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

Seller’s Warranties and Representations. Seller hereby represents and warrants to Buyer as follows: (a) Seller has full power and lawful 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 and all actions of Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken; (b) This Agreement has been duly authorized by all necessary action on the part of Seller, has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller. (c) No person or entity other than Seller has an ownership interest in the Hotels, nor is the consent of any person or entity required in connection with Seller's performance of its obligations hereunder which has not been obtained. (d) There are no outstanding agreements (written or oral) pursuant to which Seller has agreed to sell or has granted an option or right of first refusal to purchase the Hotels or any part thereof. (e) To Seller's knowledge, Seller has received no written notice of any special taxes or assessments relating to the Hotels or any part thereof or any planned public improvements that may result in a special tax or assessment against any of the Hotels. (f) To Seller's knowledge, Seller has received no written 8 notice within the past three years of any violation of any provision of any applicable building, zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the date hereof. (g) To Seller's knowledge, Seller has provided to Buyer true and correct copies of each of the Operating Agreements in the form provided to Seller by Operator. (h) To Seller's knowledge, Seller has received no written notice of any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insurance.

Seller’s Warranties and Representations. Seller hereby warrants and represents and warrants to Buyer as followsthe following: (a) Seller is the legal and beneficial owner and holder of the Participation Interests. (b) Seller has full power the right, power, legal capacity and lawful authority to enter into execute and carry out the terms and provisions of deliver this Agreement and to execute and deliver all documents which are consummate the transactions contemplated by this Agreement and all actions of Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken; (b) hereunder. This Agreement has been duly authorized by all necessary action on the part of Seller, has been duly and validly executed and delivered by Seller and Seller, constitutes the valid valid, legal and binding agreement of Seller, and is enforceable against Seller in accordance with its terms. No approval of any person or entity is required for the execution of this agreement by Seller or the consummation of any of the transactions contemplated under this agreement. (c) No person or entity other than Seller has an ownership interest is a corporation duly organized, validly existing and in good standing under laws of the Hotels, nor is the consent State of any person or entity required in connection with Seller's performance of its obligations hereunder which has not been obtainedAlabama. (d) There are no outstanding agreements (written No claim or oral) pursuant defense exists as to any of the Participation Interests referenced herein, which Seller has agreed to sell or has granted an option or would defeat Purchaser’s right of first refusal to purchase the Hotels Participation Interests. Seller has made no prior pledge, sale or assignment of any part thereofParticipation Interest. (e) To Seller's knowledgePurchaser has made no representations, guarantees, or assurances whatsoever as to the expected or projected profitability, return, success, performance result, effect, consequence, or benefit (whether legal, regulatory, tax, financial, accounting, or otherwise) of the sale hereunder. Seller will be relying upon its own judgment and its own advisors with respect to the sale hereunder and Seller has received no written notice of not sought and is not relying on any special taxes or assessments relating information provided by Purchaser as a courtesy to Seller with respect to the Hotels or any part thereof or any planned public improvements that may sale hereunder. All terms of, and the documentation evidencing, this Agreement have been the result in a special tax or assessment against any of arm’s-length negotiations between the Hotelsparties. (f) To Seller's knowledge, Seller has received no written 8 notice within That each Participation Interest is eligible under this Agreement for purchase on the past three years of any violation of any provision of any applicable building, zoning, subdivision, environmental Transfer and Absolute Closing Date. All representations and warranties contained herein or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been otherwise made prior to the date hereof. (g) To Seller's knowledge, Seller has provided to Buyer in writing pursuant hereto are now true and correct copies of each and shall be true and correct as of the Operating Agreements in Transfer and Absolute Closing Date with the form provided to Seller by Operatorsame force and effect as though made at such time. All of said representations and warranties shall survive the consummation of the transaction contemplated hereby. (h) To Seller's knowledge, Seller has received no written notice of any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insurance.

Seller’s Warranties and Representations. Seller expresses ---------------------------------------- to Buyer the representations and warranties set forth below as of the date of this Agreement. Seller hereby represents and warrants with respect to Buyer itself as follows: (a) The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and the Seller is qualified to do business in California. The Seller has full power and lawful 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 Agreement, and all actions of the Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement Agreement) on behalf of the Seller have been taken;. Attached hereto as Exhibit L is a true and correct copy of a resolution of the --------- members of Seller authorizing, confirming and ratifying the execution of this Agreement and the performance by Seller of all actions necessary or appropriate to consummate the transactions contemplated by this Agreement; attached hereto as Exhibit M is a resolution of the board of directors of Xxxxxxx Pacific ---------- Properties, Inc., general partner of Xxxxxxx Pacific Operating Partnership L.P. authorizing, ratifying and confirming the execution of this Agreement by Xxxxxxx Pacific Properties, Inc. as general partner of Xxxxxxx Pacific Operating Partnership L.P. and the performance by Xxxxxxx Pacific Properties, Inc. in such capacity of all actions necessary or appropriate to consummate the transactions contemplated by this Agreement. (b) This Except with respect to the third party consents expressly described in or contemplated under this Agreement has been duly authorized by all necessary action on or expressly required under any agreements included in Intangible Property, the part Seller's execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of the Seller, has been duly executed and 's obligations under the instruments required to be delivered by the Seller at the Closing, do not and constitutes will not require the valid consent, approval or other authorization of, or registration, declaration or filing with, (collectively, "Consents") any governmental authority (excepting the recordation of Closing documents contemplated in this Agreement and binding agreement of Seller. (cany filings required under applicable state or federal securities or tax laws) No or any other person or entity other than Seller has an ownership interest in entity, except such Consents as will be obtained on or before Closing or as to which the Hotels, nor is the consent of any person or entity required in connection with failure to obtain would not have a material and adverse effect on Seller's performance of its obligations hereunder under this Agreement, and do not and will not result in any material violation of, or material default under, any term or provision of any agreement, instrument, mortgage, loan agreement or similar document to which has not been obtained.the Seller is a party or by which the Seller is bound; (c) Except as set forth in Exhibit E, there is no litigation, --------- investigation or proceeding pending or, to the best of the Seller's knowledge, contemplated or threatened which would impair or adversely affect the Seller's ability to perform its obligations under this Agreement; (d) There are no outstanding agreements (written or oral) pursuant to which The Seller has agreed to sell or has granted an option or right of first refusal to purchase the Hotels or any part thereof.is not a "foreign person" as defined in Internal Revenue Code 1445(f)(3); (e) To Seller's knowledgeExcept as set forth in Exhibit E, as of the date of this --------- Agreement,Seller has no knowledge that, and has received no written notice from any governmental authorities that, eminent domain proceedings for the condemnation of any Property or any part of a Property are pending; (f) Except as set forth in Exhibit E, as of the date of this --------- Agreement, Seller has no knowledge of, and has received no written notice of, any threatened or pending litigation affecting the Property; (g) Except as set forth in Exhibit E, as of the date of this --------- Agreement, Seller has received no written notice from any governmental authority that the improvements constituting any Property are presently in material violation of any applicable building codes where such violation has not been cured in all material respects; (h) Except as set forth in Exhibit E, as of the date of this --------- Agreement, Seller has received no written notice from any governmental authority that any Property is presently in material violation of any applicable zoning, land use or other law, order, ordinance, rule or regulation affecting the Property which violation has not been cured, that any investigation has been commenced or is contemplated with respect to any such possible failure of compliance and Seller has not received written notice from any insurance company or Board of Fire Underwriters of any defect or inadequacy in connection with a Property or its operation where such defect or inadequacy has not been cured in all material respects; (i) Except as set forth in Exhibit N, as of the date of this --------- Agreement, no Contracts involving payment in excess of $5,000 per annum with respect to any Property will be binding upon Buyer after the Closing, other than such Contracts that are cancelable by the owner of the Property within 30 days after written notice from such owner without penalty or premium; (j) As of the date of this Agreement, except as set forth in the environmental reports included within the Disclosure Materials and any reports or studies prepared by or for Buyer, Seller has received no written notice of the presence or release of any special taxes Hazardous Materials presently deposited, stored, or assessments relating otherwise located on, under, in or about any Property which require reporting or potentially require reporting to any governmental authority, monitoring, clean up or remediation or are otherwise not in material compliance with environmental laws, regulations and orders; (k) The Rent Rolls constituting Exhibit C-1 to this Agreement ------------ accurately identify as to each Lease as of December 1, 2000; the date of the rent start; the expiration date of the current term of the Lease; the current base rental payable under such Lease; amount of additional rent (i.e., cost recovery) currently billed to the Hotels or any part thereof or any planned public improvements that may result in a special tax or assessment against any tenant under the Lease; and the approximate gross leaseable area of the Hotelspremises, and the list of security deposits attached hereto as Exhibit C-2 accurately identifies each Lease the amount of any ------------ security deposit held by Seller. As of December 1, 2000, Seller had not received written notice of any material default by Seller under any Leases, which default had not been cured in all material respects, and Seller has not delivered any default notice to a tenant under any Lease, except with respect to delinquent rents disclosed in the aged delinquency report contained within the Disclosure Materials, and, to Seller's knowledge and except as set forth in the delinquency reports provided by Seller to Buyer, Seller was not aware of any other material default by a tenant under a Lease, which defaults have not been cured in all material respects; and (l) With respect to the matters contained in the Disclosure Materials List & Statement and the Disclosure Materials, to Seller's knowledge, Seller has not willfully or intentionally or as a result of gross negligence omitted to state any material facts required to be stated therein or willfully and intentionally or as a result of gross negligence made any untrue statement of a material fact, which would render the Disclosure Materials List & Statement or the Disclosure Materials materially misleading. (fm) With respect to financial records which are included within the Disclosure Materials, the information for 1998 and 1999 as to historical minimum rents, historical percentage rents, historical expenses and historical additional rent (cost recoveries) is true and correct in all material respects. Seller's warranty as to accuracy does not apply with respect to budgets or projections for future periods. (n) The list of leases (identified by date) and amendments (also identified by date) as contained in the Disclosure Materials and included as part of Exhibit B is accurate and complete in all material respects. ---------- (o) Seller is not in default in payment of principal or interest under the Loan or in payment of rent or other monetary amounts under the Ground Lease. To Seller's knowledge, Seller has received no written 8 notice within the past three years is not in default of any violation of any other material provision of any applicable building, zoning, subdivision, environmental the Loan or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the date hereofGround Lease. (gp) To The documents listed in Exhibit P are the only documents to which Seller is a party relating to the Loan. Subject to the provisions of Section 4.4, Seller shall be liable for the breach of any representation and warranty of Seller set forth in this Section 4.1. * * * * * For the foregoing purposes, the terms "Seller's knowledge" or words of similar effect shall mean the current actual, subjective knowledge of Xxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx (who are the asset managers of one or more of the Properties), Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxx Xxxxx (collectively, the "Knowledge Persons"), in each case without independent investigation or inquiry. Seller has provided represents and warrants to Buyer true that these individuals are the individuals employed by Seller that have primary management, or maintenance responsibility for the Properties so that no individual likely to have material and correct copies specialized knowledge as to the Properties has been omitted from this list. Such individuals' knowledge shall not include information or material which may be in the possession of each Seller or the named individuals, but of which the named individuals are not actually aware. None of the Operating Agreements in the form provided named individuals whose sole knowledge is imputed to a Seller by Operator. (h) To Seller's knowledge, Seller has received no written notice of under this Section nor any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body party other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insuranceSeller affording a representation shall bear responsibility for any breach of such representation.

