 40 C.F.R., Part 261, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1996, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, and regulations promulgated under any of the foregoing; (ix) the presence or absence of hazardous materials at, on, under, or adjacent to Purchaser during the Feasibility Period. Property; (kx) All labor performed and materials supplied for the conformity of the Property have been fully paid by Sellerto past, and current, or future applicable zoning or building requirements; (xi) deficiency of any person for such labor drainage; (xii) the existence of vested land use, zoning, or materials may claim no mechanic's lien or building" entitlements affecting, the Property; (xiii) with respect to any other lien. (l) matter. Save and except only as expressed in this Agreement, Seller has no knowledge is not and shall not be liable or bound in any manner by any oral or written statements, representations, or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect pertaining to the Property, or the successful operation thereof, furnished by any real estate broker, agent, employee, servant or other person, or (xiv) the current tenant lease, or the enforceability, legal effectiveness, or other impact of the same on the Property, except as specifically provided legal, equitable, financial, or otherwise. Buyer further acknowledges and agrees that, to Purchaser in writing during the Feasibility Period. All maximum extent permitted by law, the sale of the representations Property as provided for herein is made on an "As Is" and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year."Where Is" condition

Seller’s Representations and Warranties. As Seller hereby represents and warrants to Buyer as of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatthe Closing Date as follows: (ai) No personSeller is a corporation organized under the laws of the State of Florida, firmis qualified to do business in the State of California; (ii) Neither the execution nor the delivery of this Contract, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Contract conflict with or will result in the breach of any of the terms, conditions, or entity (except as may be set forth in this Agreement) has provisions of any rights in agreement or right instrument to acquire the Property which Seller, or any part thereofshareholder, partner, or related entity or affiliate of Seller, is a party or by which Seller, or any shareholder, partner or related entity or affiliate of Seller, or any of Seller's assets is bound. (biii) To the best of Seller's knowledge, all taxes (rental, real and personal) relating to the Property have been paid; there are no special assessments with respect to the Property that are due and payable; and Seller has received no written notice and has no actual knowledge of any actual pending or threatened action, litigation, rezoning, assessments or condemnation or proceeding by any person, entity or governmental agency, which would affect proceedings relating to the Property. (civ) To the best of Seller's knowledge, there are no outstanding suits, actions, or proceeding relating to the Property. (v) That Seller is not subject to any commitment, obligation or agreement, including, any right of first refusal or option to purchase granted to a third party which would or could prevent it from completing the sale of the Property under this Contract or which would bind Buyer subsequent to consummation of this Contract. (vi) Seller has not received no any written notice and has no knowledge of any intention on the part of the issuing authority to cancel, suspend or modify or take any action or institute any proceeding to effect such cancellation, suspension or modification, of any permit, license or other approval required by Seller from any governmental assessments concerning or quasi-governmental authority for the occupancy, operation, maintenance and ownership of the Property, which are unpaid. (dvii) To the best of Seller's knowledge and belief, Seller has no knowledge of and has received no written notice of any violation existing violations of lawany federal, state, county or municipal or county ordinances or laws, ordinances, orders, codes, regulations or other legal requirements with respect to affecting the Property. (eviii) The Property does not violate To the best of Seller's knowledge, attached hereto as Exhibit "I" is a list of all studies and reports within Seller's possession or control addressing or evaluating the environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling condition of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (fix) To the best of Seller's knowledge, (i) the rent roll attached hereto as Exhibit "J" (the "Rent Roll") accurately sets forth and lists all leases (the "Leases") and all tenants presently in possession or entitled to possession of the Property, all security deposits from such tenants currently in the possession of the Seller, and the status of the payment of all rents and other charges due Seller is orfrom said tenants pursuant to the Leases listed. (x) Within five (5) days of the Effective Date, Seller shall provide to Buyer a true and accurate list of contracts for the management, repair and/or operation of the Property and Subject Premises (other than leases) (collectively the "Contracts"), which list shall then be deemed to be attached hereto as Exhibit "K" and incorporated herein. (xi) Within five (5) days of the Effective Date, Seller shall provide to Buyer true and correct copies of all Leases and amendments in Seller's possession and that all of such Leases are in full force and effect; that there are no other documents or agreements with respect to the tenants under the Leases or regarding occupancy of the Property other than the Leases; that, except as set forth in the Leases, there are no rent concessions given to any of the tenants except as set forth on the Rent Roll, and all rental and other payments due under such Leases, as of the Closing Date will bedate thereof, have been paid in full; that, except as set forth on the Rent Roll, the owner tenants under such Leases are not, as of fee simplethe date thereof, marketable title in default thereunder; that as of the date thereof, there are no commissions or other fees payable to any person, entity or agent with respect to the Propertyexecution of such Leases. (gxii) None of the lots are located The Disclosure Materials (as herein defined) contain all material documents, instruments, correspondence and other writings in a flood plain area. (h) No improvements or repairs have been made or will be made Seller's possession relating to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, ownership and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except for appraisals and internal memoranda and documents related solely to Seller's valuation of, and marketing efforts with respect to, the Property. (xiii) To the best of Seller's knowledge, except as specifically provided disclosed in the Disclosure Materials there are no pending condemnation or similar proceedings, existing contracts or leases, violations of laws, ordinances or regulations, pending actions, suits or proceedings, or parties in possession that would reasonably be expected to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties have a material, adverse effect on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearProperty.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser thatBuyer as follows: (a) No personTo the best knowledge of Seller (such knowledge being deemed, firmfor purposes of this Article V, to be solely the actual knowledge of Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx, with Seller acknowledging that such individuals are the individuals with primary responsibility for the management and operation of the Property), all water, sewer, gas, steam, electric, telephone, cable television, access and drainage facilities and all other utilities necessary to the current operation of the Property are currently available to the Property, are in working order and are adequate for Seller's present use of the Property. To the best knowledge of Seller, there is unrestricted direct access to the Property from an existing public street. To the best knowledge of Seller, there are no facts or conditions that will result in the termination of the present access from the Property to utility services, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire from the Property or any part thereofto existing public streets adjoining the Property. (b) To the best knowledge of Seller: the use, occupancy, operation and condition of the Property comply with all applicable zoning and building laws to which it is subject; and all applicable certificates of occupancy, permits, licenses and other evidences of compliance which are or were required or necessary to be obtained in connection with the ownership, operation and use of the Property have been obtained and complied with. (c) To the best knowledge of Seller, there is one (1) under ground and five (5) above ground storage tanks, and no other storage tanks, on the Property. Seller has no knowledge as to the contents of the underground storage tank on the Property referenced above. To the best knowledge of Seller, Seller has received no written notice notices (that have not been complied with and has no knowledge fully resolved) that would indicate that the Property is in violation of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaidlaws relating to environmentally hazardous materials. (d) Seller has There are no knowledge pending or, to the best of and has received no written notice of any violation of lawSeller's knowledge, municipal threatened, claims, suits, actions, or county ordinances arbitrations or codesregulatory, legal, or other legal requirements with respect proceedings or investigations affecting the Seller, the Property or Seller's rights and obligations under this Agreement except as shown on EXHIBIT E hereto. There is no pending or, to the best of Seller's knowledge, contemplated, condemnation of the Property, or any part of it. (e) Devcon is a corporation and CBMJV is a general partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and the U.S. Virgin Islands, respectively, with full power and authority, without default or the obtaining of any approvals or consents (except those contemplated herein and those that will be in place at Closing), to perform its obligations hereunder and to carry on their respective businesses as now conducted and to own and operate its properties and assets. Neither the execution nor the performance of this transaction will constitute a breach of Seller's organizational documents. The Property does not violate environmental laws applicable persons executing this Agreement on behalf of Seller have the full right and authority to it execute this Agreement on behalf of Seller and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Propertyto bind Seller. (f) The rent roll and, to the best knowledge of Seller, other Financial Statements of the Property (the "RENT ROLL"), and the Lease, Licenses and Contracts as supplied to Buyer, are true, correct and complete in all material aspects. To the best knowledge of Seller, there are no leases, licenses or agreements affecting the Property or to which Seller is or, as of a party other than the Closing Date will beLease, the owner Contracts listed on EXHIBIT C, the Licenses listed on EXHIBIT D, and those matters of fee simple, marketable title to the Propertypublic record. (g) None To the best of Seller's knowledge, the ten-year renewal option granted to the lessee in Section 1.02 of the lots are located Lease (the "VIPA LEASE OPTION") is and, after the assignment of the Lease to Buyer, will be, valid, binding and enforceable against VIPA in a flood plain areaaccordance with its terms. (h) No improvements All applicable real estate or repairs personal property taxes, sales taxes, occupation taxes, retail sales taxes, fuel taxes, gross receipts taxes and other special taxes that are due have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Sellerpaid. (i) As To the best knowledge of Seller, the Closing DateLease, there will be the Licenses and the Contracts are in full force and effect and unmodified. Seller (i) has paid all rents and other charges to the extent due and payable under the Lease, (ii) to the best of its knowledge, is not in default under the Lease, (iii) has received no unpaid bills or liens for past due taxes or assessments notice of any naturedefault from VIPA and (iv) to the best knowledge of Seller, for any pavingknows of no default by VIPA under the Ground Lease. Buyer acknowledges that, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided except for the benefit inquiry referred to in the definition of "the Seller on the Property best knowledge of any kind against the PropertySeller" set forth above, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county investigation or local authorities or any homeowners in the community regarding the type or style inquiry for purposes of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of rendering the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.set forth in this Article V.