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ADDENDUM <br /> to Contract for Sale and Purchase between PRESSLEY RANCH , INC . ( " Seller " ), and INDIAN RIVER COUNTY <br /> (" Purchaser") <br /> (TRUSTEE) <br /> A . At the same time that Seller submits the closing documents required by paragraph 9 of this <br /> Agreement, Seller shall also submit the following to Purchaser : <br /> 1 . Copies of all trust agreements and all amendments , <br /> 2 . Copies of limited partnership agreements and other limited partnership documents reasonably <br /> requested by Purchaser, <br /> 3 . All certificates , affidavits , resolutions or other documents as may be required by Purchaser or the <br /> title insurer, which authorize the sale of the Property to Purchaser in accordance with the terms of this <br /> Agreement and evidence Seller' s authority to execute this Agreement and all other documents required <br /> by this Agreement, and <br /> 4 . Copy of proposed opinion of counsel as required by paragraph B . below . <br /> B . As a material inducement to Purchaser entering into this Agreement and to consummate the <br /> transaction contemplated herein , Seller covenants , represents and warrants to Purchaser as follows : <br /> 1 . Seller' s execution of this Agreement and the performance by Seller of the various terms and <br /> conditions hereof, including, without limitation , the execution of all agreements , notices and other <br /> documents hereunder, have been duly authorized by the requisite trust authority <br /> 2 . This Agreement, when executed and delivered , will be valid and legally binding upon Seller and <br /> enforceable in accordance with its terms and neither the execution of this Agreement and the other <br /> instruments to be executed hereunder by Seller, nor the performance by it of the various terms and <br /> conditions hereto will violate the terms of the trust agreement or any amendments thereto . <br /> At the closing, Seller shall deliver to Purchaser an opinion of counsel to the effect that the covenants , <br /> representations and warranties contained above in this paragraph B . are true and correct as of the closing <br /> date . In rendering the foregoing opinion , such counsel may rely as to factual matters upon certificates or <br /> other documents furnished by beneficiaries , partners , officers , officials and other counsel of Seller, and <br /> upon such other documents and data as such beneficiaries , partners , officers, officials and counsel may <br /> deem appropriate . <br /> 2 / 1 / 06 <br /> Page 11 <br />