MERCHANT STAR INTERNATIONAL GENERAL TRADING (3)

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(a) The execution and delivery of this Agreement by Seller, Seller's performance hereunder, and the consummation of the transaction contemplated hereby will not result in the breach of any contract or agreement to which Seller is at present a party or by which Seller is bound; and (b) Seller will not enter into any agreements or undertake any new obligations prior to Close of Escrow which will in anyway burden, encumber or otherwise affect the Property without the prior written consent of the Buyer; and (c) Seller, as a government agency, has not been subject to real property tax assessment on the property. Transfer of title to Buyer at the Close of Escrow will subject the Property to an assessment from the Orange County Office of the Assessor and shall be the obligation of the Buyer henceforth; and (d) Seller is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or under the Property. Seller warrants and represents to Buyer that Seller is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the Property. 3.2 Representations and Warranties of Buyer Buyer makes the following representations and warranties with respect to the Property, each of which shall survive Close of Escrow. (a) Subject to Permitted Delay (as defined herein), Buyer hereby represents and guarantees that it will complete construction and development of the Property for the Intended Use (defined below) within 36 months following the Close of Escrow ('Project Deadline"). If Buyer does not comply with the Project Deadline, Seller may elect to repurchase the Property from Buyer (the "Repurchase Right") pursuant to the terms and conditions in this section. Seller shall provide written notice to Buyer of its exercise (the "Exercise Notice") within one hundred eighty (180) days following the Project Deadline (the "Exercise Window"). The Exercise Notice shall propose a date for closing that is no less than thirty (30) days following the date of the Exercise Notice, with such closing then occurring on a date mutually convenient to both Seller and Buyer (the 'Repurchase Closing Date"). If Seller fails to deliver its Exercise Notice to Buyer within the Exercise Window, then the Repurchase Right shall automatically terminate and be of no further force and effect. The repurchase deed shall be identical in form to the deed by which title to the Property was conveyed by Seller to Buyer and shall be free and clear of any and all mortgage liens or other evidence of indebtedness. The purchase price to be paid by Seller to Buyer for the Property shall be equal to eighty percent (80%) of the Purchase Price paid by Buyer to Seller under this Agreement. As used herein, the term "Permitted Delay" shall refer to any delay resulting from acts of God; fire; earthquake; flood; explosion; action of the elements; war; invasion; insurrection; riot; mob violence; sabotage; malicious mischief; inability (notwithstanding good faith and diligent efforts) to procure (or general shortage of) labor, equipment, facilities, materials, or supplies in the 0