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uUCUOiyn errretupe v.usliyeLOD-r ec-t"°r co-peep-or napes vooue yii..., •.. . - .. •retl{pairal tli.iva L. (m) Personal Property. - • . .. ,.. .... ' • .. Ape I.►, r.W' i ,yeyaa Within ten(lo)days following the Date ofAyreetnent,Seller shall provide to Buyer a detailed list of all personal property within each unit which is included in the Purchase Price.Buyer has twenty-five(z5)days following the receipt of such list to satisfy itself with regard to the title condition of such personal property.Seller recommends that Buyer obtain a UCC-1 report.Any such report shall he paid for by Buyer.Seller shall provide Buyer copies of any liens or encumbrances uuffectiny such personal property that it is aware of within ten(to)daysfol)otariny the Date ofAyrecntcrtt. (n) Destruction,Damage or Loss.Subsequent to the Date of Agreement and prior to Closing there shall not have occurred a destruction of,or damage or loss to,the Property or any portion thereof,from any cause whatsoever,which would cost more than 510,000.00 to repair or cure.If the cost of repair or cure is 510.00000 or less,Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option.within 10 days after receipt of written notice of a loss costing more than$10,00000 to repair or cure,to either terminate this Agreement or to purchase the Property notwithstanding such loss,but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than 510,000 00,and Buyer does not elect to terminate this Agreement,Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing,Escrow Holder shall assume no such destruction,damage or loss has occurred prior to Closing. (o) Material Change Buyer shall have 10 days following receipt of written nonce of a Material Change within which to satisfy itself with regard to such change. 'Material Change"shall mean a substantial adverse change in the use..occupancy,tenants,title or condition of the Property that occur,after the date of this offer and prior to the Closing. Unless otherwise notified in writing.Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p) Seller Performance.The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement. (q) Brokerage Fee Payment at the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder executed by Seller and Brokers("Brokerage Fee"). It is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee is concerned,and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement,without the written consent of Brokers. 9.2 All of the contingencies specified in subparagraphs(a)through(m)of paragraph 9.1 are for the benefit of,and may be waived by,Buyer,and maybe elsewhere herein referred to as'Buyer's Contingencies.' 9.3 If any of Buyer's Contingencies or any other matter subject to Buyer's approval is disapproved as provided for herein at a timely manner("Disapproved Item").Seller shall have the right within 10 days following the receipt of nonce of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date("Seller's Election").Seller's failure to give to Buyer within such period,written nonce of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to cure such Disapproved Item. If Seller elects,either by written nonce or failure to give written nonce,not to cure a Disapproved Item.Buyer shall have the right,within 10 days after Seller's Election to either accept title to the Property subject to such Disapproved Item,or to terminale this Agreement. Buyer's failure to notify Seller in writing of Buyer'selecnon to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyer's election to terminate this Agreement. The above time periods only apply once for each Disapproved Item. Unless expressly provided otherwise herein,Seller's right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the Financing Contingency.Unless the Parties mutually instruct otherwise,if the time periods for the sansfacnon of contingencies or for Seller's and Buyer's elections would expire on a date after the Expected Closing Date,the Expected Closing Date shall be deemed extended for 3 business days following the expiration of.(a)the applicable contingency period(s),(b)the period within which the Seller may elect to cure the Disapproved Item,or(c)if Seller elects not to cure,the period within which Buyer may elect to proceed with this transaction,whichever is tater. 9.4 The Parties acknowledge that extensive local,state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remedianon of Hazardous Substances.The determination of the existence of a Hazardous Substance Condition and the evaluation of the impact of such a condition are highly technical and beyond the expertise of Brokers.The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties,and Buyer and Seller are not relying upon any investigation by or statement of Brokers with respect thereto.The Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective interests herein. 10. Documents Required at or Before Closing. 10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property horn the Title Company and provide copies thereof to each of the Parties. 10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing. (a) Grant or general warranty deed,duly executed and in recordable form,conveying fee title to the Property to Buyer. (b) If applicable,the Beneficiary Statements concerning Existing Note(s). (c) If applicable,the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AIR or its equivalent. (d) If applicable,Estoppel Cernficates executed by Seller and/or the tenant(s)of the Property. (e) An affidavit executed by Seller to the effect that Seller is not a"foreign person"within the meaning of Internal Revenue Code Section 1445 or successor statutes. If Seller does not provide such affidavit in farm reasonably satisfactory to Buyer at least 3 business days prior to the Closing,Escrow Holder shall at the Closing deduct from Sellers proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers. (f) If the Property is located in California,an affidavit executed by Seller to the effect that Seller is not a"nonresident"within the meaning of California Revenue and Tax Code Section 18662 or successor statutes.If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing,Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute. (g) If applicablea bill of sale duly executed,conveying title to any included personal property to Buyer. (h; If the Seller is a corporation,a duly executed corporate resolution authorizing the execution of this Agreement and the safe of the Property. 10.3 Buyer shall deliver to Seller through Escrow- (a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder,by federal funds wire transferor any other method acceptable to Escrow Holder in immediately collectable funds,no later than 290 P.M.on the business day prior to the Expected Closing Date provided,however,that Buyer shall not be required to deposit such monies into Escrow if at the time set for the deposit of such monies Seller is in default or has indicated that it will not perform any of its obligations hereunder, Instead,in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available (b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement,the duly executed originals of those documents,the Purchase Money Deed of Trust being in recordable form,together with evidence of lire insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee,and a real estate tax service contract(at Buyer's expense),assuring Seller of nonce of the status of payment of real property taxes during the life of the Purchase Money Note. (c) The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c)above,duly executed by Buyer. Id) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements. (e) If applicable,a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes. (I) if the Buyer is a corporation,a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property. 10.4 At Closing,Escrow Holder shall cause lobe issued to Buyer a standard coverage(or ALTA extended,if elected pursuant to 9.1(g))owner's form policy of title insurance effective as of the Closing,issued by the Title Company in the full amount of the Purchase Price,insuring title to the Property vested in Buyer,subject only to the exceptions approved by Buyer.In the event there is a Purchase Money Deed of Trust in this transaction,the policy of title insurance shall be a joint protection policy insuring both Buyer and Seller. IMPORTANT:IN A PURCHASE OR EXCHANGE OF REAL PROPERTY,IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED.A NNEW2CILICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. vZ qt Page 4 of 8 L D 1 TIALS Last Edited:10/31/2018 2:10 PM INITIALS Q 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017