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27 . ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of this Agreement. 28 . NOTICE . Whenever either party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally or mailed to the appropriate address indicated on the first page of this Agreement, or such other address as is designated in writing by a party to this Agreement. 29 . SURVIVAL. The covenants, warranties, representations , indemnities and undertakings of Seller set forth in this Agreement shall survive the closing, the delivery and recording of the deed described in paragraph 8 . of this Agreement and Purchaser's possession of the Property. 30 . SELLER' S REPRESENTATIONS AND WARRANTIES . To induce Purchaser to enter into this Agreement and to purchase the Property, Seller covenants with and represents and warrants to Purchaser as follows: (a) During the term of this Agreement, Seller shall maintain and operate the Property and improvements thereon in a manner consistent with Seller's maintenance and operation during the 12- month period preceding the Seller' s execution of this Agreement, and shall not, without the prior written consent of Purchaser in each instance , which consent shall not be unreasonably withheld, undertake or commence any material or substantial renovations or alterations to the Property or improvements thereon unless necessary to remedy violations or preserve or protect the Property and improvements or comply with any obligation of Seller under this Agreement. (b) All existing possessory rights or interests, of every nature in the Property or the adjacent submerged lands, of persons not a party to this Agreement have been terminated, including but not limited to all : Tenant Leases, clam leases, contracts or other agreements; and Seller shall not grant any new such possessory rights or interests . (c) Seller has no knowledge regarding, and has received no written notice of, violations of any law, ordinance, order, or regulation affecting the Property issued by any governmental or quasi- governmental authority having jurisdiction over the Property that has not been corrected; and before the Closing, Seller shall promptly disclose to Purchaser any knowledge regarding, and furnish to Purchaser copies of any and all written notices of, violations that Seller receives between the date of execution Seller and the Closing Date from any governmental or quasi-governmental authorities having jurisdiction over the Property. (d) There are no (1 ) existing or pending mechanics, materialman' s , labor, or other improvement liens affecting the Property; (2) existing, pending, or threatened lawsuits or appeals of prior lawsuits affecting the Property or Seller (except as noted in paragraph 31 of this Agreement); (3 ) existing, pending, or threatened condemnation proceedings affecting the Property ; (4) existing, pending, or threatened zoning, building, or other moratoria, down-zoning .petitions, proceedings, restrictive allocations, or similar matters that could affect Purchaser's use of the Property or the value of the Property; or (5) pending real estate tax appeals or protests with respect to the Property before any applicable governmental authority . (e) All impact fees, use fees , and assessments (including those of any homeowners, property owners, or similar associations) related to the Property have been paid and the benefits of them are assignable to Purchaser without additional cost to Purchaser. (f) To the best of Seller's actual knowledge without investigation, all improvements have been completed and installed substantially in accordance with the plans and specifications for the improvements approved by the governmental authorities having jurisdiction over the Improvements . 2/ 17/06 Page 7 276