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller represents and warrants to Purchaser Buyer that: (a) No persona. Seller has good and marketable fee simple title to the Property; b. Seller has the right, firmpower and authority to enter into this Agreement and to consummate the transactions contemplated hereby in accordance with its terms; c. There are no leases, licenses contracts or entity (except as may be set forth in this Agreement) has agreements of any rights in or right to acquire kind whatever affecting the Property or any part thereof., except for two Ground Leases with Swift Agrisales, Inc., which may be terminated upon six (6) months notice; (b) d. Deliberately omitted; e. Seller has received no written notice and has no knowledge will not enter into any other contracts or agreements of any actual kind affecting the Property or any part thereof after the date of this Agreement, without the advance written consent of Buyer.; f. Seller knows of no pending or threatened actionproceedings, litigationincluding, rezoningwithout limitation, condemnation boundary line disputes, which might affect the Property or proceeding any part thereof or Seller’s title thereto; g. There exists no uncured notice served upon or delivered to Seller by any person, entity private or governmental agency, party which would affect might result in any lien upon or claim against the Property. (c) Seller has received no written notice and has no knowledge of Property or any governmental assessments concerning the Property, part thereof which are unpaid. (d) Seller has no knowledge of and has received no written notice of specify any violation of law, municipal rule, regulation, ordinance, covenant, condition or county ordinances or codes, or other legal requirements restriction with respect to the Property.Property or any part thereof; (e) The Property does not violate environmental laws applicable h. To the best of Seller’s knowledge and belief, such knowledge to it and Seller has not used be that of Dxxxxx X. Xxxxxx, the General Counsel of the Seller, after inquiry, there is no condition at, on, under or related to the Property for presently or potentially posing a significant hazard to human health or the generationenvironment, storage whether or handling of hazardous materials or contaminants not in compliance with law, and there has been no production, use, treatment, storage, transportation or disposal of any Hazardous Materials, as hereinafter defined, on the Property, nor any release or threatened release of a hazardous substance on any Hazardous Materials, pollutant or from contaminant into, upon or over the Property or into or upon ground or surface water at the Property.; (f) Seller is ori. To the best of Seller’s knowledge and belief, as such knowledge to be that of Dxxxxx X. Xxxxxx, the General Counsel of the Closing Date will beSeller, the owner of fee simpleafter inquiry, marketable title to the Property. (g) None of the lots no Hazardous Materials are located in a flood plain area. (h) No improvements now or repairs ever have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs stored on the Property on behalf of Seller in underground tanks, pits or for services of architects, surveyors surface impoundments and there are no asbestos-containing materials incorporated into the buildings or engineers engaged by Seller. (i) As interior improvements or equipment that are part of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities Property or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations assets to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing be transferred pursuant to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.this Agreement; and

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), a) Each Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (bi) Seller has received the full right, power, and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under this Agreement, (ii) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound, (iii) there is no written notice and existing or pending (or to Seller’s knowledge threatened) litigation affecting Seller or the Property, (iv) Seller has no knowledge of of, and has not received any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of, any violation of any governmental assessments requirements (including “Environmental Requirements”, as defined below) concerning the Property, which are unpaid.have not been remedied, (dv) Seller has no knowledge of of, and has received no written notice of any violation of lawnot received, municipal or county ordinances or codes, or other legal requirements with respect to the Property., written notice from any governmental authority regarding, any change to the zoning classification, any condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Property or that otherwise affects the Land or the Improvements, (evi) The Property does not violate environmental laws applicable the list of contracts attached hereto as Exhibit “E” (the “Contracts”), is a true, correct and (to it and Seller has not used the Property for best knowledge of Seller) complete list of all service contracts, equipment leases and/or maintenance agreements affecting the generationProperty, storage or handling of hazardous materials or contaminants and there has been are no release of a hazardous substance on or from other such agreements affecting the Property., (fvii) Seller is ornot a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, (viii) except for those tenants in possession of the Closing Date will be, the owner of fee simple, marketable title to Property under written leases for space in the Property., as shown on the rent roll attached hereto as Exhibit “F” (the “Rent Roll”), there are no parties in possession of, or claiming any possession to, any portion of the Property, (gix) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the at Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes claims in connection with any repair of the Property by or assessments on behalf of Seller that could result in the filing of a lien against the Property, (x) the Rent Roll (which is effective as of the date indicated thereon), and as the same shall be updated and recertified at Closing by Seller, is and shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent have been given other than those reflected on such Rent Roll, (xi) the financial information delivered by Seller to Purchaser pursuant to Section 4.1 hereof, is, to the best of Seller’s knowledge, true, correct and complete in all material respects, (xii) Except as set forth in those certain environmental reports furnished to Purchaser by Seller, as more particularly described on Schedule “D” attached hereto and incorporated herein, Seller has no knowledge, and has received no notice, regarding any environmental contamination on, at or adjacent to the Property, (xiii) Seller has not received any written or verbal notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any naturework or alterations with respect to the Property, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities except those as to which Seller has completed remedial action which has been formally accepted as sufficient by such authority or other services provided for the benefit of the Seller on the Property insurer, (xiv) there are no employment agreements of any kind against to which Seller is a party, including union or collective bargaining agreements, which will be binding on Purchaser after the Closing, (xv) to the best of Seller’s knowledge, (1) there are no underground storage tanks presently located on or under the Property, other than those items (2) there are no conditions on, at or relating to the Property which are proin non-rated compliance with “Environmental Requirements” (as defined below), and (3) there are no “Hazardous Materials” (as defined below) on, in connection with Closing.or under the Property in