Seller’s Warranties and Representations. Section 10.01. To induce Purchaser to enter into this Agreement and to accept the Property from Seller, Seller hereby represents makes the following representations and warrants to Buyer warranties, all of which are true in all material respects as followsof the date hereof and shall be true in all material respects as of the Closing Date: (a) Seller has full power Subject to Section 22.01 hereof, the execution, delivery and lawful authority to enter into and carry out the terms and provisions performance of this Agreement and consummation of the transaction hereby contemplated in accordance with the terms of this Agreement will not violate any material contract, agreement, commitment, order, judgment or decree to execute which Seller is a party or by which Seller or the Property is bound and deliver Seller has, or upon the Closing Date shall have, obtained all documents which are consents necessary (whether from a governmental authority or other third party), in order for it to consummate the transactions contemplated by hereby. (b) Seller has the full right, power and authority to bind Seller to this Agreement and all actions of to carry out Seller's obligations hereunder and Seller and of its general partner(s) necessary to confer such shall have the full right, power and authority upon to sell and convey its leasehold interest in the persons Property to Purchaser as provided herein and to take all actions required by this Agreement. The party or parties executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken; (b) This Agreement has been duly authorized and are empowered to bind Seller to this Agreement and to take all actions required by all necessary action on the part of Seller, has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Sellerthis Agreement. (c) No person or entity other than Upon the full execution and delivery of this Agreement by Seller has an ownership interest to Purchaser, this Agreement shall be the valid and binding obligation on Seller, enforceable against Seller in accordance with the Hotels, nor is the consent of any person or entity required in connection with Seller's performance of its obligations hereunder which has not been obtainedterms hereof. (d) There are no outstanding agreements Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended (written or oral) pursuant to which Seller has agreed to sell or has granted an option or right of first refusal to purchase the Hotels or any part thereof"Code"), and the income tax regulations thereunder. (e) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is authorized to conduct business under the laws of the State of New York. (f) No action, suit or proceeding is pending or, to Seller's knowledge, threatened against Seller which would materially adversely affect Seller's financial condition or its ability to fully perform its obligations pursuant to this Agreement. (g) The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi- governmental entity with jurisdiction over Seller, including, without limitation, the United States of America, the State of New York or any political subdivision of any of the foregoing, or any decision or ruling of any arbitrator to which Seller is a party or by which Seller is bound or affected. (h) To Seller's actual knowledge, there are no judgments, orders or decrees of any kind against Seller unpaid or unsatisfied of record, nor any legal action, suit or other legal or administrative proceeding pending before any court or administrative agency which would adversely affect the Property, nor is Seller actually aware of any threatened legal action, suit or other legal or administrative proceeding relating to the Property. (i) Seller has received no written notice that the Property is subject to any special assessments, nor has Seller received written notice of the intention of any governmental authority to impose any such special assessments. (j) Seller has not granted any right, nor made any offer, to any third party to purchase its leasehold interest in the Property, where such right or offer remains outstanding. (k) To Seller's actual knowledge, Seller has received no written notice of any special taxes violations or assessments relating claims under or pursuant to the Hotels or any part thereof or any planned public improvements that may result in a special tax or assessment against any of the Hotels. (f) To Seller's knowledge, Seller has received no written 8 notice within the past three years of any violation of any provision of any applicable building, zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, law with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the date hereofProperty. (gl) To The XXX Lease is in full force and effect, and to Seller's knowledge, Seller has provided to Buyer true and correct copies of each of the Operating Agreements in the form provided to Seller by Operator. (h) To Seller's actual knowledge, Seller has received no written notice of default thereunder from the Agency, nor has Seller delivered any condemnation written notice of default thereunder to the Agency. Section 10.02. All of the representations and warranties of Seller contained in this Agreement shall survive the Closing for the Survival Period, subject, however, to the limitations on Seller's liability set forth in Section 10.03. Section 10.03. If (a) any of the representations and warranties set forth in Section 10.01 above prove to have been false as of the date hereof or eminent domain proceeding pending or threatened against as of the Hotels or any part Closing Date (except to the extent such representations and warranties speak as of an earlier date, they shall be true in all material respects as of such earlier date), and (b) Purchaser gives written notice thereof or to Seller (a "Purchaser's Loss Notice") promptly but in no event later than the earlier to occur of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To the Closing Date and the date that is two (2) Business Days after the aggregate amount of the Losses suffered by Purchaser prior to the Closing Date as a result of such misrepresentation or untrue or inaccurate warranty exceeds the Basket Amount, or (ii) the last day of the Survival Period and the date that is two (2) Business Days after the aggregate amount of the Losses suffered by Purchaser during the Survival Period as a result of such misrepresentation or untrue or inaccurate warranty exceeds the Basket Amount, then Purchaser's remedies with respect to any such Loss or Losses shall be as set forth in Section 15.01(i) hereof. If Purchaser fails to timely deliver a Purchaser's Loss Notice, then Purchaser shall be deemed to have waived any remedy set forth in Section 15.01 or any other remedy provided hereunder or otherwise available with respect to any Loss. It is specifically acknowledged that (1) if any information is (or has been) disclosed to Purchaser (or its attorneys, accountants, consultants or other professionals) on or prior to the date hereof by Seller (or its attorneys, accountants, consultants or other professionals) (or is the subject of correspondence between Seller and Purchaser) which indicates that a representation or warranty made by Seller in this Agreement is untrue or inaccurate, Seller shall have no liability with respect to such misrepresentation or untrue or inaccurate warranty and Purchaser shall not be entitled to any credit at Closing in connection therewith, and (2) if the Closing occurs, Seller shall have no liability in connection with any representations or warranties which were otherwise known by Purchaser, at Closing, to be untrue or inaccurate. Section 10.04. Purchaser, for itself and its agents, affiliates, successors and assigns, hereby releases and forever discharges Seller, its employees, agents, affiliates, successors and assigns from any and all rights, claims and demands at law or in equity, whether known or unknown at the time of this Agreement, which Purchaser has or may have in the future, arising out of the physical, environmental, economic or legal condition of the Property, including, without limitation, any claim for indemnification or contribution arising under the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.) or any similar federal, state or local statute, rule or ordinance relating to liability of property owners for environmental matters. Section 10.05. The phrase "to Seller's knowledge" is hereby defined as the actual (as opposed to constructive or imputed) knowledge without independent inquiry or investigation of Xxxxx Xxxxxx, Seller has received who shall have no written notice personal liability in regards thereto or otherwise in respect of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insurancethis Agreement.

Seller’s Warranties and Representations. The matters set forth in this Section 6.1 constitute representations and warranties by Seller hereby represents which are now and warrants shall, in all material respects, at the Closing be true and correct. To the extent Buyer has or acquires actual knowledge prior to Buyer as follows:the date hereof that these representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer's knowledge. (a) 6.1.1 Seller has full all requisite limited partnership power and lawful 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 and all actions the "Closing Documents" (as hereinafter defined in Section 6.5.1) and to consummate the Transactions. The execution, delivery and performance of Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement has been, and all documents which are contemplated by this Agreement on behalf of Seller have been taken; (b) This Agreement has been with respect to the Closing Documents shall at Closing be, duly and validly authorized by all necessary limited partnership action on the part of Seller. This Agreement has been, has been and with respect to the Closing Documents shall at Closing be, duly executed and delivered by Seller Seller, and constitutes this Agreement and the Closing Documents are legally, valid and binding agreement obligations of Seller, enforceable against Seller in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. 6.1.2 Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Maryland and has all requisite limited partnership power and authority to own its assets and to carry on its business as presently conducted and as proposed to be conducted. Seller is duly licensed or qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction where such licensing or qualification is necessary, except where the failure to be in good standing or to be duly licensed or qualified to transact business does not and would not reasonably be expected to impair Seller's ability to perform its obligations hereunder and is not reasonably likely to prohibit or delay the performance or consummation of the Transactions by Seller. 6.1.3 The execution and delivery by Seller of this Agreement and the Closing Documents and the performance and consummation of the Transactions by Seller, do not and will not (ci) No person conflict with or entity other than Seller has an ownership interest violate any provision of the organizational documents of Seller, (ii) conflict with, or result in the Hotelsbreach of, nor is or constitute a default under, or require the consent giving of notice, or result in loss of material benefit, or give rise to any obligations of Seller to make payment under, or result in the creation of a "Lien" (as hereinafter defined), or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any person right or entity required obligation of Seller under any material contract or "Permit" (as hereinafter defined), or (iii) violate or result in connection with a breach of or constitute a default under any "Applicable Law" (as hereinafter defined) to which Seller is subject, except, in the cases of clauses (ii) and (iii), for any conflict, violation, breach, default, notice, loss of benefit, right or obligation, Lien, termination, cancellation, or acceleration which would not reasonably be expected to impair Seller's performance of ability to perform its obligations hereunder which has and is not been obtainedreasonably likely to prohibit or delay the performance or consummation of the Transactions by Seller. 6.1.4 Other than any required of (di) There are no outstanding agreements (written any agent, trustee, lender, or oral) pursuant to which Seller has agreed to sell or has granted an option or right of first refusal to purchase the Hotels or any part thereof. (e) To Seller's knowledge, Seller has received no written notice of any special taxes or assessments relating to the Hotels or any part thereof or any planned public improvements that may result in a special tax or assessment against other beneficiary under any of the Hotels. Loan Documents and/or (fii) To Seller's knowledge, Seller has received no written 8 notice within the past three years of any violation of ground lessor under any provision of any applicable building, zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or ground leases affecting any part thereofof the Properties (the foregoing clauses (i) and (ii), or requiring any repairs or alterations collectively, the "Loan/Ground Lease Consents"), and other than those any that have been obtained or made prior to the date hereof, no consent, approval, authorization, order, filing, registration or qualification of or with any "Governmental Authority" (as hereinafter defined) or any other third party is required for the execution and delivery by Seller of this Agreement or for the consummation by Seller of the Transactions. 6.1.5 There are no legal or governmental actions, suits or proceedings pending to which Seller is a party or of which any property or asset of Seller is the subject, which would individually or in the aggregate reasonably be expected to impair Seller's ability to perform its obligations hereunder or under the Closing Documents or prohibit or delay the performance or consummation of the Transactions by Seller; and, to Seller's knowledge, no such proceedings are threatened or contemplated by Governmental Authorities or threatened by others. 6.1.6 Any fee or compensation payable to any investment banker, broker, finder or other intermediary which is engaged by Seller in connection with the Transactions shall be paid solely by Seller. 