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2. Sale of Credits. In consideration of Buyer's payment to Seller in the amount of the Total Purchase Price <br />Payable to Seller set forth in the table in Paragraph 1, the receipt of which is hereby acknowledged, Seller <br />hereby transfers the Credits to Buyer to have and to hold the same unto Buyer, its successors and assigns, <br />forever. Buyer hereby accepts the transfer of the Credits. <br />3. Representations and Warranties. Seller represents and warrants that: (i) Seller has good and marketable <br />title to the Credits, free and clear of all liens, security interests, charges or encumbrances; and (ii) <br />Seller will warrant and defend the transfer of the Credits to Buyer against any person claiming any interest <br />therein. <br />4. BWSR Fees. Buyer acknowledges and agrees that the Total Fees Payable to BWSR set forth in the table in <br />Paragraph 1 are the responsibility of Buyer to be paid to BWSR for transfer and withdrawal of the Credits. <br />Seller shall not be responsible for payment of any fees to BWSR in connection with the transfer and/or <br />withdrawal of the Credits. <br />5. Additional Documents. Seller agrees to cooperate with Buyer in completing and signing BWSR's Transaction <br />Form to Withdraw Credits, and any other forms required by BWSR for transfer of the Credits to Buyer and <br />withdrawl of the Credits from the Minnesota Wetland Bank program, all at no cost to Seller. <br />Buyer: <br />David Hempel - Westwood <br />By <br />Its <br />Seller: <br />Mader Farm, LLC <br />By <br />Its <br />