quantities that require reporting, investigation or remediation under Environmental Requirements, (jxvi) Seller has made no representations is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Executive Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Executive Order and such other rules, regulations, legislation, or orders are collectively called the “Foreign Asset Orders”). Neither Seller nor any beneficial owner of Seller (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Executive Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any county of the rules and regulations of OFAC or local authorities pursuant to any other applicable Foreign Asset Orders (such lists are collectively referred to as the “OFAC Lists”) or any homeowners (b) is a person who has been determined by competent authority to be subject to the prohibitions contained in the community regarding the type Foreign Asset Orders; or style of the development of the Property(c) is owned or controlled by, exceptor acts for or on behalf of, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien on the OFAC Lists or any other lien.person who has been determined by competent authority to be subject to the prohibitions contained in the Foreign Asset Orders, 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, (lxvii) Seller has no knowledge or information of any factsmaterial defects in the drainage systems, circumstancesfoundations, walls, superstructures, plumbing, air conditioning and heating equipment, electrical wiring, boilers, hot water heaters or other portions of the Property. (xviii) to the best of Seller’s knowledge, including following inquiry of Seller’s property manager, all sales or transactional privilege taxes from each applicable sales taxing authority (state, county, and city) with respect to the Property are paid current and there are no delinquencies with respect to the payment of such taxes. Seller shall deliver a certificate to Purchaser at Closing recertifying all of the foregoing representations and warranties to Purchaser as of the Closing Date, such that all such representations and warranties shall be deemed made to Purchaser as of the Closing Date. All of the foregoing representations and warranties expressly shall survive the Closing. (b) For purposes of this Agreement, “Hazardous Materials” shall mean any substance which is or contains (i) any “hazardous substance” as now or hereafter defined in §101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 X.X.X. §0000 et seq.) (“CERCLA”) or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 X.X.X. §0000 et seq.) (“RCRA”) or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other conditionspetroleum hydrocarbons; (v) asbestos and asbestos containing materials, which do or would in any way adversely affect form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) any radioactive material, including any “source material”, “special nuclear material” or “byproduct material”, as now or hereafter defined in 42 U.S.C. §2011 et seq.; (ix) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under “Environmental Requirements” (as defined below) or the common law, or any other applicable laws relating to the Property, and (x) any “hazardous substance” as now or hereafter defined in the Arizona Environmental Quality Act (Title 49, Arizona Revised Statutes) . Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. Further, for purposes of this Agreement, “Environmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the successful operation use of the Property, except as specifically provided relating to Purchaser in writing during pollution, the Feasibility Period. All protection or regulation of human health, natural resources, or the representations and warranties environment, or the emission, discharge, release or threatened release of Seller shall be true and correct as of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all lossenvironment (including, damageswithout limitation, costs ambient air, surface water, ground water or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) yearland or soil).

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Seller hereby warrants and represents and warrants to Purchaser that: (ai) No personSeller has full right, firmpower and authority to enter into, or entity (except as may be set forth in execute, acknowledge and deliver this Agreement) Agreement and that all requisite actions have been taken by Seller to consummate the transaction contemplated by this Agreement and no other party other than the party signatory to this Agreement has any rights interest in or right to acquire the Property or any part thereof.Property; (bii) Seller has not entered into any agreement for the sale or transfer of development rights affecting any portion of the Property; (iii) To the best of Seller’s knowledge, Seller has received no written actual notice of any threatened claim or litigation relating to the Property or the transactions contemplated by this Agreement that, if successful would have any material negative effect on the value of the Property or Seller’s ability to transfer the Property as contemplated by this Agreement. For purposes of this representation, “to the best of Seller’s knowledge,” shall mean the current actual knowledge of the County Attorney of the County of Fairfax, Virginia, without any independent investigation or inquiry, and has no without regard to the knowledge of any actual former or threatened actionother employees, litigation, rezoning, condemnation agents or proceeding by any person, entity or governmental agency, which would affect the Propertycontractors of Seller. (civ) To the best of Seller’s knowledge, this Agreement does not violate the terms of any other contract, lease agreement, law, order, regulation or instrument to which Seller has received no written notice is a party or by which Seller is bound. For purposes of this representation, “to the best of Seller’s knowledge,” shall mean the current actual knowledge of the Director of Fairfax County Department of Housing and has no Community Development, without any independent investigation or inquiry, and without regard to the knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, former or other legal requirements with respect to employees, agents or contractors of Seller; After execution of this Agreement, except as may otherwise be provided herein, Seller may not cause an adverse change in the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as condition of the Closing Date will be, Land or the owner status of fee simple, marketable Seller’s title to the Property. (g) None . Seller covenants and agrees immediately to notify Purchaser of any state of facts which would constitute a breach of or render inaccurate any of the lots are located in a flood plain areaforegoing warranties promptly after becoming aware of such state of facts. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As Buyer has agreed to purchase the Assets as a result of Buyer’s review and inspection of the Effective Date (unless a different date is specified)Assets, and not because of or in reliance upon any representation made by the Seller represents and warrants to Purchaser that: (a) No person, firmor any principal or employee of Seller, or entity (by any agent of the Seller, except as may be expressly set forth in this Agreement) , and that Buyer has agreed to purchase the Assets in their present condition, unless otherwise specified herein. Notwithstanding the foregoing, Seller represents that, to the best of Seller’s knowledge, Seller is not in possession of any rights in or right information, and no information has come to acquire Seller’s attention that would cause Seller to conclude that: the Property Hotel, or any part thereof. (b) Seller has received no written notice related facilities or utilities are not in conformance with applicable zoning, building codes or other laws and has no knowledge of regulations; the Hotel is not free from faulty materials and constructed according to sound engineering standards and constructed in a workmanlike manner; or there is any actual or threatened actionenvironmental contamination, litigationhazardous waste, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codesasbestos, or other legal requirements with respect toxic substances, in the Hotel or on the land upon which it is situate in any greater amount or degree than indicated in the environmental studies, if any. Seller further represents that, to the best of Seller’s knowledge, the roof and structure of the Hotel are sound and that all appliances, elevators, heating, air conditioning, plumbing , and other systems are now and will, at the Closing, be in good working order, ordinary wear and tear excepted. As used herein, “Seller’s knowledge” is limited to the actual knowledge of Xxxxxx X. Xxxx and Xxxxx Xxxxxxxx, employees of Seller who are engaged in matters directly related to the Property. (e) The Property does not violate . Except to the extent of any title insurance policy or environmental laws applicable report or study in the possession of Seller, copies of which Seller has agreed to it and provide to Buyer, in accordance with this Agreement, Seller has not used undertaken any independent investigation or verification of the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) matters described in this Paragraph. Seller is orselling the Assets and Buyer is purchasing the Assets, as of the Closing Date will be“AS-IS, the owner of fee simple, marketable title to the PropertyWHERE-IS” and “WITH ALL FAULTS”. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified)In addition to other representations herein, Seller represents and warrants to Purchaser Buyer as of the date of closing that: (a) No person8.1 Seller has full power and authority to execute this Agreement and perform Seller's obligations and duties hereunder; 8.2 The Property is not subject to any leases, firmtenancies or rights of persons in possession; 8.3 Neither the Property nor the sale of the Property violates any applicable statute, ordinance or entity (except as may be set forth in this Agreement) has regulation, nor any rights in order of any court or right any governmental authority or agency, pertaining to acquire the Property or any part the use occupancy or condition thereof.; (b) 8.4 Seller has received no written notice and has no knowledge is unaware of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect material defect in the Property.; (c) 8.5 All persons and entities supplying labor, materials and equipment to the Property have been paid and there are no claims or liens, except for work in process or for which payment is not yet due, and except for bona fide disputes which Seller has received covenants that it shall cause the Closing Agent to waive its standard mechanic's lien exception; 8.6 There are no written notice currently due and has no knowledge payable assessments for public improvements against the Property and Seller is not aware of any governmental assessments concerning local improvement district or other taxing authority having jurisdiction over the Property in the process of formation; 8.7 The Property has legal access to all streets adjoining the Property, which are unpaid.; (d) 8.8 Seller has no knowledge of reason to think that it may not have good and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property.property; (g) None 8.9 Seller is not a "foreign person" for purposes of Section 1445 of the lots are located Internal Revenue Code. Prior to closing, Seller shall execute and deliver to Closing Agent an affidavit in a flood plain area.order to meet the Foreign Investment in Real Property Tax Act ("FIRPTA") requirements of I.R.C. # 1445; and (h) No improvements or repairs have been made or will be made to 8.10 Seller has not received notification of any kind from any agency suggesting that the Property on behalf is or may be targeted for a Superfund or similar type of cleanup. To the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as best of the Closing DateSeller's knowledge, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on neither the Property on behalf of Seller nor any portion thereof is or for services of architects, surveyors or engineers engaged by Seller. has been used (i) As for the storage, disposal or discharge of oil, solvents, fuel, chemicals or any type of toxic or dangerous or hazardous waste or substance, (ii) as a landfill or waste disposal site, and (iii) does not contain any underground storage tanks. Seller hereby discloses that the existing mall structure, which will be demolished, contains asbestos and that a portion of the Closing Date, there structure is located on a portion of the property that will become a portion of Buyer's parking lot. Seller covenants that all the asbestos shall be removed by a certified environmental contractor prior to the demolition. Seller also discloses that other areas of the shopping center have been affected by hazardous materials contamination and all required remediation will be no unpaid bills or liens for past due taxes or assessments of any natureperformed. Seller agrees to indemnify, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge or information of any facts, circumstances, or other conditions, which do or would in any way adversely affect the Property, or the successful operation of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify defend and hold Buyer harmless the other party for from and against any and all loss, damagesdamage, claims, penalties, liability, suits, costs and expenses (including, without limitation, reasonable attorneys' fees) and also including without limitation, costs of remedial action or liabilities cleanup, suffered or incurred due by Buyer arising out of or related to such asbestos and other contamination and any such use of the Property, or portion thereof, occurring prior to the inaccuracy thereof. This indemnity shall survive the conveyance to Buyer, about which Seller knew or reasonably should have known prior to Closing for a period of one (1) yearand did not disclose to Buyer.

