Common use of Seller’s Deliveries Clause in Contracts

Seller’s Deliveries. (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender: (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease. (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies. (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property. (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.

Seller’s Deliveries. (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data baseAt closing, Seller will shall execute and deliver to Purchaser no later than five (5) days following the request by Special Warranty Deed referred to in Paragraph 3 hereof and shall also execute, where necessary, and deliver to Purchaser), the following documents in a form reasonably acceptable to Seller and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan LenderPurchaser: (iA) A current rent roll pertaining Xxxx of Sale, with special warranty of title transferring the personal property (as shown in Schedule B) to the Real Property (the “Rent Roll”) setting forth in respect Purchaser free of each Tenant unit: the name of the Tenant occupying such unitall liens, the security deposit or other deposit paid charges and encumbrances, except those assumed by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such LeasePurchaser. (iiB) A statement of insurance coverage and premiums The Title Policy issued by policy type and copies of insurance policies the underwriter for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies Title Company pursuant to the extent coverage is provided by Seller’s blanket policiesTitle Commitment, subject only to the Permitted Exceptions, in the full amount of the Purchase Price, dated as of the date of Closing. (iiiC) A copy Originals or copies of all income signed leases and expense statements, year end financial and monthly operating statements for rental agreements in effect with tenants of the Property not for more than one (the “Operating Statements”1) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (ivD) A copy All security and cleaning deposits made by such tenants. Seller will give the tenants the required notice of “as built” plans and specifications such transfer in compliance with the laws of TEXAS so that Seller is no longer responsible for the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller)tenants' security deposits. (vE) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control An affidavit of Seller which relate in such form as will cause the Title Company to omit from the physical condition or operation of title insurance policy the Real Property or the Personal Property or recommended improvements theretoexclusion relating to unrecorded mechanic's and materialmen's liens. (viF) A copy rent roll certified by Seller to Seller's knowledge to be materially accurate and complete as of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy date of any and all notices closing in the possession or control form and content of the rent roll normally kept by Seller pertaining to real estate taxes or assessments applicable to in its ordinary course of business, however, containing the Real Property or the Personal Property (the “Tax Bills”)actual rental, apartment number, any escrow, security deposit, etc. (viiG) A copy An affidavit of all outstanding managementSeller, leasingas the title company may normally require, maintenancethat to the best of its information and belief there are, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding on the date hereof if the contract price was in excess of $10,000closing, and any other contracts relating to or affecting the Property (no unsatisfied judgments, creditor's claims other than Leases) which will be binding upon in the Property course of business, tax liens, or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”)pending bankruptcies involving Seller. (viiiH) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real PropertyPurchaser shall cause an inspection to be made by a licensed extermination contractor, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are who is regularly engaged in the possession business of pest control. If said contractor's report indicates that there is any termite or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect other wood-boring insects infestation and/or damage to the Property, or the Seller shall proceed to have any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation and all corrective treatment of the Property with full use infestation, but not repair of damage, completed prior to closing. (If not possible prior to closing, Seller shall deposit sufficient sums as required by the extermination contractor to make the treatment.) (I) Assignments of all Improvements located thereon Seller's interest in the following in the form attached hereto as EXHIBIT E: (the “Governmental Approvals”). (x1) A copy of all guarantees assignable licenses, and warranties permits relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property. (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi2) the compliance leases and rental agreements with tenants of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x3) the Leases or Contracts existing Property telephone number and (xi4) the economics of the operation of the Propertybusiness and trade name as set forth in Par. 1.1. (gJ) Without limiting Assignments without recourse of all warranties and guarantees (see Exhibit E) to the aboveextent such are still in effect and provide Purchaser with copies of all such warranties in Seller's possession and guarantees without limitation for all appliances, except with respect to a breach by Seller of any dishwashers, disposals, refrigerators, heating and air conditioning units, washers and dryers. (K) Consent of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right 's authorized officer to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition sale of the Property and any other approvals required under Seller's partnership agreement or any law or regulation applicable theretoother organizational documents, including, without limitation, the Environmental Lawswhich may affect Seller's ability to convey indefeasible title. (hL) The provisions Satisfactory evidence of the power and authority of Seller to enter into and consummate this Section 7 agreement acceptable to the title company. (M) Affidavit that to the knowledge of Seller, Seller has received no notice of the presence of asbestos and/or any other hazardous material at the Property, except as set forth in any reports or information provided to Purchaser pursuant to Paragraph 6.2.1. (N) Seller shall provide a satisfactory and valid written termination of the management agreement executed by the existing management and rental agent for the Property, without cost to the Purchaser. (O) A notice letter to all the residents of the apartment complex as to change of ownership in the form prepared by the Purchaser. (P) All such other documents as are normally transferred at settlement in the jurisdiction in which the property is located or are reasonably requested by Purchaser or its counsel. (Q) A representation letter as normally required by auditors for a public company in the form attached hereto as EXHIBIT F. This clause shall survive the Closingclosing for one year.

