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' 201501959 to pay all amounts due from Purchaser to Home Federal under the Home Federal Financing. If JEH exercises the Option, Home Federal hereby agrees to release the Deed of Trust and assign all rights and remedies of Home Federal under the Home Federal Financing to JEH, including, without limitation, all rights and remedies under any promissory notes, security agreements and/or related loan documents executed by Purchaser in favor of Home Federal in connection with the Home Federal Financing. JEH shall exercise the Option within 45 days after receipt of the notice from Home Federal indicating that an Event of Default has occurred. Home Federal hereby acknowledges and agrees that it shall not exercise or initiate any of its rights under the Home Federal Financing (including, without limitation, exercising or initiating any of its rights under the Deed of Trust) unless and until JEH declines to exercise the Option under this Section 2. 3. Release of Deed of Trust In Connection With Transfer of Property. Home Federal agrees to timely execute (and to direct the trustee under the Deed of Trust to timely execute) any and all documentation necessary to release the Deed of Trust in connection with the transfer of title to the Property and the Improvements from JEH to Purchaser upon the completion of the construction of the Improvements (or, in the event the Option is exercised, in connection with the sale of the Property and the Improvements by JEH to any other party), including without limitation, all documentation required by the title company in connection with the closing of such transaction. 4. JEH's Representations and Warranties. JEH represents and warrants to Home Federal as follows: (a) JEH has all requisite power and authority to execute and deliver this Agreement and to carry out the transactions and perform the obligations contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary action on the part of JEH. (b) This Agreement has been duly and validly executed and delivered by an authorized officer of JEH and constitutes a legal, valid and binding obligation of JEH, enforceable against JEH in accordance with its terms, except as the enforceability of this Agreement may be limited or otherwise affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles, and except as rights to indemnification and contribution may be limited by applicable law or public policy. JEH agrees to indemnify and hold Home Federal harmless from any breach of any of the foregoing representations and warranties. 5. Home Federal's Representations and Warranties. Home Federal represents and warrants to JEH as follows: (a) Home Federal has all requisite power and authority to execute and deliver this Agreement and to carry out the transactions and perForm the obligations contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary action on the part of Home Federal. (b) This Agreement has been duly and validly executed and delivered by an authorized officer of Home Federal and constitutes a legal, valid and binding obligation of Home Federal,