Common use of Seller’s Representations Clause in Contracts

Seller’s Representations. The Seller represents and warrants to the Buyer that: (a) Seller is the sole owner, in fee simple, of the Property. (b) Title to be conveyed is good of record, and in fact, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such during the period of this Agreement. (c) Seller has not and will not, while this Agreement is in effect, enter into any other option or contract of sale or execute any deeds, easements, or rights-of-ways affecting the Property, or otherwise convey or encumber the sale. (d) There is no litigation or proceeding of any type pending or, to the knowledge of the Seller, threatened against or relating to the Property or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Property. (e) Seller has not and will not while this Agreement is in full force and effect cause or allow any trees, bushes, or other vegetation located on the Property to be removed or reduced in size or allow other waste to occur to the Property. (f) The Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such matters. (g) Neither the Seller nor or any related party is a Foreign Person under Section 1445 of the Internal Revenue Code, as amended, and will make an affidavit of this fact at time of Closing. If at any time prior to the conveyance of the Property", any of the above items (a) through

Seller’s Representations. The Seller In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Buyer Company as of each Closing Date that: (a) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller is of this Agreement and for the sole owner, in fee simple, sale and delivery of the Propertyapplicable Purchased Equity Interests to be sold by such Seller hereunder, have been obtained, except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the applicable Purchased Equity Interests to be sold by such Seller hereunder. (b) Title This Agreement has been duly authorized, executed and delivered by such Seller. (c) The sale of the applicable Purchased Equity Interests to be conveyed sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, material mortgage, material deed of trust, material loan agreement or other material agreement or instrument to which such Seller is good a party or by which such Seller is bound or to which any of recordthe property or assets of such Seller is subject, (ii) violate any provision of organizational documents of such Seller, if applicable or (iii) violate any applicable statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or any of its properties; except, in the case of clauses (i), (ii) and (iii), as would not reasonably be expected to, individually or in factthe aggregate, marketable and insurable have a material adverse effect the ability of such Seller to consummate the transactions contemplated by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such during the period of this Agreement. (cd) Immediately prior to the delivery of the applicable Purchased Equity Interests to the Company at the Initial Closing or Option Closing, such Seller has not holds and will not, while this Agreement is in effect, enter into any other option or contract of sale or execute any deeds, easements, or rights-of-ways affecting the Property, or otherwise convey or encumber the sale. (d) There is no litigation or proceeding of any type pending or, hold valid title to the knowledge applicable Purchased Equity Interests, and holds and will hold such applicable Purchased Equity Interests free and clear of all liens, encumbrances, equities or claims, except for any encumbrances (i) imposed under applicable securities laws or the organizational documents of the SellerCompany or Portillo’s OpCo or (ii) as would not reasonably be expected to, threatened against individually or relating in the aggregate, have a material adverse effect the ability of such Seller to consummate the Property or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Propertytransactions contemplated by this Agreement. (e) Such Seller (either individually or each together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement. Such Seller has not had the opportunity to ask questions and will not while receive answers concerning the terms and conditions of the transactions contemplated by this Agreement as such Seller has requested. Such Seller has received all information that it believes is necessary or appropriate in full force and effect cause or allow any trees, bushes, or other vegetation located on connection with the Property to be removed or reduced in size or allow other waste to occur to the Property. (f) The Property (i) transactions contemplated by this Agreement. Such Seller acknowledges that it has not been used at relied upon any time express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such matters. (g) Neither the Seller nor or any related party is a Foreign Person under Section 1445 benefit of the Internal Revenue Code, as amended, and will make an affidavit of Sellers in this fact at time of Closing. If at any time prior to the conveyance of the Property", any of the above items (a) throughAgreement.

Seller’s Representations. The Seller represents makes the following representations and warrants to the Buyer thatwarranties: (a) Seller is has full power and authority to enter into this Agreement (and the sole ownerpersons signing this Agreement for Seller have full power and authority to sign for Seller and to bind it to this Agreement) and to transfer and convey all right, title and interest in fee simple, of and to the PropertySubject Property in accordance with this Agreement. (b) Title To the best of the Seller’s knowledge, there is no suit, action, arbitration, legal, administrative or other proceeding or inquiry pending or threatened against the Subject Property, or any portion thereof, or pending or threatened against Seller which could affect Seller's title to be conveyed is good the Subject Property, or any portion thereof, affect the value of recordthe Subject Property, and in factor any portion thereof, marketable and insurable by title insurance company reasonably satisfactory or subject an owner of the Subject Property, or any portion thereof, to Buyer at standard rates and will be maintained as such during the period of this Agreementliability. (c) There are no: (i) Actual or impending public improvements or private rights which will result in the creation of any liens upon the Subject Property or any portion thereof, to the best of Seller’s knowledge. (ii) Uncured notices which have been served upon Seller has not and will notfrom any governmental agency notifying Seller of any violations of law, while this Agreement is in effectordinance, enter into rule or regulation which would affect the Subject Property or any other option or contract of sale or execute any deeds, easements, or rights-of-ways affecting the Property, or otherwise convey or encumber the saleportion thereof. (d) There is no litigation lease, license, permit, option, right of first refusal or proceeding other agreement, other than easement of any type pending orrecord, to which affects the knowledge of the Seller, threatened against or relating to the Subject Property or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Propertyportion thereof which will not be removed at closing. (e) Seller To the best of the Seller’s knowledge, there is no condition at, on, under or related to the Subject Property presently or potentially posing a significant hazard to human health or the environment, whether or not in compliance with law, and there has not and will not while this Agreement is in full force and effect cause or allow any treesbeen no production, bushesuse, treatment, storage, transportation, or other vegetation located disposal of any Hazardous Substance as defined and/or regulated under applicable federal, State and local laws and regulations related to human health and safety or the environment, on the Subject Property to be removed nor any release of any Hazardous Substance, pollutant or reduced in size contaminant into, upon or allow other waste to occur to over the Subject Property. (f) The Neither the grant nor the exercise of the Option will constitute a breach or default under any agreement to which Seller is bound and/or to which the Subject Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such matterssubject. (g) Neither To the best of Seller’s knowledge, Seller nor is in compliance with all applicable laws, statutes, orders, rules, regulations and requirements promulgated by governmental or any related party is a Foreign Person under Section 1445 other authorities relating to the Subject Property. Each of the Internal Revenue Code, as amended, above representations and will make an affidavit of this fact at time of Closingwarranties is material and is relied upon by Buyer. If at before the Closing, Seller discovers any time prior information or facts that would materially change the foregoing warranties and representations, Seller shall immediately give notice to the conveyance Buyer of the Property", those facts and information. If any of the above items (a) throughforegoing representations and warranties cease to be true before the Closing, Buyer may elect to terminate this Agreement, in which case Buyer shall be entitled to a refund of the Option Consideration, or Buyer may purchase the Subject Property in its “as is” condition, without any adjustment in the Purchase Price.

