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(g) Seller shall not consent to any material alteration of any of the improvements, including,
<br /> without limitation, any buildings , parking areas, or common areas and facilities on the Property, without
<br /> the prior written consent of Purchaser in each instance, which consent shall not be unreasonably withheld
<br /> or delayed.
<br /> (h) Seller shall provide, and keep in force through the Closing, all existing policies of fire, flood,
<br /> windstorm, hazard, and other casualty insurance as may be required by Purchaser on the improvements,
<br /> insuring the improvements at their full insurable value on a replacement cost basis with reputable
<br /> insurance companies reasonably acceptable to Purchaser; such insurance policies shall be assumable by
<br /> Purchaser, in which case the premium for the policies shall be prorated at the Closing, but Purchaser may
<br /> elect instead to cancel any of these policies and procure Purchaser's own insurance, in which case Seller
<br /> shall be entitled to any unearned premium credits resulting from such cancellations .
<br /> (i) To the best of Seller's knowledge, no notice has been received by Seller from any of Seller's
<br /> current insurance companies stating that any of the policies will not be renewed or will be renewed only
<br /> on the basis of a higher premium or higher risk category.
<br /> 0) To the best of Seller's knowledge, all licenses, permits, authorizations, and approvals required
<br /> for the use and operation of the Property or any part of the Property have been duly issued by all
<br /> governmental authorities having jurisdiction and are in full force and effect.
<br /> (k) There are no management, service, supply, concession, or maintenance agreements,
<br /> equipment leases , or similar agreements with respect to the Property or any portion of the Property other
<br /> than those provided to Purchaser in accordance with this Agreement.
<br /> (1) Purchaser shall have no obligation to continue employing any persons presently employed by
<br /> Seller in the management of the Property and Seller does not maintain and has never maintained any
<br /> pension plan or other type of employee benefit plan that would be binding on Purchaser as the owner of
<br /> the Property.
<br /> (m) Seller has not received a written summons, citation, directive, notice, complaint, or letter
<br /> from the United States Environmental Protection Agency, the State of Florida Department of
<br /> Environmental Protection, or other federal, state, or local governmental agency or authority specifying
<br /> any alleged violation of any environmental law, rule, regulation, or order at or on the Property and, to the
<br /> best of Seller's actual knowledge, information, and belief, without any investigation or due diligence, the
<br /> Property is not currently under investigation for any such violation.
<br /> (n) Seller is solvent, and no receivership, bankruptcy, or reorganization proceedings are pending
<br /> or, to Seller's knowledge, contemplated against Seller in any court.
<br /> (o) All Seller' s obligations in that certain "Settlement Agreement Release and Covenant Not to
<br /> Sue", dated January 9, 2006 (the "Settlement Agreement'), and in regard to the litigation pertaining to the
<br /> Settlement Agreement (Captain Butcher, Inc. vs. Judah, et al . , Case No. 2003 0688 CA-09, 19t6 Judicial
<br /> Circuit, Indian River County) (the "Litigation"), have been fully completed and satisfied; and at
<br /> Purchaser ' s request Seller shall provide documentation prior to closing evidencing the agreement of all
<br /> parties to the Settlement Agreement that Seller' s obligations under the Settlement Agreement and the
<br /> Litigation have been completed and satisfied.
<br /> (p) At all times during the term of this Agreement and as of the Closing, all of Seller's
<br /> representations, warranties, and covenants in this Agreement shall be true and correct.
<br /> (q) No representation or warranty by Seller contained in this Agreement and no statement
<br /> delivered or information supplied to Purchaser pursuant to this Agreement contains any untrue statement
<br /> of a material fact or omits to state a material fact necessary to make the statements or information
<br /> contained in them or in this Agreement not misleading.
<br /> 31 . WILLIAMS TRACT. It is understood that Seller is currently attempting to quiet the title to the
<br /> Williams tract, as described in Exhibit "B " hereof. The parties agree to the sale and purchase of the
<br /> Williams tract by Seller to Purchaser, upon successful completion by Seller of the quiet title action; and
<br /> 2/ 17/06
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