6.1.7 Seller is the owner of all right, title and interest (grecord and beneficial) in and to the Assigned Interest, free and clear of any liens, claims or adverse interests other than those, if any, created pursuant to the JV Agreement or the "Loan Documents" (as hereinafter defined). The transfer and delivery to Buyer of the Assigned Interest hereunder will transfer to Buyer good title to the Assigned Interest, free and clear of any liens, claims or adverse interests other than those, if any, created pursuant to the JV Agreement or the Loan Documents. No "Person" (as hereinafter defined) (other than Buyer, its affiliates) has any agreement or option, or any right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement or option, to acquire the Assigned Interest. 6.1.8 The Company is the owner of all right, title and interest (record and beneficial) in and to each of the Property Owning Entities and Stadium Gateway LLC, free and clear of any liens, claims or adverse interests other than those, if any, created pursuant to the JV Agreement or the Loan Documents. To Seller's knowledge, Seller no Person (other than Buyer, its affiliates) has provided any agreement or option, or any right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement or option, to Buyer true acquire the Company's interest in the Property Owning Entities or Stadium Gateway LLC. The only material assets of the Company are its interests in the Property Owning Entities and Stadium Gateway LLC and any ancillary or incidental assets arising out of or pertaining to the (i) ownership of the Property Owning Entities or Stadium Gateway LLC and (ii) ownership, operation and/or development of the Properties. The only asset of each Property Owning Entity is its interest in the applicable Property and any ancillary or incidental assets arising out of or pertaining to the ownership, operation and/or development of the applicable Property. 6.1.9 Set forth on Schedule 6 hereto is a true, correct copies and complete list of all of the operating agreements and formation documents for each of the Operating Agreements in Property Owning Entities and Stadium Gateway LLC, together with all amendments thereto. True and complete copies of the form provided documents listed on Schedule 6 have been delivered to Seller by OperatorBuyer. (h) To 6.1.10 No action, suit or other proceeding is pending or, to Seller's knowledge, has been threatened in writing that concerns or involves Seller has received no written notice of any condemnation or eminent domain proceeding pending the Assigned Interest that would, if determined adversely to Seller, materially and adversely affect Seller's ability to fulfill its obligations under this Agreement. 6.1.11 No bankruptcy, insolvency, reorganization or threatened against the Hotels similar action or any part thereof proceeding, whether voluntary or of any change or proposed change in the routeinvoluntary, grade or width ofis pending, or otherwise affectingor, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice been threatened in writing, against Seller, the Company, the Property Owning Entities or Stadium Gateway LLC. 6.1.12 As to the Company and its subsidiaries, the audited annual balance sheets and income statements for 2011 and the unaudited quarterly balance sheets and income statements for 2012, have been prepared in accordance with U.S. generally accepted accounting principles applied consistently during the periods covered thereby, and include (with respect to audited financials) all applicable footnotes and necessary disclosures, and are complete and correct in all material respects and present fairly in all material respects the financial condition of the Company and its subsidiaries as of the date(s) thereof. None of the Company or its subsidiaries has any actionmaterial liabilities except (i) as disclosed on such financial statements, suit or proceeding pending or threatened against Seller in (ii) for any court, before any arbitrator or before or by any governmental body other than such material liabilities of which Buyer has knowledge as of the Xxxxxx litigation previously disclosed to Buyer Effective Date and/or Closing and litigation which is fully covered by insurance(iii) as set forth on Schedule 8.

Seller’s Warranties and Representations. Seller expresses to Buyer the representations and warranties set forth below as of the date of this Agreement. Seller hereby represents and warrants with respect to Buyer itself and Seller's Subsidiaries (as applicable) as follows: (a) The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and the Seller is qualified to do business in California. The Seller has full power and lawful 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 Agreement, and all actions of the Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement Agreement) on behalf of the Seller have been taken. Each of the Seller's Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and each of the Seller's Subsidiaries is qualified to do business in the State in which the Properties owned by such Seller's Subsidiary is located. Attached hereto as Exhibit L is a true and correct copy of a resolution of the Board of Directors of Seller authorizing, confirming and ratifying the execution of this Agreement and the performance by Seller of all actions necessary or appropriate to consummate the transactions contemplated by this Agreement; (b) This Except with respect to the third party consents expressly described in or contemplated under this Agreement has been duly authorized by all necessary action on or expressly required under any agreements included in Intangible Property, the part Seller's execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of the Seller, has been duly executed and 's obligations under the instruments required to be delivered by the Seller and constitutes the valid Seller's Subsidiaries at the Closing, do not and binding agreement will not require the consent, approval or other authorization of, or registration, declaration or filing with, (collectively, "Consents") any governmental authority (excepting the recordation of Seller. (cClosing documents contemplated in this Agreement and any filings required under applicable state or federal securities or tax laws) No or any other person or entity other than Seller has an ownership interest in entity, except such Consents as will be obtained on or before Closing or as to which the Hotels, nor is the consent of any person or entity required in connection with failure to obtain would not have a material and adverse effect on Seller's performance of its obligations hereunder under this Agreement, and do not and will not result in any material violation of, or material default under, any term or provision of any agreement, instrument, mortgage, loan agreement or similar document to which has not been obtained.the Seller or Seller's Subsidiaries is a party or by which the Seller or Seller's Subsidiaries is bound; (c) Except as set forth in Exhibit E, there is no litigation, investigation or proceeding pending or, to the best of the Seller's knowledge, contemplated or threatened which would impair or adversely affect the ability of Seller or Seller's Subsidiaries to perform its respective obligations under this Agreement; (d) There are no outstanding agreements (written or oral) pursuant to which Neither the Seller has agreed to sell or has granted an option or right nor any of first refusal to purchase the Hotels or any part thereof.Seller's Subsidiaries is a "foreign person" as defined in Internal Revenue Code 1445(f)(3); (e) To Seller's knowledgeExcept as set forth in Exhibit E, as of the date of this Agreement, Seller has no knowledge that, and has received no written notice from any governmental authorities that, eminent domain proceedings for the condemnation of any Property or any part of a Property are pending; (f) Except as set forth in Exhibit E, as of the date of this Agreement, Seller has no knowledge of, and has received no written notice of, any threatened or pending litigation affecting the Property; (g) Except as set forth in Exhibit E, as of the date of this Agreement, Seller has received no written notice from any governmental authority that the improvements constituting any Property are presently in material violation of any applicable building codes where such violation has not been cured in all material respects; (h) Except as set forth in Exhibit E, as of the date of this Agreement, Seller has received no written notice from any governmental authority that any Property is presently in material violation of any applicable zoning, land use or other law, order, ordinance, rule or regulation affecting the Property which violation has not been cured, that any investigation has been commenced or is contemplated with respect to any such possible failure of compliance and Seller has not received written notice from any insurance company or Board of Fire Underwriters of any defect or inadequacy in connection with a Property or its operation where such defect or inadequacy has not been cured in all material respects; (i) Except as set forth in Exhibit N, as of the date of this Agreement, no Contracts involving payment in excess of $5,000 per annum with respect to any Property will be binding upon Buyer after the Closing, other than such Contracts that are cancelable by the owner of the Property within 30 days after written notice from such owner without penalty or premium; (j) As of the date of this Agreement, except as set forth in the environmental reports included within the Disclosure Materials and any reports or studies prepared by or for Buyer, Seller has received no written notice of the presence or release of any special taxes Hazardous Materials presently deposited, stored, or assessments relating otherwise located on, under, in or about any Property which require reporting or potentially require reporting to any governmental authority, monitoring, clean up or remediation or are otherwise not in material compliance with environmental laws, regulations and orders; (k) The Rent Rolls for all of the Properties (other than those commonly known as Ladera and Xxxxxxxxx Plaza) constituting Exhibit C-1 to this Agreement accurately identify as to each Lease as of June 28, 2001; the date of the rent start; the expiration date of the current term of the Lease; the current base rental payable under such Lease; amount of additional rent (i.e., cost recovery) currently billed to the Hotels or any part thereof or any planned public improvements that may result in a special tax or assessment against any tenant under the Lease; and the approximate gross leaseable area of the Hotelspremises, and the list of security deposits for all of the Properties (other than those commonly known as Ladera and Xxxxxxxxx Plaza) attached hereto as Exhibit C-2 accurately identifies for each Lease the amount of any security deposit held by Seller. As of June 28, 2001, Seller had not received written notice of any material default by Seller under any Leases, which default had not been cured in all material respects, and Seller has not delivered any default notice to a tenant under any Lease, except with respect to delinquent rents disclosed in the aged delinquency report contained within the Disclosure Materials, and, to Seller's knowledge and except as set forth in the delinquency reports provided by Seller to Buyer, Seller was not aware of any other material default by a tenant under a Lease, which defaults have not been cured in all material respects; and (l) With respect to the matters contained in the Disclosure Materials List & Statement and the Disclosure Materials, to Seller's knowledge, Seller has not willfully or intentionally or as a result of gross negligence omitted to state any material facts required to be stated therein or willfully and intentionally or as a result of gross negligence made any untrue statement of a material fact, which would render the Disclosure Materials List & Statement or the Disclosure Materials materially misleading. (fm) With respect to financial records which are included within the Disclosure Materials, the information for 1999 and 2000 as to historical minimum rents, historical percentage rents, historical expenses and historical additional rent (cost recoveries) is true and correct in all material respects. Seller's warranty as to accuracy does not apply with respect to budgets or projections for future periods. (n) The list of leases (identified by date) and amendments (also identified by date) as contained in the Disclosure Materials and included as part of Exhibit B is accurate and complete in all material respects. (o) Seller is not in default in payment of principal or interest under the Assumed Indebtedness or in payment of rent or other monetary amounts under the Ground Leases. To Seller's knowledge, Seller has received no written 8 notice within the past three years is not in default of any violation of any other material provision of any applicable building, zoning, subdivision, environmental the Assumed Indebtedness or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the date hereofGround Leases. (gp) To The Loan Documents listed in Exhibit P are the only documents to which Seller is a party relating to the Assumed Indebtedness. (q) Except as set forth in Exhibit S, as of the date of this Agreement, Seller has no knowledge of any parties having an option, right of first refusal, right of first offer or other right to purchase any Property or Properties that would be triggered by the transaction contemplated hereby. Subject to the provisions of Section 4.4, Seller shall be liable for the breach of any representation and warranty of Seller set forth in this Section 4.1. For the foregoing purposes, the terms "Seller's knowledge" or words of similar effect shall mean the current actual, subjective knowledge of Xxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxx (collectively, the "Knowledge Persons"), in each case without independent investigation or inquiry other than inquiry of Xxxxx Xxxxxxxxx. Seller has provided represents and warrants to Buyer true that these individuals are the individuals employed by Seller that have primary management, or maintenance responsibility for the Properties so that no individual likely to have material and correct copies specialized knowledge as to the Properties has been omitted from this list. Such individuals' knowledge shall not include information or material which may be in the possession of each Seller or the named individuals, but of which the named individuals are not actually aware. None of the Operating Agreements in the form provided named individuals whose sole knowledge is imputed to a Seller by Operator. (h) To Seller's knowledge, Seller has received no written notice of under this Section nor any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body party other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insuranceSeller affording a representation shall bear responsibility for any breach of such representation.

