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Colorado limited liability company ("FREG Central High") in the real property and improvements comprising the exclusive and perpetual easement in and option to purchase of Parcel 2 of 330 W. Colfax, South Bend, Indiana, consisting of approximately 2.24 7 acres, and more paiiicularly described and depicted on Exhibit C attached hereto ("Parcel 2 of Central High"); all in accordance with the terms and conditions of this Agreement. 2) CONVEYANCE; CLOSING A. Exhibit A-3 to this Agreement is the proposed Replat for the parcels adjacent to the Prope1iy, which such Replat has been approved by the Paiiies to this Agreement. The City fmiher represents and warrants that Wharf Paiiners, LLC, an Indiana limited liability company ("Wharf Paiiners"), and owner of Lots 1-3 of the Cascade Minor Subdivision, has approved the Replat. Notwithstanding the foregoing approval of the Replat, the Paiiies understand the same remain subject to the final review and approval by FREG Stephenson's lender ("FREG's Lender"). B. After final approval of this Agreement (including, without limitation, the Replat and the Easement Termination Agreement [as defined below]) by FREG's Lender ("Lender Approval"), and the filing of the Replat, at the Closing (as defined below), the University shall pay FREG Stephenson the sum of $500,000 (the "Purchase Price") as consideration of the Replat and the te1mination of FREG Stephenson's right, title and interest in and to the Released Parcels. The Replat requires review and approval ("Replat Approval") from the plat committee of the Area Plan Commission of St Joseph County ("APC"). C. Both the Released Parcels and the Prope1iy contain ce1iain easements and easement rights for Wharf Partners to use portions of the same for parking and access. The neighboring lot owned by Wharf Paiiners also contains ce1iain easement and easement rights for FREG Stephenson to use p01iions of the same for parking and access. The City shall cause all of the foregoing easements and easement rights to be terminated promptly after the recording of the Rep lat. The City shall also cause the easements and easement rights related to Parcel 2 of Central High to be recorded concunent with the Closing. Such terminations shall be documented by the applicable form of easement termination agreement set forth on Exhibit D attached hereto (the "Easement Te1mination Agreement"). The City shall obtain any consent, signature or other necessary approval of the Wharf Paiiners to the Replat and the applicable Easement Termination Agreement. Notwithstanding the foregoing, the Replat shall continue to contain a shared, perpetual, non-exclusive, ingress and egress easement over a portion of Lot 1 of the Seitz Park Subdivision for both FREG Stephenson and Wharf Paiiners, and their respective successors, assigns, tenants, visitors, occupants and guests to use the same. Such shared, perpetual, non-exclusive ingress and egress easement (including the maintenance, repair and snow removal obligations related to the same, which shall be the sole obligation of the City) shall be documented on the Replat. D. Notwithstanding any other provision contained herein, express or implied to the contrary, FREG makes no representations or wananties with respect to the physical condition or any other aspect of the Released Parcels, including, without limitation, (i) the conformity of the Released Parcels to past, cunent or future applicable zoning, building, subdivision, land use, health, safety, 2