Seller’s Deliveries. (a) Seller has delivered delivered, or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request execution hereof by Purchaser)all parties, the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender:): (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by SellerTenant, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit unit, and the expiration date of the term of such Lease. (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), ; provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies. (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with and any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are is not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all third party guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan DocumentsSeller. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property. (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed uponall documents evidencing, incurred by securing or asserted against Seller involving either bodily injury or property damage otherwise relating to the Assumed Loan. Notwithstanding anything to the contrary contained in connection with or arising out this Agreement, in the event that Seller, despite its good-faith efforts, shall be unable to fully perform its obligations to deliver all of the entry by Purchaser or its agents or representatives upon the Propertydocuments and information as required under this Section 7, either prior to or after execution and delivery of this Agreement and caused by then Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units sole remedy shall be made during ordinary business hours upon forty-eight (48) hours’ prior the right to elect, by giving written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless either (i) to terminate this Agreement and have the results of Purchaser’s Deposit returned to it or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to waive such Phase II, which consent shall not be unreasonably withheld. In failure to provide such documents and information and to consummate the event that Seller fails to grant its consent to such Phase II, or transaction contemplated hereby with no adjustment in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchase Price. If Purchaser may, as its sole remedy, elects to terminate this Agreement, whereupon the Xxxxxxx Money Note Deposit shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that thereafter this Agreement shall become null and void following with no further obligation on the part of either party. For a return or application period of thirty (30) days after the Effective Date (the “Due Diligence Period”) and with prior reasonable notification to Seller, Purchaser, its agents and representatives shall be entitled: (i) to enter onto the Real Property during normal business hours to perform inspections and tests of the Xxxxxxx Money Note Real Property or the Personal Property, including all leased areas (subject to the rights of the Tenants) and structural and mechanical systems within the Improvements; (ii) to examine and copy any portion thereofand all books and records maintained by Seller or its agents relating to receipts and expenditures pertaining to the Property; (iii) subject to the terms of the Leases, Purchaser’s obligations to interview the Tenants during normal business hours; (iv) to examine for the presence or absence of hazardous or toxic materials, substances or wastes (collectively, “Hazardous Materials”); and (v) to review the documentation described in this subsection (a). After making such tests and inspections, Purchaser agrees to promptly restore the Real Property and the Personal Property to their condition prior to such tests and inspections. Purchaser agrees to indemnify and hold harmless Seller from all loss, cost and expense (including reasonable attorneys’ fees) incurred, suffered by, or claimed against Seller by reason of any actual damage to the Real Property or the Personal Property or injury to persons caused by Purchaser and/or its agents, employees or contractors in exercising its rights under clauses (i) or (iv) above. The indemnification and hold harmless provisions of this Section 7 shall survive the expiration or any termination of this Agreement, . All such investigations and inspections shall survive Closing. (d) Purchaser hereby acknowledges be done in such a way as to minimize disruption of tenants’ business operations and agrees interference with tenants generally. In the event that it has no rights of inspection or examination all aspects of the Property are not acceptable to Purchaser in its sole discretion, Purchaser shall give written notice thereof to Seller and Escrow Agent prior to the expiration of the Due Diligence Period, the Deposit shall be returned to Purchaser and this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except as set forth herein, provided, however, that the indemnification obligation described in no event the preceding paragraph. Failure of the Purchaser to give the Seller a letter objecting to any of the documentation described in subsection (a) of this Section 7 within the Due Diligence Period shall any discoveries or findings made during such inspections or examinations entitle constitute a determination by Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent because of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) unacceptability of these items. Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, Closing and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (fb) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage sewage, and utility systems, facilities and appliances, (ii) the quality, nature, adequacy adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property. (gc) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser (on behalf of itself and its successors and assigns assigns) waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), and the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.). (hd) The provisions of this Section 7 shall survive the Closing.

Seller’s Deliveries. (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender: (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease. (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies. (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller)) and a copy of the Ground Lease and all amendments and assignments related thereto other than the instrument of transfer from Arbors of Xxxxxx Parkway Limited Partnership to Xxxxx Arbors, Inc. and any documentation of the transfer from SCA-NC/T Limited Partnership to SCA North Carolina Limited Partnership, neither of which have been delivered or made available to Purchaser. (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property. (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.