Seller’s Representations. The Seller hereby represents and warrants to Buyer, as of the Buyer thatdate hereof and as of the Closing, as follows: (a) Seller is does not have notice that Improvements are in violation of any applicable laws, statutes, ordinances, codes, covenants, conditions and restrictions of any kind or nature affecting the sole ownerReal Property or Improvements, in fee simpleincluding, of to the Propertyextent applicable, all handicapped accessibility laws, rules and regulations including applicable fire and safety requirements. (b) Title Seller does not have notice that the Property is in breach of any applicable law and regulation pertaining to be conveyed is good of recordsubdivision, planning, zoning and land use, building and fire safety, parking, and in factenvironmental requirements, marketable including (without limitation) laws and insurable by title insurance company reasonably satisfactory to Buyer at standard rates regulations concerning odors, noise, air emissions, discharge of water or pollution, and will be maintained as such during the period alteration of this Agreementor encroachment upon any fresh water or salt water wetland, flood plain or coastal area. (ci) To the best of Seller's knowledge, there are no underground storage tanks on the Property and (ii) Seller has not used or knowingly permitted the Property to be used and will notto the best of Seller's knowledge, while this Agreement is the Property has not been used for, storage, transfer, transportation or disposal of dangerous, toxic or hazardous materials, chemicals, wastes or similar substances or for the discharge of the same into the environment other than in effectthe normal course of Seller's business and consistent with local, enter into any other option or contract of sale or execute any deeds, easements, or rights-of-ways affecting the Property, or otherwise convey or encumber the salestate and federal regulations. (d) There is no litigation Seller has paid or proceeding of any type pending orwill pay in the normal course for all labor, to the knowledge of the Sellermaterials, threatened against or relating to architectural services, supplies, equipment and utilities serving the Property and all taxes and assessments on or with respect to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Property. (e) The Property is owned solely by Seller has and is not and will not while this Agreement is in full force and effect cause or allow subject to any treeslease, bushesfinancing contract, or security interest, mortgage, lien or other vegetation located encumbrance other than the Lease set forth on the Property to be removed or reduced in size or allow other waste to occur to the PropertyEXHIBIT F attached hereto. (f) The There are no legal or administrative proceedings commenced or threatened against the Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such mattersthe Property or its use and enjoyment, including (without limitation) proceedings involving environmental regulation, zoning, subdivision, condemnation, building or fire safety codes or special assessments. (g) Seller knows of no facts which would prevent Buyer from using and operating the Property after the Closing in the manner in which the Property has been operated or used by Seller. (h) Seller has received no notice and has no knowledge of any pending public improvements, liens or special assessments to be made in respect of, or assessed against, the Property by any governmental authority. (i) To the best of Seller's knowledge, there are no attachments, executions, assignments for the benefit of creditors or voluntary or involuntary proceedings in bankruptcy pending against or contemplated by Seller or otherwise applicable to the Property, and to the best of Seller's knowledge no such actions have been threatened. (j) Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Rhode Island, and has all requisite power and authority to carry on Seller's business as now conducted. (k) Seller has all requisite power and authority to execute, deliver and perform Seller's obligations under this Agreement. No consent, approval or other action by any person or entity is required with respect to Seller's execution, delivery and performance of Seller's obligations under this Agreement. Neither the execution and delivery of this Agreement by Seller nor Seller's performance of Seller's obligations hereunder will result in a violation or breach of any term or provision or constitute a default or accelerate the performance required under any other agreement or document to which Seller is a party or is otherwise bound or to which the Property, or any related party part thereof, is subject and will not constitute a Foreign Person under Section 1445 violation of any law, ruling, regulation or order to which Seller is subject. This Agreement constitutes a valid and binding obligation of Seller enforceable in accordance with its terms. (l) No person, firm or corporation or other entity has any right or option to lease or rent beyond the Closing Date or otherwise acquire the Property, or any part thereof. (m) The Real Property may be subdivided to accommodate the intention of the Internal Revenue CodeBuyer and Seller herein. (n) Seller has not received any notice of any reportable environmental contamination on the Property and Seller has delivered to Buyer, as amended, and will make an affidavit of this fact at time of Closing. If at any time prior to the conveyance date of this Agreement, copies of all reports in Seller's possession relating to the environmental condition of the Property", any . All representations and warranties contained herein will be true on and as of the above items Closing except as otherwise disclosed by Seller to Buyer in writing and approved as so disclosed by Buyer at or prior to the Closing. In the event Seller receives new information which would make any representation or warranty in this Section 9.01 untrue, incomplete or misleading, Seller shall not be in default under this Agreement, provided Seller provides such information in writing to Buyer within the earlier of 24 hours prior to Closing or three (a3) throughbusiness days of Seller's receipt of such information. In such event, Buyer shall have ten (10) business days to respond to such information, including the right to terminate this Agreement and receive its out-of-pocket expenses and costs. Further, the representations set forth in Section 9.01 of this Agreement pertaining to the Undeveloped Real Property shall survive the Closing for three (3) years. The representations pertaining to the Developed Property shall not survive the Closing.

