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<br />(a) Phvsical Condition of Prooertv. To the best of Seller's knowledge as of the
<br />Date of this Agreement, there are no Hazardous Materials on, in, under or adjacent to
<br />the Property. During the time in which Seller owned the Property, Seller did not use,
<br />generate, manufacture, store, release or dispose of on, in or under the Property, or
<br />transport to or from the Property, any Hazardous Materials. To the best of Seller's
<br />knowledge, no third party (including Seller's predecessors-in-interest) has used,
<br />generated, manufactured, stored, released or disposed of on, in or under the Property,
<br />or transported to or form the Property, any Hazardous Materials. Seller has not received
<br />notice of any action or proceeding relating to Hazardous Materials on, in, under or about
<br />the Property, and Seller shall promptly provide Buyer with a copy of any such notice
<br />which Seller may hereafter receive. If Seller or Buyer receives any such notice prior to
<br />the Close of Escrow, then Buyer may terminate this Agreement pursuant to Paraaraoh 9
<br />and the parties shall have no further rights, obligations or liability hereunder.
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<br />(b) . Obligations and Aareements Relatina to Prooerty. Seller shall be responsible
<br />for and shall perform all obligations and liabilities related to, arising out of or in
<br />connection with the Property accruing prior to the Close of Escrow. Seller is not and
<br />shall not be in breach of any obligation secured by or relating to the Property. From and
<br />after the expiration of the Feasibility Period, Seller shall not: (i) enter into or consent to
<br />any contracts, agreements, licenses, concessions or financing transactions affecting the
<br />Property which will have a termination date later than the Close of Escrow (or if for a
<br />termination date later than the Close of Escrow, Seller may enter into such contracts so
<br />long as Seller is able to terminate such contracts prior to the Close of Escrow); or (ii)
<br />give any consent or approval under any document or instrument, including any
<br />covenants and restrictions affecting the Property, which consent or approval would
<br />affect the Property, its value or the use thereof by Buyer, without the prior written
<br />consent from Buyer, which consent shall not be unreasonably withheld. From and after
<br />the expiration of the Feasibility Period, Seller shall not enter into any new leases, or
<br />amend existing leases which will result in a termination date to occur after the Close of
<br />Escrow. At Close of Escrow Seller shall assign all existing leases and rental
<br />agreements to Buyer and Buyer shall enter into a property management agreement with
<br />Whitley Property Management, Inc.
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<br />(c) Documents and Information. See Paraaraoh 7.
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<br />(d) Compliance with Law. Seller has not initiated, has not received written
<br />notice of, and is not aware of any actions, suits, proceedings, or governmental
<br />investigations, pending or, to the best of Seller's knowledge, threatened, before any
<br />agency, court, or other governmental authority which has a material, adverse effect on
<br />the Property.
<br />
<br />( e) Pending Litigation and Assessments. Seller has no knowledge of any
<br />litigation, action or claim, whether pending or threatened, nor any facts which would
<br />form the basis of such a claim, which may have a material, adverse effect on the
<br />Property. Seller has no knowledge of and has not received notice of the imposition of or
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<br />Page 6 of 16
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