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<br />J. The Pmperty Is not being used and Seller has no knowledge that It has ever been used for the storage or disposal of any hazardous or toXic materials;
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<br />K. To the best of Seller's knowledge, no fact or condition exists which would result in the terminatio~ of the current access from the Property
<br />to any presently existing highways and/or roads adjoining or situated on the Property, or to any existing sewer or other utility faciltiies servicing,
<br />adjoining, or situated on the Propeny; ,
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<br />L. . Seller shall not funher encumber, or allow the encumbra~ce 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:
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<br />M. Seller 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 other 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 PrOtlerty, or in any way limit the
<br />use of the Propeny: '
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<br />N. Seller has riot received, and has no other knowledge of any notice from arlY insurance company requesting the performance of any work
<br />regarding ,the Property or rel~ting to an increase in the insuran~e premiums applicable to the Property:
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<br />O. Seller has all necessary licenses and permits required by any and all statutes, ordinances, rules or other governmen~1 regulations for the
<br />use and opetation of the Prope~:. '
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<br />P. All obligations of Seller arising from the ownership and ope.:ation of the Property and business operated thereon, including, but not limited
<br />to salaries, taices, leasing commissions, and the,like, have been paid as they became due or w.iII be paid at 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 Propeny outstanding as of the Closing Date;
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<br />Q, Each Lease furnished to Buyer pursuant to this Contract is in full force and effect, and has n~t 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 ponlon 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 exists no fact or circumstance that could constitute a default of the landlord or
<br />lessor under any of the Leases, or entitle any tenal)t 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 thereunde~. Seller is the owner of the enrire lessor's, interest in and to each of the Leases and none of the Leases
<br />or the rentals or othcr's!:lms payable the,reunder ~as 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 th~ Le,ases is in default thereunder:
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<br />R, There are no attachments, executions, assignments for the benefits of creditors, or voluntary or involuntary proceedings in bankruptcy or
<br />under any other debtor relief laws contemplated by or pending or threatened against Seller or the Property:
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<br />S. Seller knows of no repairs that need to be made to the Property and has no knowledge of any latent stnJctural defects or any other defects
<br />of the Property, except for the following: None '
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<br />THIS COVENANT IS NOT INTENDED 10 BE A WARRANTY AND NO EXPRESS OR IMPLIED WARRANTY IS GIVEN BY SELLER
<br />- WITH RESPECT 10 THE PROPERTY; ,
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<br />If any representation or warranty above is known by Buyer, prior to closing, to be untrue and is not remedied by ~eller prior to closing, Buyer
<br />may (I) teJ:mirtate this Contract and die Earnest Money shall be refunded to Buyer, and neither pany shall have any funher rights or obliga.
<br />tions pursuant to this Cormact, or (Ii) waive i~s objections and close the transaction,
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<br />i8, AOR.EEMENTS OF SELLER:
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<br />A. Seller agrees to ~eliver to Buyer within five (5) days of the effective date of this Contract copies of the following:
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<br />(I) A current rent roll acceptable In form to Buyer and cenlfied by Seller to ,be true and correct as of the date of delivery;
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<br />(Ii) All Leases penaining to the Propeny, Including any and all modifications, supplements, or amendments thereto:
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<br />(iii) A cu~nt inventory of all tangible personal property and fixtures owned by Seller and located on, attached to, or used in connection
<br />with the Propeny, cenified by Seller to be true and correct as of the date of delivery:
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<br />(iv) Note(s), Deed(s) of Trust and other loan documents penaining to loan(s), assumed or taken subject to;
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<br />(v) All service, maintenance, ma~agement, or other contracts relating ~o, the ownership and operation of the Property;
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<br />(vi) All warranties and guaranties relating to the Propeny, or any pan thereof, or to the tangible personal property and fixtures owned
<br />by Seller and located on, attached .to, or used in connection with the Propeny, if available:
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<br />(vjj) All fire, h~rd, liability, and other insurance Policies held by Seller on the Property;
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<br />(viii) All of the most recent real estate and personal pro~eny tax statements with respect to the Property;
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<br />(Ix) All leas,ing or other commission agreements with respect to the Property, which commissions are being assumed by Buyer pursuant
<br />to paragraph hereof: " "
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<br />(x) The "as.buil~" plans and specifications wi~h respect to the Property, if available;
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<br />(xl) Information on utility and repair expenses incu~ by Se~ler for opc;l8tion of the Pl'Openy for each month for the preceeding two (2) years;
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<br />(xii) A true and correct, statement, of 'income and expens~s' fo~' the Propeny from to
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<br />Buyer shall have days from the date of delivery of i:~e above required information to review such information. If Buyer objects
<br />to any matters contained therein, Buyer may within the above time period (i) terminate ~hls Contract and the Earnest Money shall be refunded
<br />to Buyer, and neither pany .shall have any funher rights or obligations pl:lrsuant to this Contl8ct, or (ii) waive such objections and close'
<br />the ~nsaction. . '. '
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<br />Seller agrees to deliver to Buyer at least seven (7) days priOr to the Closing Date an estoppel cenificate dated and eicecuted not earlier
<br />than ten (10) days prior to the Closing Date by each of the tenants under the leases stating that as of the Closing Date (1) 110 default exists
<br />under the terms of the lease agreement by either landlord or tenant; (2) the amount 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 offsets against the payment of rent accruing under
<br />the terms ,of the lease'agreement: and (5) a warranty by Seller that said Leases are in full force and effect and that there are no defaults
<br />thereunder. If any tenants assen defenses or offsets against the payment of rent which are unacceptable to Buyer, Buyer shall immediately
<br />notify-.5eller in writing. Seller shall promptly undertake to eliminate such unacceptable defenses or offsets. In the event Seller ,is unable
<br />to 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 funh~r rights o~ oblig~tions pursuant to this Contract, or (Ii) ~ive s~ch objections and close the transaction.
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<br />B: From the effective date of this Con~ct until the Closing Dite o~ earlier termination of,this Con~ct, 'Seller shall:
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<br />(I)' ,Operate ,the Propeny diligently at:'d in the ordinary course of i~ businesS and will use its best effons to reasonably preserve for Buyer
<br />..' the relationships of Seller and its suppliers, tenants, and othe~ having relations with it; ..-..
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<br />(Ii) Keep, maintain, and repair the Property-in a good and presentable condition and comply with all regulations affecting the Propeny:
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<br />(Iii) Keep, observe, and perfonn'irs obligations as landlord ~nder the Leases, and as long as tenants are not in default under the Leases;
<br />" cause the terminatio~ of any 'Lease without the priQr written consent of Buyer:' ,
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<br />'IX4
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