Seller’s Representations. The Seller represents Parties, jointly and warrants severally, each hereby represent and warrant to Purchaser, except as set forth in that certain schedule (the Buyer that“Disclosure Schedule”) attached hereto as Exhibit H and made a part hereof for all purposes, as follows: (a) Seller Owner is a duly organized, validly existing limited liability company in good standing under the sole owner, in fee simple, laws of the PropertyState of Delaware and is authorized to conduct business in the State of California. Operator is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is authorized to conduct business in the State of California. This Agreement has been duly authorized, executed and delivered by each of Owner and Operator, and is and, at the time of the Closing, will be a legal, valid and binding obligation of each of the Owner and the Operator, respectively enforceable against each such party in accordance with its terms. (b) Title Neither of the Owner nor Operator has received written notice of any and, to be conveyed their actual knowledge, there is good no current, proposed or threatened eminent domain or similar proceeding, or private purchase in lieu of recordsuch proceeding, and which would affect the Property in fact, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such during the period of this Agreementany way whatsoever. (c) Seller Neither the Owner nor Operator has received any written notice of a claim or has actual knowledge that the Property does not and will notcomply with any federal, while this Agreement is in effectstate, enter into county, city or any other option laws, ordinances, rules and regulations, including, but not limited to, those relating to environmental, zoning, land use, subdivision, building, fire, health and safety matters, of any government or contract any agency, body or subdivision thereof bearing on the construction of sale the Improvements and/or on the operation, ownership or execute any deedsuse of the Property Including the LTCH and the MOB (collectively, easements, or rights-of-ways affecting the Property, or otherwise convey or encumber the sale“Applicable Laws”). (d) There is no litigation Neither the Owner nor the Operator has received written notice of or proceeding had actual knowledge of any type pending oror threatened, litigation which does or would affect the Property, including the LTCH and the MOB or their ability respectively to fulfill all of their respective obligations under this Agreement. Except as set forth in the Disclosure Schedule, there are no outstanding claims on either the Owner’s nor the Operator’s insurance policies which claims relate to the knowledge of Property, including the Seller, threatened against or relating to LTCH and the Property or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the PropertyMOB. (e) Seller Owner has delivered to Purchaser true and complete copies of all Leases. To actual knowledge of Owner, respectively, no material default or breach exists on the part of any tenant under the Leases. Owner, has fully completed all construction obligations and all tenant improvements specified in the Leases to be the responsibility of the landlord, thereunder and has paid all tenant improvement costs, allowances and leasing commissions applicable thereto and no such costs are payable at any time hereafter. Owner has not and will not while this Agreement is in full force and effect cause received any written notice of any default or allow any trees, bushes, or other vegetation located breach on the Property part of the landlord under any of the Leases, nor, to be removed its actual knowledge, does there exist any default or reduced breach on the part of the landlord thereunder. No Lease grants any tenant any right to purchase all or any portion of the Property. Except as set forth in size the Disclosure Schedule, there are no agreements which would require the payment of a leasing commission by the landlord, upon any renewal or allow other waste to occur to expansion of an existing Lease or new Lease executed or otherwise exercised after the Effective Date. There are no pending contracts for the sale of all or any portion of the Property. (f) The Property (i) Except as set forth in the Disclosure Schedule, there are no Service Contracts or other written agreements for services, supplies or materials affecting the use, operation or management of the Property. Each of Owner and Operator, as applicable, has not been used at any time for the manufacturedelivered to Purchaser true, storage, processing, disposal or dumping complete and correct copies of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such mattersService Contracts. (g) Neither the Seller Owner nor Operator has received any written notice or has actual knowledge concerning any related party alleged violation of any applicable environmental law, rule or regulation which remains uncured. (h) Neither Owner nor Operator is a Foreign Person under Section foreign corporation, foreign partnership, foreign trust or foreign estate (as defined in the Internal Revenue Code (“Code”)), and is not subject to the provisions of Sections 897(a) or 1445 of the Internal Revenue Code, as amended, and will make an affidavit of this fact at time of Closing. If at any time prior Code related to the conveyance withholding of the Property"sales proceeds to foreign persons. 1. WHENEVER REFERENCE IS MADE IN THIS AGREEMENT TO THE KNOWLEDGE OF EITHER OF THE SELLER PARTIES, any of the above items SUCH REFERENCE SHALL BE DEEMED LIMITED TO THE ACTUAL KNOWLEDGE AFTER REASONABLE INQUIRY OF XXXXX XXXXX (aCHIEF FINANCIAL OFFICER), XXXXXXX X. XXXX (GENERAL COUNSEL), AND/OR XXX XXXX (CHIEF EXECUTIVE OFFICER OF THE LTCH), (THE “KNOWLEDGE PARTIES”). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (A) throughPURCHASER HAS NOT RELEASED SELLER PARTIES FROM AND SELLER PARTIES SHALL REMAIN LIABLE FOR, ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR INDEMNITY SET FORTH HEREIN OR IN ANY CLOSING DOCUMENT WHICH SURVIVES THE CLOSING; AND (B) SELLER PARTIES ACKNOWLEDGE AND AGREE THAT (I) PURCHASER SHALL HAVE THE RIGHT TO DEFEND ANY GOVERNMENT CLAIM BY ALLEGING THAT A SELLER PARTY, NOT PURCHASER, IS LIABLE FOR SUCH CLAIM AND TO OTHERWISE SEEK CONTRIBUTION OR INDEMNITY FROM ANY OR ALL SELLER PARTIES FOR SUCH CLAIM; AND (II) PURCHASER HAS NOT ASSUMED, AND HAS NO OBLIGATION TO INDEMNIFY A SELLER PARTY FOR, ANY GOVERNMENT OR THIRD PARTY CLAIM ASSERTED AFTER THE CLOSING TO THE EXTENT APPLICABLE TO AN ACT OR OMISSION TAKEN OR FAILED TO BE TAKEN PRIOR TO THE CLOSING.

Seller’s Representations. The As of the Effective Date of this Agreement, Seller represents represents, warrants and warrants covenants as follows, and it shall be a condition precedent to Purchaser's obligation to consummate closing(s) that none of the Buyer that:following has been breached or would be breached if remade as of their respective date(s) of closing(s): (a) a. For so long as this Agreement continues in effect, Seller is shall not cause any change in the sole ownerProperty from its present physical condition except as required by governmental authorities and/or to finish the Lots, in fee simple, of and shall not commit any waste upon the Property. (bb. Seller will, during the terms of this Agreement, keep any existing mortgage(s) Title against the Property current and not in default and cause to be conveyed is good paid all taxes and other public charges against the Property so as to avoid forfeiture of record, and in fact, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such during the period of Purchaser's rights under this Agreement. (c) c. With the exception of restrictive for the Woodland Village HomeOwners Association Inc. and all other documents recorded or required to be recorded to subdivide the finished Lots, Seller has not made and will notnot make any commitments or representations to the applicable governmental authorities, while this Agreement is in effectany adjoining or surrounding property owners, enter into any civic association, any utility, or any other option person or contract of sale entity, which would in any manner be binding upon Purchaser or execute any deeds, easements, interfere with Purchaser's ability to utilize or rights-of-ways affecting develop the Property, or otherwise convey or encumber the salewithout Purchaser's prior written approval. (d) d. There is no litigation or proceeding violation of any type pending orlaw, ordinance, order or regulation affecting the Lots resulting from Seller's actions, and Seller agrees to take all necessary action to correct any such future violation