Seller’s Representations and Warranties. As The Seller hereby makes the following covenants, representations and warranties to the Purchaser as of the Effective Date (unless a different date is specified)Date, Seller represents and warrants to Purchaser that: (a) No person, firm, or entity (except as may be set forth in this Agreement) has any rights in or right to acquire the Property or any part thereof. (b) Seller has received no written notice and has no knowledge of any actual or threatened action, litigation, rezoning, condemnation or proceeding by any person, entity or governmental agency, which would affect the Property. (c) Seller has received no written notice and has no knowledge of any governmental assessments concerning the Property, which are unpaid. (d) Seller has no knowledge of and has received no written notice of any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage or handling of hazardous materials or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will bewith the understanding that each of the following covenants, representations and warranties are material and have been relied upon by the owner of fee simplePurchaser in connection herewith: A. The Seller has good, marketable and insurable fee simple title to the Land and Improvements, has entered into no agreement that would limit or restrict the Seller’s right to enter into this Agreement and fulfill its obligations hereunder, and otherwise has the ability to convey to the Purchaser good, marketable and insurable fee simple title to the Property, subject only to the Permitted Exceptions. (g) None B. To the best of the lots Seller’s knowledge, the Property is not subject to any construction liens, nor are located there any third parties in a flood plain areaor entitled to possession, occupancy or use of the Property except as set forth on the Rent Roll. C. The Rent Roll and Tenant Leases to be delivered by the Seller to the Purchaser, as they shall be updated from time to time through and including the Closing Date, are and shall be complete, true and accurate in all material respects, and to the best of the Seller’s knowledge: (hi) No improvements the Tenant Leases are in full force and effect and have not been modified or repairs have amended except as disclosed, in writing, to the Purchaser; (ii) there are no defenses or offsets thereto by the Tenant(s) thereunder; and (iii) there are no defaults by the Seller, as landlord, or the Tenant(s) under such Tenant Leases. D. The Property Contracts to be delivered by the Seller to the Purchaser, as they shall be updated from time to time through and including the Closing Date, are and shall be complete, true and accurate in all material respects and there are no defaults under such Property Contracts. E. The Seller has not received any notice of, nor is it aware of, any pending action to take all or any portion of the Property, nor has the Seller agreed or committed to dedicate any part of the Property. F. The Property has free and full access to and from all adjoining streets, roads and highways, including but not limited to Professional Drive, and there is no pending or, to the best of the Seller’s knowledge, threatened action that would limit or impair such access. G. To the best of the Seller’s knowledge the Property has not been made classified under any designation authorized by law to obtain a special low ad valorem tax rate or receive either an abatement or deferment of ad valorem taxes that, in such case, will be made result in additional, catch-up ad valorem taxes in the future in order to recover the amounts previously abated or deferred. There are no minimum value, minimum tax or other agreements with respect to the Property that would restrict the Purchaser’s right to contest the value or taxes attributable to the Property. The Property is not subject to any special assessments, an assessment district or any other governmental or quasi-governmental financing for the payment of any on or off-site improvements. The Property has been fully assessed since the construction of all Improvements has been completed. H. To the best of the Seller’s knowledge neither the Property nor its use is in violation of any local governmental rule, ordinance, regulation or building code, nor is there a pending or threatened investigation regarding a possible violation of any of the foregoing. I. The Seller has not received any notice of, nor is it aware of, any litigation or administrative proceeding pending or threatened (including the expiration of any appeal period with respect thereto) relating to the Property or to its use which may adversely affect the validity of any license, permit or other governmental determination or authorization necessary to the operation of the Property. J. From the Effective Date and through and including the Closing Date or the earlier termination of this Agreement, the Seller agrees to operate the Property consistent with the Seller’s operation of the Property prior to the Effective Date, and during such period the Seller agrees to: (i) refrain from transferring any portion of the Property or granting, or permitting the creation of, any easements, liens, claims, charges, mortgages, pledges, security interests, restrictions, or encumbrances upon the Property, (ii) refrain from entering into any contracts or other commitments burdening the Property without the prior written consent of the Purchaser which consent may be withheld in the Purchaser’s sole and absolute discretion; provided, however, that the Seller may, without the Purchaser’s consent, enter into any contract in the ordinary and usual course of business provided that any such contract may be terminated on no more than thirty (30) calendar days’ written notice; (iii) refrain from entering into any lease of the Property without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld; (iv) refrain from modifying, amending, terminating or renewing any existing lease(s) burdening the Property without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld; (v) refrain from consenting to any assignment or sublease in connection with any lease without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld; (vi) with the exception of ongoing cosmetic improvements, refrain from constructing any new improvements on, above or below the surface of the Land without the prior written consent of