Seller’s Warranties and Representations. Seller hereby represents ---------------------------------------- makes the following representations and warrants warranties to Buyer as followsof the date of this Agreement; provided that each of such representations and warranties shall be deemed to be modified by any contrary or qualifying information set forth on the Disclosure Statement: (a) Seller is a limited partnership duly formed and in good standing under the laws of the State of Delaware and is duly qualified to conduct business in California. Seller has full power the power, right and lawful authority to enter into and carry out the terms and provisions of this Agreement and the instruments and documents referenced herein, and to execute and deliver all documents which are consummate the transaction contemplated by this Agreement and all actions of Seller and of its general partner(s) necessary to confer such power and authority upon the hereby. The persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken;the right, power and authority to bind Seller. (b) This Agreement All requisite action has been duly authorized by all necessary action on the part of Seller, has been duly executed and delivered taken by Seller and constitutes all requisite consents have been obtained in connection with the valid entering into this Agreement and binding agreement the instruments and documents referenced herein, and the consummation of Sellerthe transaction contemplated hereby, and no consent of any other party is required. (c) No person This Agreement is, and all Agreements, instruments and documents to be executed by Seller pursuant to this Agreement shall be, duly executed by Seller and are, or entity shall be, valid and legally binding upon Seller and enforceable in accordance with their respective terms subject to the effect of applicable bankruptcy, insolvency, reorganization or other than Seller has an ownership interest in similar laws affecting the Hotels, nor is the consent rights of any person or entity required in connection with Seller's performance of its obligations hereunder which has not been obtainedcreditors generally. (d) There are no outstanding agreements (written Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or oral) pursuant constitute a default under any Agreement, document, instrument or other obligation to which Seller has agreed to sell is a party or has granted an option by which Seller may be bound, or right of first refusal to purchase the Hotels under any law, statute, ordinance, rule, governmental regulation or any part thereofwrit, injunction, order or decree of any court or governmental body, applicable to Seller or to the Property. (e) The Sony Lease constitutes the only lease or rental agreement presently in effect with respect to the Real Property; the copy of the Sony Lease delivered to Buyer is true, correct and complete and sets forth all written agreements in effect with Sony with respect to Sony's occupancy of the Property; and, to Seller's Knowledge, (i) the copies of the correspondence related to the Sony Lease delivered or made available to Buyer are true, correct and complete, (ii) there have been no prepayments of rent under the Sony Lease, (iii) except as may be set forth in the Sony Lease, Sony shall not become entitled to any concession, rebate, allowance or free rent for any period subsequent to the Closing Date, and (iv) the Sony Lease is in full force and effect. (f) To Seller's knowledgeKnowledge, (i) Seller has received no written notice that Sony intends to terminate the Sony Lease prior to the expiration of its scheduled term, (ii) no default by Seller as Landlord or by Sony as Tenant exists under the Sony Lease, and (iii) no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default under the Sony Lease by Seller or Sony. (g) To Seller's Knowledge, Seller has received no written notice from any governmental authority that any of the improvements located on the Real Property are presently in violation of any applicable building codes, zoning or land use laws, or other law, order, ordinance, rule or regulation affecting the Real Property, including the Development Agreement (collectively, "Applicable Laws"). (h) To Seller's Knowledge, Seller has received no written notice from any governmental authority that the current use of the Real Property is presently in violation of any Applicable Laws. (i) To Seller's Knowledge, Seller possesses all licenses, permits and approvals required in connection with the ownership and operation of the Property. (j) To Seller's Knowledge: the copies of the service and equipment contracts listed on Exhibit C and delivered to Buyer as part of the Due --------- Diligence Materials include all such contracts affecting the Real Property which will be binding upon Buyer following the Closing Date; the copies of all such contracts (collectively, the "Contracts") which Seller has delivered or made available to Buyer pursuant to this Agreement, are true, correct and complete copies of such documents; Seller has received no written notice of a default by Seller under any of the Contracts; and no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default under any of the Contracts. (k) To Seller's Knowledge, Seller has received no written notice from any governmental authorities that eminent domain proceedings for the condemnation of the Real Property are pending or threatened. (1) To Seller's Knowledge, Seller has received no written notice of any special taxes or assessments relating to the Hotels or any part thereof or any planned public improvements that may result in a special tax or assessment against any of the Hotels. (f) To Seller's knowledge, Seller has received no written 8 notice within the past three years of any violation of any provision of any applicable building, zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the date hereof. (g) To Seller's knowledge, Seller has provided to Buyer true and correct copies of each of the Operating Agreements in the form provided to Seller by Operator. (h) To Seller's knowledge, Seller has received no written notice of any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledgeany threatened or pending litigation, Seller has received no written notice of any action, suit governmental investigation or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body arbitration affecting the Property (other than litigation arising in the Xxxxxx litigation previously disclosed to Buyer ordinary course of the operation of the Property and litigation which is fully covered by insurance) or (ii) any threatened or pending litigation, governmental investigation or arbitration against Seller which would materially and adversely affect Seller's capacity to perform under this Agreement.

Seller’s Warranties and Representations. Seller hereby represents makes the following representations and warrants warranties to Buyer as followsof the date of this Agreement; provided that each of such representations and warranties shall be deemed to be modified by any contrary or qualifying information contained in any reports, schedules or other informational materials delivered or made available to Buyer on or before the date of this Agreement or set forth in the Disclosure Statement: (a) Seller has full power and lawful 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 Agreement, and all actions of Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement Agreement) on behalf of Seller have been taken; (b) This Agreement has been duly authorized by all necessary action To Seller's knowledge, the Tenant Leases listed on the part attached Exhibit D constitute all of Seller, has been duly executed the leases and delivered by Seller and constitutes rental agreements presently in effect with respect to the valid and binding agreement of Seller.Real Property; (c) No person or entity other than To Seller's knowledge, the copies of the Tenant Leases which Seller has an ownership interest delivered or made available to Buyer pursuant to this Agreement are true, correct and complete in the Hotels, nor is the consent of any person or entity required in connection with Seller's performance of its obligations hereunder which has not been obtained.all material respects; (d) There are no outstanding agreements (written or oral) pursuant to which To Seller's knowledge, the Rent Roll, including the rent delinquency report, is complete and accurate. To Seller's knowledge, Seller has agreed not received written notice (i) of any default by the tenant or Seller under any of the Tenant Leases, or (ii) that any tenant intends to sell or has granted an option or right terminate its Tenant Lease prior to the expiration of first refusal to purchase the Hotels or any part thereof.its scheduled term; (e) To Seller's knowledge, Seller has received no written notice of from any special taxes or assessments relating to the Hotels or any part thereof or any planned public improvements governmental authority that may result in a special tax or assessment against any of the Hotels.improvements located on the Real Property are presently in violation of any applicable building codes, zoning or land use laws, or other law, order, ordinance, rule or regulation affecting the Real Property (collectively, "Applicable Laws"); (f) To Seller's knowledge, (i) the Contracts listed on the attached Exhibit E constitute all of the service and equipment contracts affecting the Sacto Portfolio which may be binding upon Buyer following the Closing Date, (ii) the copies of all such Contracts which Seller has received delivered or made available to Buyer pursuant to this Agreement are true, correct and complete in all material respects; and (iii) there exists no written 8 notice within the past three years of any violation of any provision of any applicable building, zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels material default by Seller or any part thereof, or requiring other party to any repairs or alterations other than those that have been made prior to the date hereof.Contract; (g) To Seller's knowledge, there are no pending condemnation proceedings against the Real Property, and Seller has provided to Buyer true and correct copies of each of the Operating Agreements in the form provided to Seller by Operator.received no written notice from any governmental authorities that any such proceedings are threatened; (h) To Seller's knowledge, there is no pending litigation, and Seller has received no written notice of any condemnation or eminent domain proceeding pending or threatened against litigation, (i) affecting any of the Hotels or any part thereof or of any change or proposed change Sacto Portfolio (other than litigation arising in the routeordinary course of the operation of the Properties and fully covered by insurance, grade all of which ordinary course and fully insured litigation, to Seller's knowledge, is set forth on the Disclosure Statement) or width of, or otherwise affecting, any street or road adjacent (ii) against Seller which would materially and adversely affect Seller's capacity to or serving the Hotelsperform under this Agreement, (i) Seller is not a "foreign person" within the meaning of Section 1445(f)(3)) of the Code; and (j) To Seller's knowledge, there are no underground or other storage tanks situated on the Real Property, and Seller has received no written notice of the existence of any actionHazardous Materials at the Real Property in violation of Applicable Laws. For purposes of this Agreement, suit "Hazardous Materials" shall mean inflammable explosives, radioactive materials, asbestos, polychlorinated biphenyls, hazardous materials, hazardous wastes, hazardous or proceeding pending toxic substances, oil, or threatened against Seller related materials, which are listed in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Safe Drinking Water Act or California's Carpxxxxx-Xxxxxxx-Xxxxxx Xxxardous Substance Account Act, Hazardous Waste Control Law, Safe Drinking Water and Toxic Enforcement Act of 1986, or in the regulations adopted and publications promulgated pursuant thereto, or in any courtother federal, before state or local environmental law, ordinance, rule or regulation. As used herein, the term "Seller's knowledge" or words of similar effect shall mean the current actual, subjective knowledge of Mr. Xxxxxxx Xxxxxxxx xxx Ms. Xxxxx Xxxxxxxxx xxxer inquiry of the property managers of each Property. Buyer acknowledges, however, that such property managers may fail to respond or respond inaccurately to such inquiry and that Seller shall bear no responsibility based upon such non response or inaccurate response. Neither Mr. Xxxxxxxx, Xx. Xxxxxxxxx xxx any arbitrator property manager or before or by any governmental body party other than Seller shall bear responsibility for any breach of representation. Seller, however, represents and warrants that Mr. Xxxxxxxx xxx Ms. Xxxxxxxxx xxx the Xxxxxx litigation previously disclosed to Buyer individuals within Seller's investment advisory organization with principal administrative and litigation which is fully covered by insuranceoversight responsibility, respectively, for the disposition of the Sacto Portfolio and the asset management of the Sacto Portfolio.