caused or created by Seller prior to closing and to convey the Property free thereof. e. To the best knowledge of the Seller, threatened against there are no hazardous or relating to the Property toxic wastes or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Property. (e) Seller has not and will not while this Agreement is in full force and effect cause or allow any trees, bushes, or other vegetation located on the Property to be removed or reduced in size or allow other waste to occur to the Property. (f) The Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation petroleum waste or substances which are the subject of any federal, state or local environmental or pollution control laws upon or regulations regarding airadjacent to the Property or any part thereof, water and that it has received no notification of, and has no knowledge of, any investigation of the Property or solid pollution any part thereof by the U.S. Environmental Protection Agency or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of similar federal, state or local governmental authority, and local authoritiesagrees to take all necessary action to correct any such future violation caused or created by Seller prior or after closing and to take such corrective action in order to convey the Property free thereof. f. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public body or board or administrative agency, pending or threatened, which in any way impairs title to the Lots and/or creates an impediment to obtaining building permits for the Lots. g. It has no knowledge of any pending or threatened condemnation proceeding concerning any part of the Lots. h. Connection with all utilities necessary to service residences upon the Property, including but not limited to electric and public or private water and sewer system, is reasonably available upon proper application. i. The right of ingress to and egress from the Property, through direct access to a dedicated public road or to a dedicated private road with direct access to a dedicated public road, is reasonably available. j. All dedications or fees in lieu thereof (other than as set forth in Section 14 hereof), or as otherwise specified herein, shall have been made or paid by Seller. k. Seller shall provide Purchaser with all the information required to be disclosed to Purchaser's third party purchasers, regarding the Homeowners' Association for the Property. Seller shall have an ongoing responsibility to deliver to Purchaser, in a timely manner, any substantial or material amendments or changes to the information required to be delivered to Purchaser's third party purchasers. l. This Agreement has been duly authorized by Seller and all of its individual and corporate stockholders, partners, members and participants, and the Buyer's acquisition lenderterms hereof do not violate and are not inconsistent with any by-law, with respect statute, regulation, document, judicial or administrative proceeding, or anything else to such matterswhich Seller is legally bound and/or a party. (gm. Seller is not a "foreign person" as defined in Section 1445(f)(3) Neither the Seller nor or any related party is a Foreign Person under Section 1445 of the Internal Revenue Code as amended or replaced (the "Code"). At closing, Seller shall execute the Affidavit required by Section 1445(b)(2) of the Code and shall be responsible for filing such Affidavit as amended, required. Seller shall indemnify and will make an affidavit hold Purchaser harmless against any and all claims arising out of this fact at time of Closing. If at any time prior or relating to the conveyance execution, content or filing of the foregoing Affidavit. Seller shall also comply with any other reporting requirements imposed by the Code with respect to, or arising out of, the sale of the Property". n. Seller shall grant and provide such licenses, easements, and rights-of-way as Purchaser reasonably deems necessary for Purchaser's access to the Property and for Purchaser's ingress and egress and such other easements or rights-of-way needed for the purpose of Storm Water Quality Management or utility service, all of the foregoing not to materially interfere with development by Seller or materially devalue Seller's Property. All of the foregoing licenses, easements and rights-of-way shall conform with County requirements and approvals. o. As of each closing date, all sureties, bonds, and/or letters of credit required by the County or all other governmental agencies (including FHA/VA) in connection with Seller's development obligations shall have been posted by Seller, in the amount required by appropriate governmental agencies. p. Seller has disclosed, and provided Purchaser with copies of, any and all proffers and agreements between Seller and the local government officials, or otherwise affecting the Property, regarding the development of the above items (a) throughProperty and construction of the Lots. Seller shall be solely responsible for any and all monetary and development obligations set forth in any such proffers and/or agreements, except for capital facility charges, impact fees and front foot benefit assessments as hereinbefore set forth in this Agreement, which shall be Purchaser's obligation except as otherwise provided in this Agreement.

Seller’s Representations. The Seller hereby represents that the following statements are as of the Effective Date (and warrants to will be as of the Buyer that:Closing Date) true and correct. (a) Seller is the sole owner, in fee simple, lawful owner of the PropertyProperty and has all the requisite power and authority to execute this Agreement and all other documents referred to herein. (b) Title Seller has not received any written notice of (and has no actual knowledge of) any current fire, zoning, health, environmental, building code violations or any current violations of any law with respect to be conveyed the Property or any restrictions which will adversely affect use of the Property for DRM, Inc. There is good of recordno pending, and in factnor to Seller’s knowledge, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as any threatened condemnation or similar proceeding affecting the Property, nor has Seller any knowledge that any such during the period of this Agreementaction is presently contemplated. (c) Seller has not and will notThere is no action, while this Agreement is in effect, enter into any other option suit or contract of sale or execute any deeds, easementsproceeding pending, or rights-of-ways affecting to the PropertySeller’s actual knowledge threatened, against (or otherwise affecting) Seller or the Property in any court of law or equity, or otherwise convey or encumber the salebefore any governmental authority. (d) There is no litigation or proceeding of any type pending or, to the knowledge of To the Seller’s actual knowledge (except as may be disclosed in any environmental report provided by Seller to Purchaser), threatened against or relating to the Property or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Property. (e) Seller has not and will not while this Agreement is in full force and effect cause or allow any trees, bushes, or other vegetation located on the Property to be removed or reduced in size or allow other waste to occur to the Property. (f) The Property (i) has not been used at any time for the manufacturedisposal, storage, processingtreatment, disposal processing or dumping other handling of waste contamination, PCBs or other toxic or hazardous substances or wastes, under any applicable law. Purchaser understands and (ii) acknowledges that Purchaser is not, nor has it ever been, in violation relying upon the results of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and its own investigations concerning the Buyer's acquisition lender, with respect to such matters. (g) Neither the Seller nor or any related party is a Foreign Person under Section 1445 physical condition of the Internal Revenue CodeProperty (including the presence or absence on or under the Property of expansive soils and hazardous or toxic materials), as amended, the zoning and will make an affidavit of this fact at time of Closing. If at any time prior to the conveyance all other attributes of the Property", and that if it proceeds to closing it is acquiring the Property in an “as is” condition without representation or warranty by Seller of any of the above kind except for items (a), (b), (c) throughand (d) above, which representations and warranties shall expire three months after the Closing. All other warranties, including any implied by law, are hereby expressly disclaimed by Seller.