the Purchaser, which consent may be withheld in the Purchaser’s sole and absolute discretion (vii) keep in effect public liability and hazardous and extended coverage insurance for the Property, which insurance may be in the form of a blanket policy or policies; and (viii) use reasonable efforts to deliver to the Purchaser, promptly after receipt thereof, copies of all notices of violations of any laws, ordinances, regulations, orders, codes or requirements of any governmental authority having jurisdiction over the Property or the use or operation thereof. K. The Seller is not a “foreign person” as contemplated by Section 1445 of the Internal Revenue Code. Neither the Seller nor any of its affiliates is a person or entity with whom U.S. persons or entities are restricted or prohibited from doing business under any laws, orders, statutes, regulations or other governmental action relating to terrorism or money laundering (including Executive Order No. 13224 effective September 24, 2001, and regulations of the Office of Foreign Asset Control of the Department of the Treasury) (“Blocked Persons”), and, to the best of the Seller’s knowledge, neither the Seller nor any of its affiliates engages in any dealings or transactions with any Blocked Person or is otherwise associated with a Blocked Person. L. The Seller has the full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by the Seller pursuant hereto, and all required actions and approvals therefor have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of the Seller during are and shall be duly authorized to sign the 90 days immediately preceding same on the Seller’s behalf and to bind the Seller thereto. M. This Agreement and all documents to be executed pursuant hereto by the Seller are and shall be binding upon and enforceable against the Seller in accordance with their respective terms, and the transaction contemplated hereby will not result in a breach of, or constitute a default or permit acceleration and maturity under, any indenture, mortgage, deed of trust, loan agreement or other agreement to which the Seller or the Property is subject or by which the Seller or the Property is bound. N. The Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by the Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of the Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of the Seller’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. O. To the best of the Seller’s knowledge all utility services, including water, sanitary sewer, storm sewer, gas, electric, telephone and cable television facilities, are available to service the Property with connections at the boundary lines of the Property which adjoin public streets or pass through or are located on adjoining private land pursuant to easements running in favor of the Property. P. To the best of the Seller’s knowledge, all information pertaining to the Property delivered by the Seller to the Purchaser, including by way of illustration and not limitation, all books, records, financial statements, leases, mortgages, contracts and other documents, is and shall be, complete, true and accurate, in all material respects. Q. At or before the Closing Date which will not be Date, Seller shall have paid for or shall have caused to pay all outstanding amounts due under all outstanding contracts affecting the Property through the Closing Date. R. At or before the Closing Date, Seller shall have paid or shall have caused to pay in full all outstanding monetary liens affecting the Property, if any. S. Unless otherwise agreed in writing by the Purchaser as of the Closing Date, Seller shall terminate all Management Contracts, Service Contracts and Broker Leasing Agreements affecting the Property. T. There has not been, and prior to the Closing Date will not be, discharged, released, generated, treated, stored, disposed of or deposited in, on or under the Property, and to the best of the Seller’s knowledge, the Property is free of and does not contain, any “toxic or hazardous substance”, asbestos, urea formaldehyde insulation, PCBs, radioactive material, flammable explosives, underground storage tanks, or any other hazardous or contaminated substance (collectively, “Contaminants”) prohibited, limited or regulated under the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, or under any other applicable federal, state or local statutes, regulations or ordinances (collectively the “Environmental Laws”), and there will be are no outstanding bills incurred for labor, services and materials used substances or conditions in making improvements or repairs on the Property on behalf which may support a claim or cause of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As action under any of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on the Property of any kind against the Property, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county or local authorities or any homeowners in the community regarding the type or style of the development of the Property, except, if any, for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Environmental Laws. The Seller has no knowledge or information of any factssuit, circumstances, action or other conditionslegal proceeding arising out of or related to any Environmental Laws with respect to the Property which is pending or threatened before any court, which do agency or would government authority, and Seller has not received any notice that the Property is in any way adversely affect the Property, or the successful operation violation of the PropertyEnvironmental Laws. Notwithstanding the above, except as specifically provided the Purchaser acknowledges that the Property is occupied by medical tenants that may, in the normal course of their business, use substances considered hazardous. Notwithstanding anything contained in this Agreement to Purchaser in writing during the Feasibility Period. All of contrary, the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity set forth in this paragraph 9 shall survive the Closing for a period of one (1) yearyear from and after the Closing Date and then terminate (the “Termination Date”). Purchaser shall not have the right to recover damages from the Seller for any breach of such terminated representations and warranties if Purchaser has not notified Seller in writing of such alleged breach prior to the Termination Date.