Seller’s Deliveries. (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data baseAt closing, Seller will shall execute and deliver to Purchaser no later than five (5) days following the request by General Warranty Deed referred to in Paragraph 3 hereof and shall also execute, where necessary, and deliver to Purchaser), the following documents in a form reasonably acceptable to Purchaser: (A) A Xxxx of Sale, with special warranty of title transferring the personal property (as shown in Schedule B) to Purchaser free of all liens, charges and encumbrances. (B) The Title Policy issued by the underwriter for the Title Company pursuant to the Title Commitment, subject only to the Permitted Exceptions, in the full amount of the Purchase Price, dated as of the date of Closing. (C) Originals or copies of all signed leases and rental agreements in effect with tenants of the Property not for more than one (1) year. (D) All security and cleaning deposits made by such tenants. Seller will give the tenants the required notice of such transfer in compliance with the laws of TEXAS. (E) An affidavit of Seller in such form as will cause the Title Company to omit from the title insurance policy the exclusion relating to unrecorded mechanic's and materialmen's liens. (F) A rent roll certified by Seller to be true and correct as of the date of closing showing the name of, and the documents listed amount of monthly rental payable, by each tenant of the Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of tenant. (G) An affidavit of Seller that to the best of its information and belief there are, on Exhibit A-1 the date of closing, no unsatisfied judgments, creditor's claims other than in the course of business, tax liens, or pending bankruptcies involving Seller. (H) Seller shall provide, a certificate from a licensed extermination contractor, who is regularly engaged in the “Due Diligence Documents”)business of pest control, that all buildings are free from any termite or other wood-boring insect infestation. Said certificate shall be dated within 90 days of closing, bearing the Contractor's name, contractors license number, the signature of the party authorized to sign for the Contractor and the date of the inspection. Should damage exist, Seller may, but shall not be obligated to proceed to have any corrective work completed prior to closing. If Seller does not make the repairs prior to closing, Purchaser, at its option, may either proceed to settlement and have such sums required for repairs deducted from Seller's proceeds, or may in its sole discretion terminate this Agreement. Seller shall promptly return Purchaser's deposit upon such termination. (I) Assignments of all Seller's interest in the following: (1) all assignable licenses, and permits relating to the operation of the Property, (2) the leases and rental agreements with tenants of the Property, (3) the existing Property telephone number and (4) the business and trade name as set forth in Par. 1.1. (J) Assignments without recourse of all warranties and guarantees to the extent such are still in effect and provide Purchaser with copies of all such warranties and guarantees without limitation for all appliances, dishwashers, disposals, refrigerators, heating and air conditioning units, washers and dryers. (K) Consent of the Seller’s possession 's authorized officer to the sale of the Property and any other approvals required under Seller's articles, by-laws or reasonable controlother organizational documents, which may affect Seller's ability to convey marketable title. (L) Provide documents for the transfer of the telephone, electric, water and sewer, and Seller shall deliver any updates to the Due Diligence Documents, if anygas utilities, as may be required by the utility, for execution at closing. (M) Satisfactory evidence of the power and when requested by Purchaser or Assumed Loan Lenderauthority of Seller to enter into and consummate this agreement, including but not limited to: (i) A current rent roll pertaining An opinion of Seller's counsel, in a form reasonably satisfactory to Purchaser, stating that: (a) The individual(s) executing the Real Property (the “Rent Roll”) setting forth in respect deed and related documents are duly authorized to do all such acts as are necessary to consummate this sale, without further consent of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or any other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Leaseparty. (iib) A statement of insurance coverage and premiums by policy type and copies of insurance policies for That the fire, extended coverage and public liability insurance maintained by partner or for officer can bind the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policiesPartnership or Corporation. (iiiN) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications Affidavit that Seller has received no notice of the Improvements (together with presence of asbestos and/or any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed hazardous material at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xiiO) Any Seller shall provide a satisfactory and valid written termination of the management agreement executed by the existing management and rental agent for the Property, without cost to the Purchaser. (P) A notice letter to all the residents of the apartment complex as to change of ownership in the form prepared by the Purchaser. (Q) All such other documents and information as are normally transferred at settlement in the possession jurisdiction in which the property is located or control of Seller are reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Propertyits counsel. (bR) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except A representation letter as otherwise set forth herein), shall be during normal business hours and shall be normally required by auditors for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth public company in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units form attached hereto as EXHIBIT C. This clause shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreementclosing for one year. (cS) Notwithstanding any provision to Closing Memorandum and Indemnification Agreement in the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except form attached hereto as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.EXHIBIT D.

Seller’s Deliveries. (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request execution hereof by Purchaserall parties), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender: (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by SellerTenant, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease. (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies. (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan DocumentsSeller. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property. (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender any proposed lender of Purchaser to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the Purchaser’s lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Lender Approval Period (as defined in Section 8(a)(i8(a)(v) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.