Seller’s Warranties and Representations. Seller expresses to --------------------------------------- Buyer the representations and warranties set forth below as of the date of this Agreement. Seller hereby represents and warrants with respect to Buyer itself as follows: (a) The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and the Seller is qualified to do business in California. The Seller has full power and lawful 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 Agreement, and all actions of the Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement Agreement) on behalf of the Seller have been taken;. Attached hereto as Exhibit L is a true and correct copy of a resolution of the --------- members of Seller authorizing, confirming and ratifying the execution of this Agreement and the performance by Seller of all actions necessary or appropriate to consummate the transactions contemplated by this Agreement; attached hereto as Exhibit M is a resolution of the board of directors of Xxxxxxx Pacific --------- Properties, Inc., general partner of Xxxxxxx Pacific Operating Partnership L.P. authorizing, ratifying and confirming the execution of this Agreement by Xxxxxxx Pacific Properties, Inc. as general partner of Xxxxxxx Pacific Operating Partnership L.P. and the performance by Xxxxxxx Pacific Properties, Inc. in such capacity of all actions necessary or appropriate to consummate the transactions contemplated by this Agreement. (b) This Except with respect to the third party consents expressly described in or contemplated under this Agreement has been duly authorized by all necessary action on or expressly required under any agreements included in Intangible Property, the part Seller's execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of the Seller, has been duly executed and 's obligations under the instruments required to be delivered by the Seller at the Closing, do not and constitutes will not require the valid consent, approval or other authorization of, or registration, declaration or filing with, (collectively, "Consents") any governmental authority (excepting the recordation of Closing documents contemplated in this Agreement and binding agreement of Seller. (cany filings required under applicable state or federal securities or tax laws) No or any other person or entity other than Seller has an ownership interest in entity, except such Consents as will be obtained on or before Closing or as to which the Hotels, nor is the consent of any person or entity required in connection with failure to obtain would not have a material and adverse effect on Seller's performance of its obligations hereunder under this Agreement, and do not and will not result in any material violation of, or material default under, any term or provision of any agreement, instrument, mortgage, loan agreement or similar document to which has not been obtained.the Seller is a party or by which the Seller is bound; (c) Except as set forth in Exhibit E, there is no litigation, --------- investigation or proceeding pending or, to the best of the Seller's knowledge, contemplated or threatened which would impair or adversely affect the Seller's ability to perform its obligations under this Agreement; (d) There are no outstanding agreements (written or oral) pursuant to which The Seller has agreed to sell or has granted an option or right of first refusal to purchase the Hotels or any part thereof.is not a "foreign person" as defined in Internal Revenue Code 1445(f)(3); (e) To Seller's knowledgeExcept as set forth in Exhibit E, as of the date of this --------- Agreement, Seller has no knowledge that, and has received no written notice from any governmental authorities that, eminent domain proceedings for the condemnation of any Property or any part of a Property are pending; (f) Except as set forth in Exhibit E, as of the date of this --------- Agreement, Seller has no knowledge of, and has received no written notice of, any threatened or pending litigation affecting the Property; (g) Except as set forth in Exhibit E, as of the date of this --------- Agreement, Seller has received no written notice from any governmental authority that the improvements constituting any Property are presently in material violation of any applicable building codes where such violation has not been cured in all material respects; (h) Except as set forth in Exhibit E, as of the date of this --------- Agreement, Seller has received no written notice from any governmental authority that any Property is presently in material violation of any applicable zoning, land use or other law, order, ordinance, rule or regulation affecting the Property which violation has not been cured, that any investigation has been commenced or is contemplated with respect to any such possible failure of compliance and Seller has not received written notice from any insurance company or Board of Fire Underwriters of any defect or inadequacy in connection with a Property or its operation where such defect or inadequacy has not been cured in all material respects; (i) Except as set forth in Exhibit N, as of the date of this --------- Agreement, no Contracts involving payment in excess of $5,000 per annum with respect to any Property will be binding upon Buyer after the Closing, other than such Contracts that are cancelable by the owner of the Property within 30 days after written notice from such owner without penalty or premium; (j) As of the date of this Agreement, except as set forth in the environmental reports included within the Disclosure Materials and any reports or studies prepared by or for Buyer, Seller has received no written notice of the presence or release of any special taxes Hazardous Materials presently deposited, stored, or assessments relating otherwise located on, under, in or about any Property which require reporting or potentially require reporting to any governmental authority, monitoring, clean up or remediation or are otherwise not in material compliance with environmental laws, regulations and orders; (k) The Rent Rolls constituting Exhibit C-1 to this Agreement ----------- accurately identify as to each Lease as of December 1, 2000; the date of the rent start; the expiration date of the current term of the Lease; the current base rental payable under such Lease; amount of additional rent (i.e., cost recovery) currently billed to the Hotels or any part thereof or any planned public improvements that may result in a special tax or assessment against any tenant under the Lease; and the approximate gross leaseable area of the Hotelspremises, and the list of security deposits attached hereto as Exhibit C-2 accurately identifies each Lease the amount of any ----------- security deposit held by Seller. As of December 1, 2000, Seller had not received written notice of any material default by Seller under any Leases, which default had not been cured in all material respects, and Seller has not delivered any default notice to a tenant under any Lease, except with respect to delinquent rents disclosed in the aged delinquency report contained within the Disclosure Materials, and, to Seller's knowledge and except as set forth in the delinquency reports provided by Seller to Buyer, Seller was not aware of any other material default by a tenant under a Lease, which defaults have not been cured in all material respects; and (l) With respect to the matters contained in the Disclosure Materials List & Statement and the Disclosure Materials, to Seller's knowledge, Seller has not willfully or intentionally or as a result of gross negligence omitted to state any material facts required to be stated therein or willfully and intentionally or as a result of gross negligence made any untrue statement of a material fact, which would render the Disclosure Materials List & Statement or the Disclosure Materials materially misleading. (fm) With respect to financial records which are included within the Disclosure Materials, the information for 1998 and 1999 as to historical minimum rents, historical percentage rents, historical expenses and historical additional rent (cost recoveries) is true and correct in all material respects. Seller's warranty as to accuracy does not apply with respect to budgets or projections for future periods. (n) The list of leases (identified by date) and amendments (also identified by date) as contained in the Disclosure Materials and included as part of Exhibit B is accurate and complete in all material respects. --------- (o) Seller is not in default in payment of principal or interest under the Loan or in payment of rent or other monetary amounts under the Ground Lease. To Seller's knowledge, Seller has received no written 8 notice within the past three years is not in default of any violation of any other material provision of any applicable building, zoning, subdivision, environmental the Loan or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the date hereofGround Lease. (gp) To The documents listed in Exhibit P are the only documents to which Seller is a party relating to the Loan. Subject to the provisions of Section 4.4, Seller shall be liable for the breach of any representation and warranty of Seller set forth in this Section 4.1. * * * * * For the foregoing purposes, the terms "Seller's knowledge" or words of similar effect shall mean the current actual, subjective knowledge of Xxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx (who are the asset managers of one or more of the Properties), Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxx Xxxxx (collectively, the "Knowledge Persons"), in each case without independent investigation or inquiry. Seller has provided represents and warrants to Buyer true that these individuals are the individuals employed by Seller that have primary management, or maintenance responsibility for the Properties so that no individual likely to have material and correct copies specialized knowledge as to the Properties has been omitted from this list. Such individuals' knowledge shall not include information or material which may be in the possession of each Seller or the named individuals, but of which the named individuals are not actually aware. None of the Operating Agreements in the form provided named individuals whose sole knowledge is imputed to a Seller by Operator. (h) To Seller's knowledge, Seller has received no written notice of under this Section nor any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body party other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insuranceSeller affording a representation shall bear responsibility for any breach of such representation.

