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Seller hereby represents and warrants that except as disclosed in writing to Buyer, as of
<br />the Effective Date and as of the close of escrow: (i) to Seller's best knowledge, there are no
<br />buried or partially buried storage tanks located on the Property; (ii) to Seller's best knowledge,
<br />Seller has received no notice, warning, notice of violation, administrative complaint, judicial
<br />complaint, or other formal or informal notice alleging that conditions on the Property are or have
<br />ever been in violation of any Environmental Law or informing Seller that the Property is subject
<br />to investigation or inquiry regarding Hazardous Materials on the Property or the potential
<br />violation of any Environmental Law; (iii) to Seller's best knowledge, there is no monitoring
<br />program required by the Environmental Protection Agency or any other governmental agency
<br />concerning the Property; (iv) to Seller's best knowledge, during Seller's ownership of the
<br />Property no toxic or hazardous chemicals, waste, or substances of any kind have been spilled,
<br />disposed of, or stored on, under or at the Property, whether by accident, burying, drainage, or
<br />storage in containers, tanks, holding areas, or any other means; (v) to Seller's best knowledge,
<br />Seller has disclosed to Buyer all information, records, and studies in Seller's possession or
<br />reasonably available to Seller relating to the Property concerning Hazardous Materials; (vi)
<br />except as disclosed in the Title Report, Seller has no knowledge of any contracts, licenses, leases
<br />or commitments regarding the maintenance or use of the Property or allowing any third party
<br />rights to use the Property in force that would be binding upon Seller after the close of escrow;
<br />(vii) there are no pending, or to Seller's best knowledge, threatened, actions suits, or
<br />administrative proceedings against or affecting the Property or any portion thereof or the interest
<br />of Seller in the Property with the exception of actions filed by Seller andlor the City of San
<br />Leandro as described in the Settlement Agreement; (viii) subject to the proviso in Section 13, all
<br />information that Seller has delivered to Buyer, either directly or through Seller's agents, is
<br />accurate and complete; and (ix) Seller has disclosed all material facts known to Seller concerning
<br />the Property.
<br />Seller further represents and warrants that this Agreement and all other documents to be
<br />delivered by Seller in connection with the close of escrow: (a) have been duly authorized,
<br />executed, and delivered by Seller; (b) are binding obligations of Seller; (c) are collectively
<br />sufficient to transfer all of Seller's right, title and interest in and to the Property; and (d) do not
<br />violate the provisions of any agreement to which Seller is a party or which affects the Property.
<br />Seller further represents and warrants that the persons who have executed this Agreement on
<br />behalf of Seller are authorized to do, that Seller has the legal right to enter into this Agreement
<br />and to perform all of its terms and conditions, and that this Agreement is enforceable against
<br />Seller in accordance with its terms.
<br />The representations and warranties set forth in this Section 16 shall survive the Closing
<br />for a period of one (1) year (the "Survival Period"). Terms such as "to Seller's knowledge," "to
<br />Seller's best knowledge" or like phrases mean the actual, present knowledge of Eric Nelson
<br />("Knowledge Party"), without any duty of inquiry or investigation; provided that so qualifying
<br />Seller's knowledge shall in no event give rise to any personal liability on the part of the
<br />Knowledge Party or any other direct or indirect employee or agent of Seller, on account of any
<br />breach of any representation or warranty made by Seller herein. Said terms do not include
<br />constructive knowledge, imputed knowledge, or knowledge Seller or such persons do not have
<br />but could have obtained through further investigation or inquiry. No broker, agent, or party other
<br />than Seller is authorized to make any representation or warranty for or on behalf of Seller. Seller
<br />1225087-5 9
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