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<br />J, The Property is not being used and Seller has no knowledge that it has ever been used for the storage or dispusalllf any haZiml(lus or toxic materials;
<br />
<br />K, To the best of Seller's knowledge, no fact or condition exists which would result in the termination of the current access from the Property
<br />to any presently existing highways and/or roads adjoining or situated on the ProperlY. ur wany existing sewer ur other utility facihiies servicing,
<br />adjoining, or situated on the Property;
<br />
<br />L. Seller shall not further encumber, or allow the encumbrance of, the title to the Property, or modify the terms or conditions of any existing
<br />encumbrances, if any, without the written consent of Buyer;
<br />
<br />M, Setler has no knowledge of any pending or contemplated change in any statute, ordinance, rule or other governmental regulation applicable
<br />to the Property, or any action pending or threatened by any governmental body, adjacent landowners or orher persons. or of any condition
<br />upon or affecting the Property, any of which would result in any material change in the condition of the Property, or in any way limit the
<br />use of the Property; ,
<br />
<br />N. Seller has not received, and has no other knowledge of any notice from any insurance company requesting the performance of any work
<br />regaroing the Property or relating to an increase in the insurance premiums applicable [0 the Property;
<br />
<br />0, Seller has all necessary licenses and permits required by any and all statutes, on!inances, rub or other governmental regulations for the
<br />use and operation of the Property;
<br />
<br />p, All obligations of Seller arising from the ownership and operation of the Property and business operated thereon, including, but not limited
<br />to salaries, taxes, leasing commissions, and the like, have been paid as they became due or will be paid :It or prior to closing, Except for
<br />obligations for which provisions are herein made for proration or other adjustment at closing and the indebtedness taken subject to or assumed,
<br />there will be no obligations of Seller with respect to the Property outstanding as of the Closing Da.te;
<br />
<br />Q. Each Lease furnished to Buyer pursuant to this Contract is in full force and effect. and has nor been amended or modified in any way that
<br />has not been disclosed to Buyer in writing, Such Leases constitute all of the written and oral agreements of any kind for the leasing, rental,
<br />or occupancy of any portion of the Property, To the best of Seller's knowledge Seller has performed and complied with all its obligations
<br />under the Leases as and when thereby required. and there exisu no fact or circumstance that could constitute a default of the landlord or
<br />lessor under any of the leases, or entitle any tenant thereunder to offsets or defenses against the prompt, current payment of rent thereunder,
<br />Each tenant under the leases actually occupies the premises leased thereunder, Except as expressly disclosed to Buyer in writing on the rent
<br />rolls furnished to Buyer pursuant to this Contract, no rental under any lease has been collected in advance of the current month, and except
<br />as so disclosed to Buyer in writing on such rent rolls, there are no concessions, bonuses. free months rental, rebates, or other matters affecting
<br />the rental for any tenant thereunder, Seller is the owner of the entire lessor's interest in and to each of the Leases and none of the Leases
<br />or the rentals or other sums payable thereunder has been assigned or otherwise encumbered, except as security for loan(s) assumed or taken
<br />subject to as provided herein. To the best of Seller's knowledge, no tenant under any of the Leases is in default thereunder;
<br />
<br />R. There are no attachments, executions, assignments for the benefits of creditors. or voluntary or involuntary proceedings in bankruptcy or
<br />under any orher debtor relief laws contemplated by or pending or threarened against Seller or the Property;
<br />
<br />S. Seller knows of no repairs rhat need to be made to the Properry and has no knowledge of any latent structuml defects or any other defects
<br />of the Property, except for the following: hllypr ;)r.r.Ppt-~ t-hp prnp?rty f as is, where is.