Seller’s Representations and Warranties. As of the Effective Date (unless a different date is specified), a) Seller represents and warrants to Purchaser Buyer as of the Effective Date and again as of the Closing Date that: (ai) No personSeller is the fee title owner of the Real Property and has full power and authority to execute, firmdeliver and perform under this Agreement and the Transfer Documents, and no consent of any third party is required for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (ii) there are no actions or entity proceedings pending or, to Seller’s knowledge, threatened against Seller which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the Transfer Documents; (except as iii) the execution, delivery and performance of this Agreement and the Transfer Documents have not and will not constitute a breach of or default under any other agreement, law or court order under which Seller is a party or may be set forth in this Agreementbound; (iv) has there are no unrecorded leases (other than the Lease), liens or encumbrances which may affect title to the Property; any rights in or right to acquire existing financing secured by the Property or any part thereof.thereof will be satisfied and discharged in full at or prior to Closing and any liens or encumbrances relating thereto will be terminated and released of record at or prior to Closing; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the Closing; Purchase and Sale Agreement Academy Sports – Cartersville, GA (bv) Seller to Seller’s knowledge (1) no notice of violation has received no written notice and has no knowledge been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of any actual or threatened action, litigation, rezoning, condemnation or proceeding the Property by any person, entity authority or governmental agency, which would affect agency having jurisdiction; (2) there is no impending or contemplated Condemnation affecting the Property.; (3) there are no intended public improvements which will or could result in any charges being assessed against the Property or which will result in a lien upon the Property; and (4) there are no proceedings pending for the increase of the assessed valuation of the Property; (cvi) there are no suits or claims pending or, to Seller’s knowledge, threatened with respect to or in any manner affecting the Property or the Lease, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims; (vii) Seller has received no written notice and has no knowledge not taken any action to change the present use or zoning of any governmental assessments concerning or other entitlements or land-use permissions or restrictions upon the Property, which and to Seller’s knowledge there are unpaid.no such proceedings pending; (dviii) except as may be detailed in the multiple Phase One Reports and any other environmental documents included in Seller’s Diligence Materials, Seller has no actual knowledge of that there exists or has existed, and has received no written notice of neither Seller nor its affiliates have caused, any violation of law, municipal or county ordinances or codes, or other legal requirements with respect to the Property. (e) The Property does not violate environmental laws applicable to it and Seller has not used the Property for the generation, storage production, location, transportation, storage, treatment, discharge, disposal, release or handling of hazardous materials threatened release upon, under or contaminants and there has been no release of a hazardous substance on or from the Property. (f) Seller is or, as of the Closing Date will be, the owner of fee simple, marketable title to the Property. (g) None of the lots are located in a flood plain area. (h) No improvements or repairs have been made or will be made to the Property on behalf of the Seller during the 90 days immediately preceding the Closing Date which will not be paid for in full as of the Closing Date, and there will be no outstanding bills incurred for labor, services and materials used in making improvements or repairs on the Property on behalf of Seller or for services of architects, surveyors or engineers engaged by Seller. (i) As of the Closing Date, there will be no unpaid bills or liens for past due taxes or assessments of any nature, for any paving, sidewalk, curbing, water, sewer, street improvements, other utilities or other services provided for the benefit of the Seller on about the Property of any kind against the PropertyHazardous Materials. “Hazardous Materials” means any flammables, other than those items which are pro-rated in connection with Closing. (j) Seller has made no representations to any county explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or local authorities related materials, asbestos or any homeowners in the community regarding the type or style of the development of the Propertymaterial containing asbestos (including, exceptwithout limitation, if anyvinyl asbestos tile), for those disclosed in writing to Purchaser during the Feasibility Period. (k) All labor performed and materials supplied for the Property have been fully paid by Seller, and any person for such labor or materials may claim no mechanic's lien or any other lien. (l) Seller has no knowledge substance or information of material defined as a “hazardous substance” by any factsfederal, circumstancesstate, or other conditionslocal environmental law, which do ordinance, rule or would in any way adversely affect regulation including, without limitation, the PropertyFederal Comprehensive Environmental Response Compensation and Liability Act of 1980, or as amended, the successful operation Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to each of the Property, except as specifically provided to Purchaser in writing during the Feasibility Period. All of the representations and warranties of Seller shall be true and correct as of the Closing Date and Seller shall re-certify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, damages, costs or liabilities incurred due to the inaccuracy thereof. This indemnity shall survive the Closing for a period of one (1) year.foregoing;