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<br />10.2,2,1, Is duly authorized and approved such that this Agreement and
<br />related documents will constitute legal, valid, and binding obligations of Buyer enforceable
<br />against Buyer in accordance with their respective terms (except to the extent that such
<br />enforcement may be limited by applicable bankruptcy, insolvency, moratorium, and other
<br />principles relating to or limiting the right of contracting parties generally);
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<br />10,2.2,2. Does not and will not violate any provisions of any agreement
<br />which is binding upon Buyer or any of Buyer's assets;
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<br />10.2,2,3. Does not require any authorization, consent, approval, or other
<br />action of, or filing or registration with, any other governmental agency, except as expressly
<br />provided herein; and
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<br />10,2,2,4, Is not prohibited by any law, ordinance, or regulation.
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<br />10.2,3, Buyer has neither engaged nor owes a commission to any broker or
<br />finder in connection with the sale contemplated by this Agreement.
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<br />10,2,4, No representation, warranty or statement of Buyer in this Agreement, or
<br />in any document, certificate, or schedule furnished or to be furnished to Seller pursuant to this
<br />Agreement, contains any untrue statement of a material fact or omits to state any material fact
<br />needed to ensure the accuracy of the representations, warranties, or statements contained
<br />therein.
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<br />10,3, No Merger, All express representations and warranties in this Section 10 shall
<br />survive the Close of Escrow and the conveyance of record fee title to the Real Property to the
<br />Buyer, and shall not merge with the recordation of the Grant Deed.
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<br />10.4. Seller's Pre-Closing Covenants, Seller shall comply with the following
<br />covenants and requirements at all times from and after the Effective Date, and prior to the Close
<br />of Escrow or earlier termination of this Agreement and cancellation of Escrow:
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<br />10,4,1, Seller shall not grant, convey, or enter into any easement, lease,
<br />license, agreement, lien, encumbrance, or any other legal or beneficial interest in or to the Real
<br />Property, other than the Permitted Exceptions, without the prior written consent of Buyer, which
<br />consent shall not be unreasonably withheld or delayed.
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<br />10.4.2. Seller shall not violate, nor allow the violation of, any law, ordinance,
<br />rule, or regulation affecting the Real Property.
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<br />10,4,3, Seller shall do or cause to be done, all things within its reasonable
<br />control to preserve intact and unimpaired any and all rights of way, easements, grants,
<br />appurtenances, privileges, and licenses in favor or consisting of any portion of the Real
<br />Property, except as otherwise expressly provided herein.
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<br />10.4.4. Seller shall pay, if and when the same are due, all payments on any
<br />encumbrances or assessments presently affecting the Real Property and any and all taxes,
<br />assessments, and levies in respect of the Real Property through the Closing Date.
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<br />10.4,5, Seller shall not take any action, or fail to take any action, that would
<br />result in any change, alteration, modification, addition to, or termination of any of the presently-
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<br />(Rev.07f21105)
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<br />557986.11
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