Seller’s Representations. The As of the Effective Date of this Agreement, Seller represents represents, warrants and warrants covenants as follows, and it shall be a condition precedent to Purchaser's obligation to consummate closing(s) that none of the Buyer that:following has been breached or would be breached if remade as of their respective date(s) of closing(s): (a) a. For so long as this Agreement continues in effect, Seller is shall not cause any change in the sole ownerProperty from its present physical condition except as required by governmental authorities and/or to finish the Lots, in fee simple, of and shall not commit any waste upon the Property. (bb. Seller will, during the terms of this Agreement, keep any existing mortgage(s) Title against the Property current and not in default and cause to be conveyed is good paid all taxes and other public charges against the Property so as to avoid forfeiture of record, and in fact, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such during the period of Purchaser's rights under this Agreement. (c) c. With the exception of restrictive covenants for the Woodland Village HomeOwners Association Inc. and all other documents recorded or required to be recorded to subdivide the finished Lots, Seller has not made and will notnot make any commitments or representations to the applicable governmental authorities, while this Agreement is in effectany adjoining or surrounding property owners, enter into any civic association, any utility, or any other option person or contract of sale entity, which would in any manner be binding upon Purchaser or execute any deeds, easements, interfere with Purchaser's ability to utilize or rights-of-ways affecting develop the Property, or otherwise convey or encumber the salewithout Purchaser's prior written approval. (d) d. There is no litigation or proceeding violation of any type pending orlaw, ordinance, order or regulation affecting the Lots resulting from Seller's actions, and Seller agrees to take all necessary action to correct any such future violation caused or created by Seller prior to closing and to convey the Property free thereof. e. To the best knowledge of the Seller, threatened against there are no hazardous or relating to the Property toxic wastes or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Property. (e) Seller has not and will not while this Agreement is in full force and effect cause or allow any trees, bushes, or other vegetation located on the Property to be removed or reduced in size or allow other waste to occur to the Property. (f) The Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation petroleum waste or substances which are the subject of any federal, state or local environmental or pollution control laws upon or regulations regarding airadjacent to the Property or any part thereof, water and that it has received no notification of, and has no knowledge of, any investigation of the Property or solid pollution any part thereof by the U.S. Environmental Protection Agency or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of similar federal, state or local governmental authority, and local authoritiesagrees to take all necessary action to correct any such future violation caused or created by Seller prior or after closing and to take such corrective action in order to convey the Property free thereof. f. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public body or board or administrative agency, pending or threatened, which in any way impairs title to the Lots and/or creates an impediment to obtaining building permits for the Lots. g. It has no knowledge of any pending or threatened condemnation proceeding concerning any part of the Lots. h. Connection with all utilities necessary to service residences upon the Property, including but not limited to electric and public or private water and sewer system, is reasonably available upon proper application. i. The right of ingress to and egress from the Property, through direct access to a dedicated public road or to a dedicated private road with direct access to a dedicated public road, is reasonably available. j. All dedications or fees in lieu thereof (other than as set forth in Section 14 hereof), or as otherwise specified herein, shall have been made or paid by Seller. k. Seller shall provide Purchaser with all the information required to be disclosed to Purchaser's third party purchasers, regarding the Homeowners' Association for the Property. Seller shall have an ongoing responsibility to deliver to Purchaser, in a timely manner, any substantial or material amendments or changes to the information required to be delivered to Purchaser's third party purchasers. l. This Agreement has been duly authorized by Seller and all of its individual and corporate stockholders, partners, members and participants, and the Buyer's acquisition lenderterms hereof do not violate and are not inconsistent with any by-law, with respect statute, regulation, document, judicial or administrative proceeding, or anything else to such matterswhich Seller is legally bound and/or a party. (gm. Seller is not a "foreign person" as defined in Section 1445(f)(3) Neither the Seller nor or any related party is a Foreign Person under Section 1445 of the Internal Revenue Code as amended or replaced (the "Code"). At closing, Seller shall execute the Affidavit required by Section 1445(b)(2) of the Code and shall be responsible for filing such Affidavit as amended, required. Seller shall indemnify and will make an affidavit hold Purchaser harmless against any and all claims arising out of this fact at time of Closing. If at any time prior or relating to the conveyance execution, content or filing of the foregoing Affidavit. Seller shall also comply with any other reporting requirements imposed by the Code with respect to, or arising out of, the sale of the Property". n. Seller shall grant and provide such licenses, easements, and rights-of-way as Purchaser reasonably deems necessary for Purchaser's access to the Property and for Purchaser's ingress and egress and such other easements or rights-of-way needed for the purpose of Storm Water Quality Management or utility service, all of the foregoing not to materially interfere with development by Seller or materially devalue Seller's Property. All of the foregoing licenses, easements and rights-of-way shall conform with County requirements and approvals. o. As of each closing date, all sureties, bonds, and/or letters of credit required by the County or all other governmental agencies (including FHA/VA) in connection with Seller's development obligations shall have been posted by Seller, in the amount required by appropriate governmental agencies. p. Seller has disclosed, and provided Purchaser with copies of, any and all proffers and agreements between Seller and the local government officials, or otherwise affecting the Property, regarding the development of the above items (a) throughProperty and construction of the Lots. Seller shall be solely responsible for any and all monetary and development obligations set forth in any such proffers and/or agreements, except for capital facility charges, impact fees and front foot benefit assessments as hereinbefore set forth in this Agreement, which shall be Purchaser's obligation except as otherwise provided in this Agreement.

Seller’s Representations. The Seller represents makes the following representations and warrants to the Buyer thatwarranties: (a) Seller has full power and authority to enter into this Agreement (and the persons signing this Agreement for Seller have full power and authority to sign for Seller and to bind it to this Agreement) and to transfer and convey all right, title and interest in and to the Subject Property in accordance with this Agreement. (a) There is no suit, action, arbitration, legal, administrative or other proceeding or inquiry pending or threatened against the sole ownerSubject Property or any portion thereof, in fee simpleor pending or threatened against Seller which could affect Seller's title to the Subject Property, or any portion thereof, affect the value of the Subject Property, or any portion thereof, or subject an owner of the Subject Property, or any portion thereof, to liability. (b) Title to be conveyed is good There are no: (i) Actual or impending public improvements or private rights which will result in the creation of recordany liens, and in factencroachments or encumbrances upon the Subject Property or any portion thereof. (ii) Uncured notices which have been served upon Seller from any governmental agency notifying Seller of any violations of law, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such during ordinance, rule or regulation which would affect the period of this AgreementSubject Property or any portion thereof. (c) Seller has There is no lease, license, permit, option, right of first refusal or other agreement, other than easement of record, which affects the Subject Property or any portion thereof which will not and will not, while this Agreement is in effect, enter into any other option or contract of sale or execute any deeds, easements, or rights-of-ways affecting the Property, or otherwise convey or encumber the salebe removed at closing. (d) There is no litigation condition at, on, under or proceeding related to the Subject Property presently or potentially posing a significant hazard to human health or the environment, whether or not in compliance with law, and there has been no production, use, treatment, storage, transportation, or disposal of any type pending orHazardous Substance as defined and/or regulated under applicable federal, State and local laws and regulations related to the knowledge of the Seller, threatened against or relating to the Property or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller human health and safety or the environment, on the Subject Property nor any release of any Hazardous Substance, pollutant or contaminant into, upon or over the Subject Property. (e) Neither the grant nor the exercise of the Option will constitute a breach or default under any agreement to which Seller has not and will not while this Agreement is in full force and effect cause bound or allow any trees, bushes, or other vegetation located on to which the Subject Property to be removed or reduced in size or allow other waste to occur to the Property. (f) The Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such matterssubject. (g) Neither Seller is in compliance with all applicable laws, statutes, orders, rules, regulations and requirements promulgated by governmental or other authorities relating to the Seller nor Subject Property. (h) No work has been performed or is in progress at, and no materials have been furnished to, the Premises or any related party portion thereof which may give rise to mechanic’s, materialmen’s or other liens against the Premises or any portion thereof; and (i) To the best of Seller’s knowledge the Subject Property is a Foreign Person under Section 1445 not subject to any encroachments, boundary line disputes, unrecorded rights or easements held by third parties, buried storage tanks or buried waste. Each of the Internal Revenue Codeabove representations and warranties is material and is relied upon by Buyer. Except insofar as Seller has advised Xxxxx in writing to the contrary, each of the above representations shall be deemed to have been made as amendedof the Closing and shall survive the Closing. At the Closing, if Buyer so requests, Seller shall deliver to Buyer a certificate in a form reasonably satisfactory to Buyer’s counsel stating that each of the above representations is true and will make an affidavit correct as of this fact at time of the Closing. If at before the Closing, Xxxxxx discovers any time prior information or facts that would materially change the foregoing warranties and representations, Seller shall immediately give notice to the conveyance Buyer of the Property", those facts and information. If any of the above items (a) throughforegoing representations and warranties cease to be true before the Closing, Buyer may elect to terminate this Agreement, in which case Buyer shall be entitled to a refund of the Option Consideration.