Seller’s Warranties and Representations. Section 10.01. To induce Purchaser to enter into this Agreement and to accept the Property from Seller, Seller hereby represents makes the following representations and warrants warranties, all of which are true, complete and correct in all material respects as of the Effective Date of this Agreement and, subject to Buyer Permitted Changes, shall be true, complete and correct in all material respects as followsof the Closing Date: (a) Seller has full power The execution, delivery and lawful authority to enter into and carry out the terms and provisions performance of this Agreement and to execute and deliver all documents which are consummation of the transaction hereby contemplated by in accordance with the terms of this Agreement will not violate any material contract, agreement, commitment, order, judgment or decree to which Seller is a party or by which Seller or the Property is bound and all actions of Seller and of its general partner(s) necessary to confer such power and authority has, or upon the persons executing this Agreement and Closing Date shall have, obtained all documents which are consents necessary (whether from a governmental authority or other third party), in order for it to consummate the transactions contemplated by this Agreement on behalf of Seller have been taken;hereby. (b) This Seller has the full right, power and authority to bind Seller to this Agreement has been duly authorized and to carry out Seller’s obligations hereunder and Seller shall have the full right, power and authority to sell and convey the Property to Purchaser as provided herein and to take all actions required by all necessary action on the part of Seller, has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Sellerthis Agreement. (c) No person or entity other than Upon the full execution and delivery of this Agreement by Seller has an ownership interest to Purchaser, this Agreement shall be the valid and binding obligation on Seller, enforceable against Seller in accordance with the Hotels, nor is the consent of any person or entity required in connection with Seller's performance of its obligations hereunder which has not been obtainedterms hereof. (d) There are no outstanding agreements Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended (written or oral) pursuant to which Seller has agreed to sell or has granted an option or right of first refusal to purchase the Hotels or any part thereof“Code”), and the income tax regulations thereunder. (e) To Attached hereto as Exhibit A is a true and complete list of the Leases (including all amendments and modifications) entered into by Seller's knowledge, or of which Seller is otherwise aware, in effect as of the Effective Date of this Agreement, and Seller has delivered to Purchaser true and complete copies of the Leases set forth on Schedule A. No renewal or extension options have been granted to Tenants under Leases except as otherwise expressly contained in the Leases. Seller has not collected rent from any Tenant more than thirty (30) days in advance of such rent being due. Seller is the “landlord” or “lessor” under the Leases and as such, has the right to assign the Leases to Purchaser. Seller has not received no any written notice of from any special taxes or assessments relating to the Hotels or Tenant, if any, claiming that Seller is in default in any part thereof or any planned public improvements that may result in a special tax or assessment against material respects under any of the HotelsLeases, if any. Notwithstanding the foregoing, Seller does not warrant that any particular Lease will be in force at the Closing or that the Tenants will have performed their obligations thereunder. To Seller’s knowledge, no Tenant is in default of any of its obligations under its Lease beyond any applicable notice, grace and cure periods, which default remains uncured, and Seller has not commenced any action or proceeding against any Tenant claiming that such Tenant is in default of any of its obligations under its Lease, which default remains uncured. Seller has paid, or shall have paid at Closing, any outstanding Commissions incurred in connection with any of the Leases. Seller has no obligation to perform any work (or pay for the performance of any work) or to pay any Tenant improvement allowance to or for the benefit of any Tenant. (f) The Seller is not a party to any Service Contracts as of the Effective Date of this Agreement. (g) Attached hereto as Exhibit K is a list of the Security Deposits currently held by Seller under the Leases in effect as of the date hereof, if any. Notwithstanding the foregoing, Seller does not warrant that any Security Deposit will not be applied, in whole or in part, by Seller prior to the Closing in accordance with Section 14.05. (h) Attached hereto as Exhibit H is a list of all written Leasing Brokerage Agreements entered into or assumed by Seller in effect as of the Effective Date of this Agreement. (i) Attached hereto as Exhibit L is a list of all Rent that, to Seller’s knowledge, is due and payable by any Tenant (“Rent Arrearages”) as of the Effective Date of this Agreement, if any, and (B) all unpaid tenant inducement costs whether due and payable now or for which Seller is currently obligated to incur in the future, if any. (j) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New York. (k) No action, suit or proceeding is pending or, to Seller’s knowledge, threatened against Seller which would materially adversely affect Seller’s financial condition or its ability to fully perform its obligations pursuant to this Agreement, specifically excluding any personal injury claim covered by insurance or by indemnity from a prior or existing tenant of the Real Property. (l) The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller, including, without limitation, the United States of America, the State of New York or any political subdivision of any of the foregoing, or any decision or ruling of any arbitrator to which Seller is a party or by which Seller is bound or affected. (m) There are no judgments, orders or decrees of any kind against Seller unpaid and unsatisfied of record, nor, to Seller’s knowledge, there are no actions, suits or other legal or administrative proceedings pending or, to Seller’s knowledge, threatened against Seller that could have a material adverse effect on the Property to the consummation of the transactions contemplated hereby. (n) No improvements, construction work, services or materials have been supplied to Seller with respect to the Property for which payment shall not be made in full on or before Closing. (o) At Closing, all Personal Property shall be, owned by Seller free and clear of any conditional bills of sale, chattel mortgages, security agreements or financing statements or other security interests of any kind. Personal Property does not include metal racking installed by the Tenant. (p) Seller has no employees working at the Property and is not a party to any union agreements with respect to the Real Property. (q) To Seller's ’s knowledge, Seller has not received no any written 8 notice within related to an eminent domain proceeding affecting the past three years Real Property. Section 10.02. All representations and warranties of Seller in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date; provided, however, that Seller shall have the right to update the representations and warranties set forth in Sections 10.01(e), (f), (g), (h) and (i) of this Agreement to the extent a state of facts underlying such representations and warranties may have changed subsequent to the date of this Agreement (any violation such change, a “Permitted Change”) and, notwithstanding any such update, Seller shall be deemed to have satisfied the condition set forth in this Section 10.4, provided such Permitted Change was not caused by reason of (i) a breach by Seller of its obligations under this Agreement, or (ii) Seller’s intentional act or failure to act. Section 10.03. All of the representations and warranties of Seller contained in this Agreement shall survive the Closing for the Survival Period, subject, however, to the limitations on Seller’s liability set forth in Section 10.04. Section 10.04. If (a) any provision of any applicable building, zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited the representations and warranties set forth in Section 10.01 above prove to those have been false as of environmental agencies or insurance boards of underwritersthe date hereof or, with respect to the ownershipClosing Date Representations, operation, use, maintenance or condition as of the Hotels Closing Date (except to the extent such representations and warranties speak as of an earlier date, they shall be true in all material respects as of such earlier date), and (b) Purchaser gives written notice thereof to Seller (a “Purchaser’s Loss Notice”) promptly but in no event later than (i) with respect to a falsity first becoming discoverable on or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the Closing Date, the earlier to occur of the Closing Date and the date that is two (2) Business Days after the aggregate amount of the Losses suffered by Purchaser prior to the Closing Date as a result of such misrepresentation or untrue or inaccurate warranty exceeds the Basket Amount, or (ii) with respect to a falsity first becoming discoverable after the Closing Date, the earlier to occur of the last day of the Survival Period and the date that is two (2) Business Days after the aggregate amount of the Losses suffered by Purchaser during the Survival Period as a result of such misrepresentation or untrue or inaccurate warranty exceeds the Basket Amount, then Purchaser’s remedies with respect to any such Loss or Losses shall be as set forth in Section 15.01(i) hereof. . If Purchaser fails to timely deliver a Purchaser’s Loss Notice, then Purchaser shall be deemed to have waived any remedy set forth in Section 15.01 or any other remedy provided hereunder or otherwise available with respect to any Loss. It is specifically acknowledged that (g1) To Seller's knowledgeif any information is (or has been) disclosed to Purchaser (or its attorneys, accountants, consultants or other professionals) on or prior to the Effective Date of this Agreement by Seller (or its attorneys, accountants, consultants or other professionals) (or is the subject of correspondence between Seller and Purchaser) which indicates that a representation or warranty made by Seller in this Agreement is untrue or inaccurate, Seller has provided shall have no liability with respect to Buyer true such misrepresentation or untrue or inaccurate warranty and correct copies of each of Purchaser shall not be entitled to any credit at Closing in connection therewith, and (2) if the Operating Agreements in the form provided to Seller by Operator. (h) To Seller's knowledgeClosing occurs, Seller has received shall have no written notice of liability in connection with any condemnation representations or eminent domain proceeding pending warranties which were otherwise known by Purchaser, at Closing, to be untrue or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insuranceinaccurate.

Seller’s Warranties and Representations. As an inducement to Purchaser to enter into this Agreement and to purchase the Property, Seller hereby warrants and represents and warrants to Buyer Purchaser, as follows: (a) 6.1. Seller’s execution and delivery and performance of this Agreement by the undersigned and the performance of its obligations hereunder, including the closing of the sale and purchase transaction contemplated herein on the terms set forth herein, have been duly authorized and directed by Seller and no further consents or approvals. Seller has full power taken all necessary action to authorize the execution, delivery and lawful authority to enter into and carry out the terms and provisions performance of this Agreement and upon the execution and delivery of any document to execute and deliver all documents which are contemplated be delivered by Seller on or prior to the Closing, this Agreement and all actions of Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken; (b) This Agreement has been duly authorized by all necessary action on the part of Seller, has been duly executed and delivered by Seller and constitutes document shall constitute the valid and binding obligation and agreement of Seller, enforceable against Seller in accordance with its terms. (c) No person or entity other than 6.2. Seller has an ownership interest in the Hotels, nor is the consent not received written notice of any person pending, threatened or entity required contemplated action by any governmental authority or agency having the power of eminent domain, which might result in connection with Seller's performance of its obligations hereunder which has not been obtained. (d) There are no outstanding agreements (written or oral) pursuant to which Seller has agreed to sell or has granted an option or right of first refusal to purchase the Hotels or any part of the Property being taken by condemnation or conveyed in lieu thereof. (e) To Seller's knowledge. Seller shall, promptly upon receiving any such notice or learning of any such contemplated or threatened action, give Purchaser written notice thereof; Seller has received no written notice that any action or proceeding is pending or threatened which would affect the Property or Seller’s ability to convey the Property to Purchaser. 6.3. There is no tenant, lessee or other occupant of the Property (including any special taxes improvements thereon) having any right or assessments relating claim to possession or use of the Property (or any such improvements) after the Closing Date; Seller has not granted any right or option to purchase any portion of the Property. 6.4. Seller is not a "foreign person" as that term is defined in the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated pursuant thereto, and Purchaser has no obligation under Section 1445 of the U.S. Internal Revenue Code of 1996, as amended, to withhold and pay over to the Hotels or U.S. Internal Revenue Service any part thereof or any planned public improvements that may result in a special tax or assessment against any of the Hotels"amount realized" by Seller in the transaction contemplated hereby (as such term is defined in the regulations issued under said Section 1445). (f) To Seller's knowledge, 6.5. Seller has received no written 8 notice within the past three years that any municipality or governmental or quasi-governmental authority has determined that there are any violations of any violation of any provision of any applicable building, zoning, subdivisionhealth, environmental or other governmental ordinancestatutes, resolutionordinances or regulations affecting the Property and to the best of Seller’s knowledge there are no such violations. In the event Seller receives notice of any such violations prior to the Closing affecting the Property, statuteSeller shall promptly notify Purchaser thereof, ruleand shall promptly and diligently defend any prosecution thereof and take any and all necessary actions to eliminate said violations. 