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the lot line adjustments or partitions necessary to create the Property, the Riparian Land and the RFR Property as legal lots under applicable governmental building or zoning codes. In obtaining the survey, Purchaser shall obtain the descriptions necessary to do any lot line adjustments or partitions required in order to create the various parcels of property identified in this Agreement, including but not limited to the Property, the Riparian Land, the Steam Plant, the RFR Property, and the Easement Area. 12. "AS IS" PURCHASE. The Contract of Sale shall provide that Purchaser shall purchase the Property "AS IS" based on its own independent examination of the Property including the environmental condition, and without representation or warranty of any type, kind or nature. 13. PRORATIONS AND OTHER COSTS. Any interest, ad valorem taxes, rents, operating expenses, etc., will be prorated as of the closing. All other costs, except as specifically provided herein, including escrow fees and recording fees, will be equally paid by the Seller and Purchaser. Notwithstanding the foregoing, the amount of any refundable security deposits received by Seller and not applied against tenant's obligations under tenant leases shall be credited against the Purchase Price, and Seller shall be entitled to retain such deposits. Purchaser shall indemnify, defend and hold Seller harmless with respect to any prepaid amounts or security deposits delivered or credited to Purchaser at closing. The foregoing indemnity shall survive beyond the closing, or, if the sale is not consummated, beyond the termination of this Agreement. 14. COMMISSION. Purchaser and Seller agree that there is no brokerage commission or fee due to any person or firm other than to Prichard Evans Elder ("Broker"), which fee shall be entirely payable by Seller, but not to exceed Seller will indemnify Purchaser against all damages and expenses caused by any claim for brokerage commission or fee by any other party claiming a commission or fee through Seller other than Broker. Purchaser will indemnify Seller against all damages and expenses caused by any claim for brokerage commission or fee by any other party claiming a commission or fee through Purchaser other than Broker. The foregoing indemnities shall survive beyond the closing, or, if the sale is not consummated, beyond the termination of this Agreement. 15. SECTION 1031. Both parties agree to cooperate reasonably with each other to effectuate this transaction in a manner that would allow the parties, or either of them, to have the benefit of Section 1031 of the Internal Revenue Code. 16. OPERATIONS PENDING CLOSING. Purchaser shall have the right to review and approve of all new lease transactions and tenant improvements once this Agreement has been fully executed and until closing or this Agreement is terminated. Purchaser shall not unreasonably withhold, delay or condition its approval. 17. CONFIDENTIALITY. Purchaser shall maintain as confidential any and all material obtained about Seller or the Property, and shall not disclose such information to any third party except for disclosures on a "need to know" basis to Purchaser's consultants, attorneys, lenders and investors and disclosures required by court order or subpoena. L:\CMO\2004 Council Agendas\M041206\S041206B.doc