Seller’s Representations. The Seller represents makes the following representations ------------------------ and warrants warranties to Buyer for the purpose of inducing Buyer thatto execute and deliver this Agreement and to consummate the transaction contemplated by this Agreement, each of which representations and warranties are true and correct as of the date hereof: (aA) Seller is vested with fee simple title to the sole ownerProperty, has full authority to sell it to Buyer, and will violate no law, rule, regulation, judgment, or contract by Selling the Property to Buyer. (B) Seller is a Delaware limited liability company in fee simplegood standing, duly qualified to do business in California, and the sale contemplated hereby has been approved by Seller's Manager. The person signing this Agreement is authorized to execute it on behalf of Seller. All representations and warranties made herein shall be binding upon all persons who govern the affairs of Seller, as well as Seller. (C) Seller has not made, and is not aware of any existing contract of sale, option to purchase or right of first refusal with respect to the Property, except for contracts of sale to homebuyers in the ordinary course of business. (D) Seller has taken no action with respect to the Property that violates the current zoning of the Property. (bE) Title to be conveyed is good To the best of recordSeller's knowledge, and in fact, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such during the period of this Agreement. (c) Seller has not and will not, while this Agreement is in effect, enter into any other option or contract of sale or execute any deeds, easementsdischarged, or rights-of-ways affecting suffered anyone else to discharge any hazardous material on the Property, as that term is defined under any applicable federal or otherwise convey or encumber the sale. (d) There state law, nor is no litigation or proceeding Seller aware of any type pending orcondition on, to the knowledge of the Sellerin, threatened against or relating to under the Property or to that would that would constitute a violation under any such law. To the best of Seller's ability to sell the Property. The Seller knows of knowledge, there are no reasonable grounds or any basis for any such action relative to the Seller or underground storage tanks beneath the Property. (eF) Seller has not and will not while this Agreement is in full force and effect cause aware of no pending or allow threatened action by any trees, bushes, person or other vegetation located governmental agency that would prevent or materially impair the ability of Buyer to complete the improvements on the Property as per the contracts and subcontracts therefor, including any notice or threat of condemnation. (G) Seller is a "United States person" within the meaning of Sections 1445(f) and 7701(a)(30) of the Internal Revenue Code of 1986, as amended. (H) Neither Seller, any trustee of Seller, nor any member of Seller, if applicable, has commenced (within the meaning of any applicable law regarding bankruptcy or insolvency) a voluntary case, consented to the entry of an order for relief against it in an involuntary case, or consented to the appointment of a receiver of it or for all or any substantial portion of its property, nor has a court of competent jurisdiction entered an order or decree under any such law that is for relief against Seller or any of its trustees or members, if applicable, in an involuntary case, or has appointed a receiver of Seller or any of its trustees or members, or for all or any substantial portion of its property. (I) Seller acquired its title to the Property from Inco Homes Corporation, which is the sole member and 100% owner of Seller. Other than that, Seller's title to the Property is not derived, directly or indirectly, from any foreclosure proceeding, tax sale, adverse possession, or any other proceeding that would affect the marketability of its title to the Property. Seller is not in default in complying with the terms and provisions of any of the covenants, conditions, restrictions, rights-of-way or easements constituting one or more of the Permitted Exceptions which are to be removed or reduced in size or allow other waste to occur to performed of complied with by the owner of the Property. (fJ) The Seller shall maintain such policies of fire, liability, and other forms of insurance with respect to the Property (i) as it presently has at all times up to and through the Closing Date. Seller has not received from any insurance company which carries insurance on the Property any notice of default or any notice threatening to terminate any of the insurance policies. Seller has not received any notice from any insurance company or inspection or rating bureau setting forth any requirements as a condition to the continuation of any insurance coverage on or with respect to the Property or the continuation thereof at premium rates existing at present which has not been used at any time for the manufacture, storage, processing, disposal remedied or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such matterssatisfied. (g) Neither the Seller nor or any related party is a Foreign Person under Section 1445 of the Internal Revenue Code, as amended, and will make an affidavit of this fact at time of Closing. If at any time prior to the conveyance of the Property", any of the above items (a) through

Seller’s Representations. The Seller hereby represents to Buyer that the following matters are true and correct as of the date of execution of this Agreement and shall, except as otherwise disclosed in writing by Seller to Buyer, be true and correct as of the Closing: 25.1 Seller is a Delaware corporation, duly formed, validly existing and in good standing under the laws of the State of Delaware. 25.2 This Agreement and all documents executed by Seller that are to be delivered to Buyer at Closing (i) are, or at the time of Closing will be, duly authorized, executed and delivered by Seller, (ii) do not, and at the time of Closing will not, violate any provision of any judicial order to which Seller is a party or to which Seller or the Property is subject and (iii) constitute (or in the case of closing documents will constitute) a valid and legally binding obligation of Seller. Seller has full and complete power and authority to enter into this Agreement and, to perform its obligations hereunder. Seller hereby further represents and warrants to the Buyer that: (a) that Seller is not presently the sole ownersubject of a bankruptcy, in fee simple, of the Property. (b) Title insolvency or probate proceeding and Seller does not anticipate nor intend to file or cause to be conveyed is good of record, and in fact, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such filed any bankruptcy or insolvency proceeding involving Seller or Seller's assets during the period pendency of this Agreement. (c25.3 Seller is not a "foreign person" within the meaning of Section 1445(f)(3) Seller has not and will not, while this Agreement is in effect, enter into any other option or contract of sale or execute any deeds, easements, or rights-of-ways affecting the Property, or otherwise convey or encumber the sale. (d) There is no litigation or proceeding of any type pending or, to the knowledge of the Seller, threatened against or relating to the Property or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Property. (e) Seller has not and will not while this Agreement is in full force and effect cause or allow any trees, bushes, or other vegetation located on the Property to be removed or reduced in size or allow other waste to occur to the Property. (f) The Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such matters. (g) Neither the Seller nor or any related party is a Foreign Person under Section 1445 of the Internal Revenue Code, as amended. 