6.6. To the best of Seller’s knowledge, order there is no landfill or regulationdump for garbage or refuse on the Property. To the best of Seller’s knowledge, no storage tanks are located on the Property, either above or below ground, and there are no underground pipes or lines on the Property, except for county water or sewer lines or electrical conduits, if any, owned by public utility companies. 6.7. Seller has received no notice (oral or written) of any activities, or taken any action, which would create the existence of any areas, including but not limited to, in or on the surface of the Property or the waters at or beneath the surface of the Property, where Hazardous Materials, or waste of any type, have been disposed of, released or found. To the best of Seller’s knowledge, there has been no storage, disposal or existence of any Hazardous Materials, or waste of any type, on the Property, including but not limited to, in or on the surface of the Property or the waters at or beneath the surface of the Property. 6.8. Seller is the "Declarant" under the Declaration and has not transferred or assigned its rights as "Declarant" under the Declaration to any party. The Declaration is in full force and effect and has not been modified or amended except as reflected in the definition of "Declaration" set forth in this Agreement. To Seller’s knowledge, there are no amounts currently due or payable under the Declaration by Seller as the "Owner" of the Property. To Seller’s knowledge, Seller is not in default under the Declaration, either as "Owner" of the Property or as "Declarant" thereunder, and to the knowledge of Seller, no event has occurred or circumstance exists which, with the giving of notice or the passage of time, or both, would create or constitute an event of default by Seller under the Declaration. 6.9. NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT TO THE CONTRARY, PURCHASER ACKNOWLEDGES THAT PURCHASER IS PURCHASING THE PROPERTY IN "AS-IS, WHERE-IS" CONDITION "WITH ALL FAULTS" AS OF THE CLOSING AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, EXCEPT FOR ANY REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING, AND PURCHASER, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, EXCEPT FOR ANY REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING, WAIVES ALL RIGHT TO RECOVER FROM AND RELEASES THE SELLER, FROM ANY AND ALL PRESENT OR FUTURE DEMANDS, CLAIMS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, ARISING FROM OR RELATING TO: (I) THE PROPERTY’S CONDITION, FITNESS FOR ANY PARTICULAR PURPOSES, SUITABILITY, OR MERCHANTABILITY, (II) THE STRUCTURAL INTEGRITY OF THE IMPROVEMENTS, (III) THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION, DATA, MATERIALS OR CONCLUSIONS CONTAINED IN ANY INFORMATION PROVIDED PURCHASER, (III) THE FAILURE OF THE PROPERTY TO COMPLY WITH ANY LAWS APPLICABLE TO THE PROPERTY, (V) ANY ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS, RADON OR ANY HAZARDOUS MATERIALS OR HARMFUL OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY CLAIMS UNDER OR ON ACCOUNT OF (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME, AND SIMILAR STATE STATUTES, AND ANY REGULATIONS PROMULGATED THEREUNDER, (B) ANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO, ENVIRONMENTAL MATTERS OF ANY KIND, (C) THIS AGREEMENT, OR (D) THE COMMON LAW, OR (VI) ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM SELLER OR ANY OTHER PARTY ON BEHALF OF SELLER. PURCHASER SHALL, AT ITS SOLE COST AND EXPENSE, CONDUCT AND RELY EXCLUSIVELY UPON ITS OWN INDEPENDENT INVESTIGATION IN THE EVALUATION OF THE PROPERTY. IF PURCHASER ACQUIRES THE PROPERTY, EXCEPT FOR ANY REPRESENTATIONS OR WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING, PURCHASER ASSUMES ALL RISKS RELATING IN ANY MANNER TO THE PROPERTY OR ANY DEFECTS THEREIN, IF ANY, OF ANY TYPE OR NATURE WHATSOEVER, AND SHALL BE SOLELY AND COMPLETELY RESPONSIBLE FOR THE PAYMENT OF ALL COSTS AND EXPENSES IN CONNECTION THEREWITH. 6.10. To the extent that Seller may provide to Purchaser the existing or other reports of third parties regarding the condition of the Property ("Existing Reports"), Seller makes no representation or warranty concerning the accuracy or completeness of any report, study or investigation regarding the Property which was prepared by anyone other than the Seller itself, including but not limited to those the Due Diligence Items (the "Existing Third Party Reports"), Purchaser hereby releases and covenants not to xxx Seller, its general partners and the Affiliates of environmental agencies Seller or insurance boards of underwriters, Seller’s general partners from and with respect to any liability whatsoever with respect to the ownershipExisting Third Party Reports, operationor, useincluding, maintenance without limitation, the matters set forth in the Existing Third Party Reports, and the accuracy and/or completeness of the Existing Third Party Reports. Furthermore, Purchaser acknowledges that it will be purchasing the Property with all faults disclosed in the Existing Third Party Reports. 6.11. All references in this Agreement to the "knowledge of Seller" or "to Seller’s knowledge" or any words of similar import shall refer only to the actual knowledge of Xxxxx Xxxxx, Vice President of Asset Management or X. Xxxxxx Xxxxxx, Managing Director of Dispositions, who have been actively involved in the management of Seller’s business in respect of the Property in their capacity set forth herein on behalf of Xxxxx Capital, Inc., an affiliate of Seller. The terms "knowledge of Seller" or "to Seller’s knowledge" or any words of similar import shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or to any other partner, beneficial owner, officer, agent, manager, representative or employee of Seller, or any of their respective affiliates, or to impose on any of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of the individual named above arising out of any representations or warranties made herein or otherwise. 6.12. To the extent Purchaser obtains any report (including any invasive testing) regarding the environmental condition of the Hotels Property which reveals the presence or alleged presence of any part thereofhazardous materials or harmful or toxic substances in, on or requiring any repairs or alterations other than those that have been made about the Property, Purchaser’s sole remedy shall be to terminate this Agreement prior to the date hereof. Inspection Date, without disclosing to Seller the reason for such termination. Purchaser shall keep the results of any such environmental tests or reports strictly confidential and shall not under any circumstances reveal the results of such environmental tests to Seller or its agents, officers, employees or consultants. Notwithstanding anything contained herein to the contrary, all representations and warranties made in this Agreement by Seller shall survive the Closing for a period of thirty (g30) To days, and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Purchaser gives Seller written notice prior to the expiration of said thirty (30) day period of such alleged breach with reasonable details as to the nature of such breach and files an action against Seller with respect thereto within thirty (30) days after the giving of such notice. In no event shall Seller's knowledge’s total liability to Purchaser for breach of any representation or warranty made in this Agreement exceed, Seller has provided to Buyer true and correct copies of each of the Operating Agreements in the form provided to aggregate, Twenty Two Thousand Five Hundred and NO/100 Dollars ($22,500.00). In no event shall Seller by Operator. (h) To Seller's knowledgebe liable for, Seller has received nor shall Purchaser seek, any punitive damages; and in no written notice event shall any claim for a breach of any condemnation representation or eminent domain proceeding pending warranty of Seller be actionable or threatened against payable if the Hotels breach in question results from or any part thereof is based on a condition, state of facts or other matter which was known to Purchaser prior to the Closing, and for purposes hereof, a condition, state of any change facts or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent other matter shall be deemed to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice be known to Purchaser only if Xxxxx Xxxxxx shall have actual knowledge of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insurancesame.

Seller’s Warranties and Representations. Seller hereby represents to, warrants, and covenants with Buyer, its successors and assigns that the statements contained in this Paragraph 7 are true, correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Paragraph 7), except as set forth in the disclosure schedule prepared by Seller and delivered to Buyer on or before the date of this Agreement (the "Disclosure Schedule"). a. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority to own its assets, to carry on the management and operation of the Hotels as now conducted, to enter into and perform this Agreement of Sale, and to convey the Assets as required hereby. Seller is duly licensed or qualified to do business in Nebraska and Iowa; b. Seller has taken all corporate action necessary to authorize and approve this Agreement and its performance by Seller in due and proper form, proof of which shall be presented at Closing, and this Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated; c. Seller owns directly or indirectly all of the outstanding shares of capital stock of the Seller Subsidiaries whose assets are included in the Assets purchased by Buyer pursuant to this Agreement, and Seller has taken, or caused to be taken, all corporate action necessary or appropriate to effectuate the transfer and conveyance at closing of all of the assets of the Seller Subsidiaries to Buyer. d. Seller represents and warrants to Buyer as follows: (a) Seller that it is the owner of the Assets, free and clear of any liens, restrictions or encumbrances except for the Permitted Encumbrances specifically identified on Schedule 4.0(a); that it has full power good and lawful authority to enter execute and effectuate this Agreement; and that the transfer of the Assets from Seller to Buyer will vest Buyer with good and valid title to the Assets, free and clear of all liens, encumbrances, claims and charges whatsoever except for the Permitted Encumbrances; e. Except the fee to be paid to ABN AMRO Incorporated by Seller, Seller has not entered into any contract, arrangement or understanding with any person or firm which may result in the obligation of Seller or Buyer to pay any finder's fees, brokerage or agent's commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation or the transactions contemplated hereby. Seller is not aware of any claim for payment of any finder's fees, brokerage or agent's commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby. f. Seller has retained ABN AMRO Incorporated to review the transactions contemplated by the Merger Agreement, including the transactions contemplated by this Agreement, and carry out to issue an opinion to the terms effect that, as of the date of such opinion such transactions are fair to the Seller and provisions its stockholders from a financial point of view. g. Neither the execution and delivery of this Agreement and nor the consummation of the transactions contemplated hereby will conflict with or result in a breach or violation of any of the terms, provisions, or conditions of the Articles of Incorporation or Bylaws of Seller, or of any law, statute, or administrative regulations, or of any order, writ, injunction, judgment or decree of any court or governmental authority, or of any agreement, lease, or instrument to execute and deliver all documents which are Seller is a party or by which it is bound, or constitute a default thereunder, or create in any party the right to accelerate, terminate, modify, cancel or require notice under any agreement, contract, lease, license, instrument or other arrangement to which Seller is a party or by which it is bound or to which any of its assets is subject. Neither Seller nor Buyer is required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order for the parties to consummate the transactions contemplated by this Agreement or for Buyer to assume the ownership and all actions operation of Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been takenBusiness; (b) This Agreement has been duly authorized by all necessary action on the part of Seller, has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller. (c) h. No person or entity other than Seller has an ownership interest in the Hotels, nor is the consent approval of any person or entity is required for the performance of Seller's obligations hereunder, except approvals which have been obtained from PMCT and from relevant franchisors; and i. The Current Assets are recorded on Seller's books at Closing in connection accordance with generally accepted accounting principles, consistently applied. j. Xxxx Xxxxxxx and Xxxxx Xxxxxxx, as of the Closing Date, shall have resigned and terminated their respective employment with Seller's performance , including their employment agreements, if any, with no further liability to Seller or Buyer except for payment of wages and benefits up to date of Closing. If Seller becomes aware of any fact or circumstance which would change or affect the accuracy of a representation or warranty, Seller shall immediately give notice of any change, fact or circumstance to Buyer, but such notice shall not relieve Seller of its liabilities or obligations hereunder which has not been obtained. (d) There are no outstanding agreements (written or oral) pursuant with respect thereto. For the purposes of this Agreement, "to which Seller has agreed to sell or has granted an option or right the best of first refusal to purchase the Hotels or any part thereof. (e) To Seller's knowledge, " means the knowledge of Seller has received no written notice of any special taxes or assessments relating to the Hotels or any part thereof of its directors, officers or any planned public improvements that may result in a special tax or assessment against any managers after the exercise of the Hotelsreasonable diligence and inquiry. (f) To Seller's knowledge, Seller has received no written 8 notice within the past three years of any violation of any provision of any applicable building, zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the date hereof. (g) To Seller's knowledge, Seller has provided to Buyer true and correct copies of each of the Operating Agreements in the form provided to Seller by Operator. (h) To Seller's knowledge, Seller has received no written notice of any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insurance.

