CREDIT TO THE CASH REQUIRED OF BUYER AT THE
CLOSING.
11.5
POST CLOSING MATTERS.
ANY ITEM TO BE PRORATED
THAT IS NOT DETERMINED OR DETERMINABLE AT THE CLOSING SHALL BE PROMPTLY ADJUSTED
BY THE PARTIES BY APPROPRIATE CASH PAYMENT OUTSIDE OF THE ESCROW WHEN THE AMOUNT
DUE IS DETERMINED.
11.6
VARIATIONS IN EXISTING NOTE BALANCES.
IN THE
EVENT THAT BUYER IS PURCHASING THE PROPERTY SUBJECT TO AN EXISTING DEED OF
TRUST(S), AND IN THE EVENT THAT A BENEFICIARY STATEMENT AS TO THE APPLICABLE
EXISTING NOTE(S) DISCLOSES THAT THE UNPAID PRINCIPAL BALANCE OF SUCH EXISTING
NOTE(S) AT THE CLOSING WILL BE MORE OR LESS THAN THE AMOUNT SET FORTH IN
PARAGRAPH 3.1(C) HEREOF ("EXISTING NOTE VARIATION"), THEN THE PURCHASE MONEY
NOTE(S) SHALL BE REDUCED OR INCREASED BY AN AMOUNT EQUAL TO SUCH EXISTING NOTE
VARIATION.
IF THERE IS TO BE NO PURCHASE MONEY NOTE, THE CASH REQUIRED AT THE
CLOSING PER PARAGRAPH 3.1(A) SHALL BE REDUCED OR INCREASED BY THE AMOUNT OF SUCH
EXISTING NOTE VARIATION.
11.7
VARIATIONS IN NEW LOAN BALANCE.
IN THE EVENT
BUYER IS OBTAINING A NEW LOAN AND THE AMOUNT ULTIMATELY OBTAINED EXCEEDS THE
AMOUNT SET FORTH IN PARAGRAPH 5.1, THEN THE AMOUNT OF THE PURCHASE MONEY NOTE,
IF ANY, SHALL BE REDUCED BY THE AMOUNT OF SUCH EXCESS.
12.
REPRESENTATION AND WARRANTIES OF SELLER AND
DISCLAIMERS.
12.1
SELLER'S WARRANTIES AND REPRESENTATIONS SHALL
SURVIVE THE CLOSING AND DELIVERY OF THE DEED FOR A PERIOD OF 3 YEARS, AND, ARE
TRUE, MATERIAL AND RELIED UPON BY BUYER AND BROKERS IN ALL RESPECTS.
SELLER
HEREBY MAKES THE FOLLOWING WARRANTIES AND REPRESENTATIONS TO BUYER AND BROKERS:
(A)
AUTHORITY OF SELLER.
SELLER IS THE OWNER
OF THE PROPERTY AND/OR HAS THE FULL RIGHT, POWER AND AUTHORITY TO SELL, CONVEY
AND TRANSFER THE PROPERTY TO BUYER AS PROVIDED HEREIN, AND TO PERFORM SELLER'S
OBLIGATIONS HEREUNDER.
(B)
MAINTENANCE DURING ESCROW AND EQUIPMENT
CONDITION AT CLOSING.
EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 9.1(M) HEREOF,
SELLER SHALL MAINTAIN THE PROPERTY UNTIL THE CLOSING IN ITS PRESENT CONDITION,
ORDINARY WEAR AND TEAR EXCEPTED.
THE HVAC, PLUMBING, ELEVATORS, LOADING DOORS
AND ELECTRICAL SYSTEMS SHALL BE IN GOOD OPERATING ORDER AND CONDITION AT THE
TIME OF CLOSING.
(C)
HAZARDOUS SUBSTANCES/STORAGE TANKS.
SELLER
HAS NO KNOWLEDGE, EXCEPT AS OTHERWISE DISCLOSED TO BUYER IN WRITING, OF THE
EXISTENCE OR PRIOR EXISTENCE ON THE PROPERTY OF ANY HAZARDOUS SUBSTANCE, NOR OF
THE EXISTENCE OR PRIOR EXISTENCE OF ANY ABOVE OR BELOW GROUND STORAGE TANK.
(D)
COMPLIANCE.
SELLER HAS NO KNOWLEDGE OF ANY
ASPECT OR CONDITION OF THE PROPERTY WHICH VIOLATES APPLICABLE LAWS, RULES,
REGULATIONS, CODES OR COVENANTS, CONDITIONS OR RESTRICTIONS, OR OF IMPROVEMENTS
OR ALTERATIONS MADE TO THE PROPERTY WITHOUT A PERMIT WHERE ONE WAS REQUIRED, OR
OF ANY UNFULFILLED ORDER OR DIRECTIVE OF ANY APPLICABLE GOVERNMENTAL AGENCY OR
CASUALTY INSURANCE COMPANY REQUIRING ANY INVESTIGATION, REMEDIATION, REPAIR,
MAINTENANCE OR IMPROVEMENT BE PERFORMED ON THE PROPERTY.
(E)
CHANGES IN AGREEMENTS.
PRIOR TO THE
CLOSING, SELLER WILL NOT VIOLATE OR MODIFY ANY EXISTING LEASE OR OTHER
AGREEMENT, OR CREATE ANY NEW LEASES