25.4 Seller has not been served with respect to any pending actions, suits, arbitrations, claims or proceedings, at law, in equity or otherwise, affecting, all or any portion of the Property or in which Seller is a party by reason of Seller's ownership of the Property, including but not limited to, judicial, municipal or administrative proceedings in eminent domain, noticed alleged building code violations, health and safety violations, federal, state or local agency action regarding environmental matters, federal environmental protection agency or zoning violations, personal injuries or property damages alleged to have occurred at the Property or by reason of the condition or use of or construction on the Property. 25.5 To Seller's knowledge, and except as otherwise disclosed in writing to Buyer, Seller has received no written notice alleging that any aspect of the use, operation or development of the Property is in violation of (i) any applicable laws, ordinances or restrictions, (ii) any judicial or administrative action, or (iii) any recorded restrictions. 25.6 Seller has delivered to Buyer copies of all Contracts that will make an affidavit survive Closing and to which Seller is a party or which are in Seller's possession and, to Seller's knowledge, there are no other Contracts that will survive Closing other than those disclosed in the Title Report. To Seller's knowledge, the copies of the Contracts delivered to Buyer are true, correct and complete. 25.7 Except for the New Lease, there are no leases, licenses or other occupancy agreements affecting the Property. 25.8 Except as expressly set forth in the New Lease, there are no leasing commissions due or payable pursuant to or in connection with the execution of the New Lease with respect to any broker claiming under Seller. 25.9 Xxxxx Xxxx and Xxxxx Xxxxxxx are the representatives or employees of Seller who are most knowledgeable with respect to the Property. Where a representation or warranty is limited to the knowledge of Seller or the knowledge of Seller is referred to herein, such representation or warranty or reference is deemed to be limited to the current, actual knowledge, without independent investigation or inquiry, of Xxxxx Xxxx and Xxxxx Xxxxxxx. The representations, warranties and indemnities of Seller set forth in this fact at time Section 25 and in any Exhibits to this Agreement shall survive the Closing and continue until one (1) year after the Closing and shall automatically lapse and become null and void after said one (1) year period, and Buyer shall thereafter be barred from bringing or asserting any claim against Seller by reason of Closing. If at a breach of any time of such representations or warranties by Seller unless prior to the conveyance expiration of such time period, such claim is asserted in writing delivered to Seller specifying the Property", any of the above items (a) throughalleged breach.

Seller’s Representations. The As of the Effective Date of this Agreement, Seller represents represents, warrants and warrants covenants as follows, and it shall be a condition precedent to Purchaser's obligation to consummate closing(s) that none of the Buyer that:following has been breached or would be breached if remade as of their respective date(s) of closing(s): (a) a. For so long as this Agreement continues in effect, Seller is shall not cause any change in the sole ownerProperty from its present physical condition except as required by governmental authorities and/or to finish the Lots, in fee simple, of and shall not commit any waste upon the Property. (bb. Seller shall, during the terms of this Agreement, keep any existing mortgage(s) Title against the Property current and not in default and cause to be conveyed is good paid all taxes and other public charges against the Property so as to avoid forfeiture of record, and in fact, marketable and insurable by title insurance company reasonably satisfactory to Buyer at standard rates and will be maintained as such during the period of Purchaser's rights under this Agreement. (c) c. With the exception of restrictive covenants for the Wildewood Community Association Inc., any other applicable homeowner association and all other documents recorded or required to be recorded to subdivide the finished Lots, Seller has not made and will notnot make any commitments or representations to the applicable governmental authorities, while this Agreement is in effectany adjoining or surrounding property owners, enter into any civic association, any utility, or any other option person or contract of sale entity, which would in any manner be binding upon Purchaser or execute any deeds, easements, interfere with Purchaser's ability to utilize or rights-of-ways affecting develop the Property, or otherwise convey or encumber the salewithout Purchaser's prior written approval. (d) d. There is no litigation or proceeding violation of any type pending orlaw, ordinance, order or regulation affecting the Lots resulting from Seller's actions, and Seller agrees to take all necessary action to correct any such future violation caused or created by Seller prior to closing and to convey the Property free thereof. e. To the best knowledge of the Seller, threatened against there are no hazardous or relating to the Property toxic wastes or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Property. (e) Seller has not and will not while this Agreement is in full force and effect cause or allow any trees, bushes, or other vegetation located on the Property to be removed or reduced in size or allow other waste to occur to the Property. (f) The Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation petroleum waste or substances which are the subject of any federal, state or local environmental or pollution control laws upon or regulations regarding airadjacent to the Property or any part thereof, water and that it has received no notification of, and has no knowledge of, any investigation of the Property or solid pollution any part thereof by the U.S. Environmental Protection Agency or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of similar federal, state or local governmental authority, and local authoritiesagrees to take all necessary action to correct any such future violation caused or created by Seller prior or after closing and to take such corrective action in order to convey the Property free thereof. f. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public body or board or administrative agency, pending or threatened, which in any way impairs title to the Lots and/or creates an impediment to obtaining building permits for the Lots. g. It has no knowledge of any pending or threatened condemnation proceeding concerning any part of the Lots. h. Connection with all utilities necessary to service residences upon the Property, including but not limited to electric and public or private water and sewer system, is reasonably available upon proper application. i. The right of ingress to and egress from the Property, through direct access to a dedicated public road or to a dedicated private road with direct access to a dedicated public road, is reasonably available. j. All dedications or fees in lieu thereof (other than as set forth in Section 14 hereof), or as otherwise specified herein, shall have been made or paid by Seller. k. Seller shall provide Purchaser with all the information required to be disclosed to Purchaser's third party purchasers, regarding the Homeowners' Association for the Property. Seller shall have an ongoing responsibility to deliver to Purchaser, in a timely manner, any substantial or material amendments or changes to the information required to be delivered to Purchaser's third party purchasers. l. This Agreement has been duly authorized by Seller and all of its individual and corporate stockholders, partners, members and participants, and the Buyer's acquisition lenderterms