<br />
<br />THIS COVENANT IS NOT INTENDED TO BE A WARRANTY AND NO EXPRESS OR 1!\IPLlED WARRANTY IS GIVEN BY SELLER
<br />WITH RESPECT TO THE PROPERTY,
<br />
<br />If any representation or warranty above is known by Buyer, I'rior to clnslllK, [(l he untrue illlJ is not remedied by Seller prior to closing, Bu)'er
<br />may (i) rerminate this Contmct and the Earnest Mone)' shall be refunded to Buyer. and neither parry shall have any further rights or obliga-
<br />tions pursuant to this Contmct. or (ii) wai\'e its objections and dose the tr.lIls:lction,
<br />
<br />18, AGREEMENTS OF SELLER:
<br />
<br />A. Seller agrees to deliver to Buyer within five (5) days of the effective date of this Cnntr.\ct copies of the following:
<br />
<br />(i) A current rent roll acceptable in form to Buyer and certified hy Seller tll he true and correct as of the date of delivery;
<br />
<br />(ii) All Leases pertaining to the Property. including any and all modifications. supplements, or amendments thereto;
<br />
<br />(iii) A current inventory of all tangible personal property and fixtures owned by Seller and located on, attached to, or used in connection
<br />with the Property, certified by Seller to be true and correct as of the dale of delivery;
<br />
<br />(iv) Nore(s), Deed(s) of Trust and mher loan documents pertaininl: to loan(s) assumed or taken subject to;
<br />
<br />(v) All service. maintenance, management, or other contrdcts relating to the ownership arid operation of the Property;
<br />
<br />(vi) All warranties and guamnties relating to the Property. or any part thereof, or to the t:lIlllihle personal property and fixtures owned
<br />by Seller and located on, attached to, or used in connection with rhe Property, if available;
<br />
<br />(vii) All fire, hazard, liability. and other insurance policies held by Seller on the Properry;
<br />
<br />(viii) All of the most recent real estate and personal property tax statemenrs with respect to the Property;
<br />
<br />(ix) All leasing or other commission agreements with respect to the Property. which commissions are being assumed by Buyer pursuant
<br />to pamgraph hereof;
<br />
<br />(x) The "as-built" plans and specifications with respect to the Property, if a\'ailahle;
<br />
<br />(xi) Information on urility and repair expenses incurred by Seller for operation of the Pn'perty for each month for the preceeding two (2) years;
<br />
<br />(xii) A true and correct sratement of income and expenses for the Property from to
<br />
<br />Buyer shall have days from the date of delivery of the above required information to review such information, If Buyer objects
<br />to any matters contained therein, Buyer may within the above time period (i) rerminate this Contracr and the Earnest Money shall be refunded
<br />to Buyer, and neither party shall have any further rights or obligations pursuant to this Cuntract, or (ii) waive such objections and close
<br />the tmnsaction,
<br />Seller agrees to deliver to Buyer at least seven (7) days prior to lhe Closing Date an estoppel certificate Jated and executed not earlier
<br />than ten (10) days prior to the Closing Date by each of the tenants under the leases stating rhat as of the Closing Date (I) no default exists
<br />under the terms of the lease agreement by either landlon! or tenant; (2) the amounr of any rental payments made in advance, if any; (3)
<br />the amount of any security deposits made, if any; (4) that the tenant has no defenses or off~ets allainst the payment of rent accruinl: under
<br />the terms of the lease agreement; and (5) a warranty by Seller that said Leases are in full force and effect and thar rhere are no defaults
<br />thereunder. If any tenants assert defenses or offsets against the payment of rent which are unacceptable to Bu)'er, Buyer shall immediately., +
<br />notify Seller in writin~, Seller shall promptly undertake to eliminate stich tin acceptable defenses or offsets, In the event Seller is unable
<br />lU do so by Closing Date, Buyer may (i) terminate this Contract and the Earnest Money shall be refunded to Buyer, and neither party shall
<br />have any further rights or obligations pursuant to this Contract, or (ii) waive such objections and close the tmnsolction,
<br />
<br />B. From the effective date of this Contract unril the Closing Date or earlier termination of this Contract. Seller shall:
<br />
<br />(i) Operate the Pmperty diligenrly and in the onlinary course of its husiness and will use its best efforts to tl'as'lIlOlbly preserve for Buyer
<br />the relationships of Seller and its suppliers, tenants, and others havinJ:l relarions with it;
<br />
<br />(ii) Keep, maintain, and n:pair the Property in a J:lood and presentable condition and comply with all reJ:lulations affecting the Prllperty;
<br />
<br />(iii) Keep, observe, and perform its obligations 3S landlon! under the Leases. and as long as tenants are not in default under the Leases,
<br />cause the termin:lllon of any Lease without the prior written consent of Buyer;
<br />
<br />POlge 4 01 6
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<br />JIIl'1
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