Seller’s Warranties and Representations. Seller hereby warrants and represents to Purchaser that the following are true and warrants to Buyer correct as followsof this date: (a) A. Subject to receipt by Seller of the consent of the holder of the CIBC Indebtedness to the sale of the Property and assumption of the CIBC Indebtedness by Purchaser, Seller has full power right and lawful authority to enter into and carry out sell the Property in accordance with the terms and provisions of this Agreement Contract. Seller has caused to be delivered to Purchaser, or otherwise made available to Purchaser, true and complete copies of the CIBC Loan Documents. B. Seller has received no written notice from any governmental agency or authority of any violation or alleged violation of any law, ordinance or regulation with respect to execute the Property (including without limitation notices of violations of environmental laws or regulations) which remains uncured as of the Effective Date and deliver all documents any violation which are contemplated by this Agreement is the subject of a notice between the Effective Date and all actions of Seller and of its general partner(sSettlement hereunder (a "Newly Noted Violation") necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been taken; (b) This Agreement has been duly authorized by all necessary action on the part of Seller, has been duly executed and delivered shall be cured by Seller at Seller's sole cost and constitutes the valid and binding agreement expense prior to Settlement, provided however that in no event shall Seller be required to incur any cost or expense in excess of Seller$25,000 by reason of any such Newly Noted Violation. (c) No person C. Other than those items listed on Schedule 1 attached hereto and made a part hereof, there is no action, litigation, proceeding or entity other than investigation pending or, to Seller's actual knowledge, threatened, against Seller with respect to the Property before any court, governmental authority or agency. Seller has an ownership interest in the Hotels, nor is the consent not received any written notice of any person zoning violations. Other than those items listed on Schedule 1 attached hereto and made a part hereof, no taking by power of eminent domain or entity required in connection with condemnation proceeding is pending or, to Seller's performance actual knowledge, threatened, for the permanent or temporary taking or condemnation of its obligations hereunder which has not been obtainedall or any portion of the Property. (d) D. There are no outstanding agreements oral or written leases for the Property entered into by Seller or otherwise known to Seller other than that GSA Lease identified on EXHIBIT C attached hereto and made a part hereof (written or oral) pursuant to which the "GSA Lease"). Seller has agreed caused to sell be delivered to Purchaser, or otherwise made available to Purchaser, a true and complete copy of the GSA Lease. The GSA Lease shall not be extended, modified or amended without Purchaser's written consent. To the Seller's actual knowledge, neither landlord nor tenant is in default under the GSA Lease, and there are no other obligations of the landlord except as set forth in the GSA Lease for the Property. Neither the tenant of the Property or any other person, firm or corporation has granted an any right, option or right agreement to purchase the Property, including, but not limited to, purchase options or rights of first refusal to purchase the Hotels Property. There are no brokerage, leasing or other commissions payable with respect to the GSA Lease as of the date hereof for which Purchaser shall be liable, and at Settlement, there shall be no such commissions payable for which Purchaser shall be liable following Settlement. E. If, prior to Settlement, Seller receives written notice of default or alleged default from the tenant of the Property alleging that Seller has breached or failed to perform any of Seller's obligations as landlord under the GSA Lease, Seller shall immediately transmit such notices to Purchaser. F. Until Settlement, Seller, to the extent that Seller is obligated to do so as the landlord under the GSA Lease, shall maintain and repair the building and improvements on the Property and the building systems located therein so as to keep them in substantially the same condition they are now in, reasonable wear and tear and damage by fire or other casualty excepted, it being acknowledged and agreed that the Property is otherwise being sold and conveyed in its "AS-IS, WHERE-IS CONDITION WITH ALL FAULTS". G. Prior to Settlement, Seller will not make any commitments to any governmental authorities or any part thereofadjoining or surrounding property owners, any civic association, any utility or other person or entity which would be binding upon the Property, without the prior written approval of Purchaser. H. Other than as set forth in EXHIBIT D, there are no service, maintenance, supply or management contracts, oral or written, which shall be binding upon Purchaser from and after the Settlement date. There are no employees of Seller required to be hired by Purchaser nor are there any collective bargaining agreements previously entered into (eor assumed) by Seller. Anything in this Section 6(H) to the contrary notwithstanding, Seller represents and warrants that any and all existing management agreements and exclusive brokerage or leasing agreements shall be terminated as of Settlement, Seller having fully paid and discharged any and all obligations accruing thereunder, and Purchaser shall assume no liability under or in respect of any such agreements. I. Seller has not received any written notice from any insurance company which has issued a policy with respect to the Property requesting performance of any structural or other major repairs or alterations to any of the Property which has not been complied with by Seller. Seller has not received from any insurance company presently insuring the Property any notice of cancellation of any policy or of a material increase in the current premium of any policy. Seller agrees to keep present coverages in full force and effect and to pay the premiums thereon until the Settlement date. J. Except as set forth in that certain Environmental Site Assessment and Property Condition Assessment previously obtained by CIBC dated November 30, 2001 and prepared by Property Solutions Incorporated, which Seller has caused to be delivered to Purchaser, Seller has no actual knowledge of the presence on the Property of any Hazardous Substances (defined below) or any Hazardous Wastes (as defined below). To Seller's actual knowledge, Seller has received not been identified in any litigation, administrative proceeding or investigation as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances or Hazardous Wastes, and no written notice of any special taxes lien or assessments relating to the Hotels superlien has been recorded, filed or any part thereof or any planned public improvements that may result in a special tax or assessment otherwise asserted against any real or personal property of Seller for any clean-up costs or other responses costs incurred in connection with any environmental contamination that is attributable, in whole or in part, to Seller. For purposes of this Contract, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Hotels. Comprehensive Response, Compensation and Liability Act (f) To Seller's knowledgeCERCLA), Seller has received no written 8 notice within the past three years of 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any violation of other hazardous substances as that term may be further defined in any provision of and all applicable federal, state and local laws; and "Hazardous Wastes" means any applicable buildinghazardous waste, zoningresidential or household waste, subdivisionsolid waste, environmental or other governmental ordinancewaste as defined in applicable federal, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, with respect to the ownership, operation, use, maintenance or condition of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior to the date hereofstate and local laws. (g) To Seller's knowledge, Seller has provided to Buyer true and correct copies of each of the Operating Agreements in the form provided to Seller by Operator. (h) To Seller's knowledge, Seller has received no written notice of any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by any governmental body other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insurance.

Seller’s Warranties and Representations. Seller hereby represents and warrants to Buyer solely as followsto the following matters, each of which is warranted to be true and correct as of the Effective Date and shall, as a condition to Buyer’s obligations hereunder, continue to be true and correct in all material respects on the Closing Date: (a) Seller has full power is a duly formed and lawful authority to enter into and carry out validly existing corporation under the terms and provisions laws of this Agreement and to execute and deliver all documents which are contemplated by this Agreement and all actions the Commonwealth of Seller and of its general partner(s) necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Seller have been takenPennsylvania; (b) This Subject to the terms of this Agreement, Seller has the full legal right, power and authority to execute and deliver this Agreement has been duly authorized by all necessary action on and Seller’s Closing Deliveries, to consummate the part of transaction contemplated hereby, and to perform its obligations hereunder and under Seller, has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller.’s Closing Deliveries; (c) No person This Agreement and Seller’s Closing Deliveries do not and will not contravene any provisions of the bylaws of Seller, or entity other than Seller has an ownership interest in any judgment, order, decree, writ or injunction issued against Seller, or the Hotels, nor is the consent provision of any person Laws applicable to Seller. The consummation of the transactions contemplated hereby will not result in a breach or entity required in connection with Seller's performance constitute a default or event of default by Seller under any agreement to which Seller or any of its obligations hereunder which has assets are subject or bound and will not been obtained.result in a violation of any Laws applicable to Seller; (d) There are Seller is not a “foreign person” as defined in the Internal Revenue Code of 1986, as amended, and as contemplated by the Foreign Investments in Real Property Tax Act (96 Stat. 2682), as amended by the Deficit Reduction Act of 1984, and Buyer has no outstanding agreements obligation to withhold and pay over to the U. S. Internal Revenue Service any part of the “amount realized” by Seller in the transaction contemplated hereby; (written or orale) pursuant to which Seller has agreed not entered into any other presently effective agreement to sell the Premises or has any portion thereof, nor granted an any presently effective option for the sale of the Premises or any portion thereof or right of first refusal with respect thereto; (f) Seller has not received any written notice of any pending betterment assessment, capital improvement or special assessment to purchase be assessed against the Hotels Premises. If Seller receives any notice of further assessment before the Closing Date, Seller shall provide a copy to Buyer, and such assessment shall be prorated in accordance with Section 7. Seller has not heretofore filed applications for the reduction of the assessed valuation of the Premises; (g) Seller has no Knowledge of pending or contemplated condemnation proceedings affecting the Premises or any part thereof.; (eh) To Seller's knowledge, Seller has no Knowledge of pending or threatened litigation, claims, administrative action or government investigation against the Premises which would, if determined adversely, materially adversely affect the Premises; (i) The Premises is currently zoned I-Limited Industrial under the Zoning Code of Upper Xxxxxxxx Township; the current use of the Premises as an office and light assembly facility and is in compliance with that zoning classification; and Seller has not received no written notice any notices of uncorrected violations of any special taxes or assessments relating to the Hotels or any part thereof or any planned public improvements that may result in a special tax or assessment against any of the Hotels. (f) To Seller's knowledgehousing, Seller has received no written 8 notice within the past three years of any violation of any provision of any applicable building, zoning, subdivision, environmental safety or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of underwriters, fire ordinances with respect to the ownershipPremises; (j) Seller has not received any written notices of uncorrected violations from any governmental authority having jurisdiction as to any underground storage tanks or hazardous materials used, operationgenerated, usereleased, maintenance handled, stored, treated or condition otherwise located in, at, on or under the Premises; and (k) Seller has not received any written notices of the Hotels or any part thereof, or requiring any repairs or alterations other than those that have been made prior uncorrected violations as to Laws pertaining to the date hereof. (g) To Seller's knowledge, Seller has provided to Buyer true and correct copies of each of the Operating Agreements in the form provided to Seller by Operator. (h) To Seller's knowledge, Seller has received no written notice of any condemnation or eminent domain proceeding pending or threatened against the Hotels or any part thereof or of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Hotels (i) To Seller's knowledge, Seller has received no written notice of any action, suit or proceeding pending or threatened against Seller in any court, before any arbitrator or before or by Premises from any governmental body other than the Xxxxxx litigation previously disclosed to Buyer and litigation which is fully covered by insuranceauthority having jurisdiction.