hereof do not violate and are not inconsistent with any by-law, with respect statute, regulation, document, judicial or administrative proceeding, or anything else to such matterswhich Seller is legally bound and/or a party. (gm. Seller is not a "foreign person" as defined in Section 1445(f)(3) Neither the Seller nor or any related party is a Foreign Person under Section 1445 of the Internal Revenue Code as amended or replaced (the "Code"). At closing, Seller shall execute the Affidavit required by Section 1445(b)(2) of the Code and shall be responsible for filing such Affidavit as amended, required. Seller shall indemnify and will make an affidavit hold Purchaser harmless against any and all claims arising out of this fact at time of Closing. If at any time prior or relating to the conveyance execution, content or filing of the foregoing Affidavit. Seller shall also comply with any other reporting requirements imposed by the Code with respect to, or arising out of, the sale of the Property". n. Seller shall grant and provide such licenses, easements, and rights-of-way as Purchaser reasonably deems necessary for Purchaser's access to the Property and for Purchaser's ingress and egress and such other easements or rights-of-way needed for the purpose of Storm Water Quality Management or utility service, all of the foregoing not to materially interfere with development by Seller or materially devalue Seller's Property. All of the foregoing licenses, easements and rights-of-way shall conform with County requirements and approvals. o. As of each closing date, all sureties, bonds, and/or letters of credit required by the County or all other governmental agencies (including FHA/VA) in connection with Seller's development obligations shall have been posted by Seller, in the amount required by appropriate governmental agencies. p. Seller has disclosed, and provided Purchaser with copies of, any and all proffers and agreements between Seller and the local government officials, or otherwise affecting the Property, regarding the development of the above items (a) throughProperty and construction of the Lots. Seller shall be solely responsible for any and all monetary and development obligations set forth in any such proffers and/or agreements, except for capital facility charges, impact fees and front foot benefit assessments as hereinbefore set forth in this Agreement, which shall be Purchaser's obligation except as otherwise provided in this Agreement.

Seller’s Representations. The Seller represents makes the following representations and warrants to the Buyer thatwarranties: (a) Seller is has full power and authority to enter into this Agreement (and the sole ownerpersons signing this Agreement for Seller have full power and authority to sign for Seller and to bind it to this Agreement) and to transfer and convey all right, title and interest in fee simple, of and to the PropertySubject Property in accordance with this Agreement. (b) Title There is no suit, action, arbitration, legal, administrative or other proceeding or inquiry pending or threatened against the Subject Property, or any portion thereof, or pending or threatened against Seller which could affect Seller's title to be conveyed is good the Subject Property, or any portion thereof, affect the value of recordthe Subject Property, and in factor any portion thereof, marketable and insurable by title insurance company reasonably satisfactory or subject an owner of the Subject Property, or any portion thereof, to Buyer at standard rates and will be maintained as such during the period of this Agreementliability. (c) There are no: (i) Actual or impending public improvements or private rights which will result in the creation of any liens, encroachments or encumbrances upon the Subject Property or any portion thereof. (ii) Uncured notices which have been served upon Seller has not and will notfrom any governmental agency notifying Seller of any violations of law, while this Agreement is in effectordinance, enter into rule or regulation which would affect the Subject Property or any other option or contract of sale or execute any deeds, easements, or rights-of-ways affecting the Property, or otherwise convey or encumber the saleportion thereof. (d) There is no litigation lease, license, permit, option, right of first refusal or proceeding other agreement, other than easement of any type pending orrecord, to which affects the knowledge of the Seller, threatened against or relating to the Subject Property or to the Seller's ability to sell the Property. The Seller knows of no reasonable grounds or any basis for any such action relative to the Seller or the Propertyportion thereof which will not be removed at closing. (e) Seller There is no condition at, on, under or related to the Subject Property presently or potentially posing a significant hazard to human health or the environment, whether or not in compliance with law, and there has not and will not while this Agreement is in full force and effect cause or allow any treesbeen no production, bushesuse, treatment, storage, transportation, or other vegetation located disposal of any Hazardous Substance as defined and/or regulated under applicable federal, State and local laws and regulations related to human health and safety or the environment, on the Subject Property to be removed nor any release of any Hazardous Substance, pollutant or reduced in size contaminant into, upon or allow other waste to occur to over the Subject Property. (f) The Neither the grant nor the exercise of the Option will constitute a breach or default under any agreement to which Seller is bound or to which the Subject Property (i) has not been used at any time for the manufacture, storage, processing, disposal or dumping of hazardous substances or wastes, and (ii) is not, nor has it ever been, in violation of any federal, state or local laws or regulations regarding air, water or solid pollution or occupational health or safety. The Seller will cooperate in supplying all information and executing all documents necessary to satisfy any requirements of federal, state and local authorities, and the Buyer's acquisition lender, with respect to such matterssubject. (g) Neither Seller is in compliance with all applicable laws, statutes, orders, rules, regulations and requirements promulgated by governmental or other authorities relating to the Seller nor Subject Property. (h) No work has been performed or is in progress at, and no materials have been furnished to, the Premises or any related party is a Foreign Person under Section 1445 portion thereof which may give rise to mechanic’s, materialmen’s or other liens against the Premises or any portion thereof; and Each of the Internal Revenue Codeabove representations and warranties is material and is relied upon by Buyer. Except insofar as Seller has advised Buyer in writing to the contrary, each of the above representations shall be deemed to have been made as amendedof the Closing and shall survive the Closing. At the Closing, if Buyer so requests, Seller shall deliver to Buyer a certificate in a form reasonably satisfactory to Buyer’s counsel stating that each of the above representations is true and will make an affidavit correct as of this fact at time of the Closing. If at before the Closing, Seller discovers any time prior information or facts that would materially change the foregoing warranties and representations, Seller shall immediately give notice to the conveyance Buyer of the Property", those facts and information. If any of the above items (a) throughforegoing representations and warranties cease to be true before the Closing, Buyer may elect to terminate this Agreement, in which case Buyer shall be entitled to a refund of the Option Consideration, or Buyer may purchase the Subject Property in its “as is” condition, without any adjustment in the Purchase Price.