Seller’s Deliveries. At closing, Seller shall execute and deliver to Purchaser the Special Warranty Deed referred to in Paragraph 3 hereof and shall also execute, where necessary, and deliver to Purchaser, the following in a form reasonably acceptable to Purchaser: (aA) A Bill of Sale, with special warranty of title transferring the persxxxx property (as shown in Exhibit B) to Purchaser free of all liens, charges and encumbrances. (B) The Title Policy issued by the underwriter for the Title Company pursuant to the Title Commitment, subject only to the Permitted Exceptions, in the full amount of the Purchase Price, dated as of the date of Closing. (C) Originals or copies of all signed leases and rental agreements in effect with tenants of the Property not for more than one (1) year. (D) All security and cleaning deposits made by such tenants. Seller will give the tenants the required notice of such transfer in compliance with the laws of TEXAS. (E) An affidavit of Seller in such form as will cause the Title Company to omit from the title insurance policy the exclusion relating to unrecorded mechanic's and materialmen's liens. (F) A rent roll certified by Seller to be true and correct as of the date of closing showing the name of, and the amount of monthly rental payable, by each tenant of the Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of tenant. (G) An affidavit of Seller that to the best of its information and belief there are, on the date of closing, no unsatisfied judgments, creditor's claims other than in the course of business, tax liens, or pending bankruptcies involving Seller. (H) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following a copy of its Metrotech Lifetime Termite Control Service Agreement dated November 7, 1995 and a bill for the request by Purchaser)period June 1997 through June 1998, a copy of which is axxxxed hereto as EXHIBIT D, for the following documents review and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender: (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name acceptance of the Tenant occupying such unit, Purchaser during the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such LeaseInspection Period. (iiI) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies. (iii) A copy Assignments of all income and expense statementsSeller's interest in the following in the form attached hereto as EXHIBITS E, year end financial and monthly operating statements for the Property H, AND I: (the “Operating Statements”1) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current yearall assignable licenses, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications permits relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property. (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi2) the compliance leases and rental agreements with tenants of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x3) the Leases or Contracts existing Property telephone number and (xi4) the economics of the operation of the Propertybusiness and trade name as set forth in Par. 1.1. (gJ) Without limiting Assignments without recourse of all warranties and guarantees (see Exhibit D) to the aboveextent such are still in effect and provide Purchaser with copies of all such warranties and guarantees without limitation for all appliances, except with respect to a breach by Seller of any dishwashers, disposals, refrigerators, heating and air conditioning units, washers and dryers. (K) Consent of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right 's authorized officer to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition sale of the Property and any other approvals required under Seller's articles, by-laws or any law or regulation applicable theretoother organizational documents, including, without limitation, which may be reasonably requested by the Environmental LawsTitle Company. (hL) The provisions Provide document for the transfer of this Section 7 the telephone number for execution at closing. (M) Affidavit that Seller has received no notice of the presence of asbestos and/or any other hazardous material at the Property, except as has been disclosed by any documents turned over to Purchaser by Seller. (N) Seller shall provide a satisfactory and valid written termination of the management agreement executed by the existing management and rental agent for the Property, without cost to the Purchaser. (O) A notice letter to all the residents of the apartment complex as to change of ownership in the form prepared by the Purchaser. (P) All such other documents as are normally transferred at settlement in the jurisdiction in which the property is located or are reasonably requested by Purchaser or its counsel. (Q) A representation letter as normally required by auditors for a public company in the form attached hereto as EXHIBIT F. This clause shall survive closing for one year. (R) Closing Memorandum in the Closingform attached hereto as EXHIBIT G. (S) Closing Statement reflecting all closing adjustments.

Seller’s Deliveries. (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data baseAt Closing, Seller will shall execute and deliver to Purchaser no later than five (5) days following a Limited Warranty Deed conveying the request by Property, subject to the Permitted Exceptions, and shall also execute, where necessary, and deliver to Purchaser), the following documents following: (A) A Xxxx of Sale in the form attached hereto as EXHIBIT D, transferring the personal property (as shown in Schedule B) to Purchaser free of all liens, charges and encumbrances. (B) Originals or copies of all signed leases and rental agreements in effect with tenants of the Property. (C) All security and cleaning deposits made by such tenants. Seller will give the tenants the required notice of such transfer in compliance with the laws of Georgia. (D) An affidavit of Seller in customary form as will cause the Title Company to omit from the title insurance policy the exclusion relating to unrecorded mechanic's and materialmen's liens. (E) A rent roll certified by Seller to be true and correct as of the date of closing showing the name of, and the documents listed amount of monthly rental payable, by each tenant of the Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of tenant. (F) An affidavit of Seller that to the best of its information and belief there are, on Exhibit A-1 the date of closing, no unsatisfied judgments, creditor's claims, tax liens, or pending bankruptcies involving Seller, which affect title to the Property, other than the Permitted Exceptions. (G) Seller shall provide, a certificate from a licensed extermination contractor, who is regularly engaged in the “Due Diligence Documents”)business of pest control, that all buildings are free from any termite or other wood-boring insect infestation. Said certificate shall be dated within 90 days of closing, bearing the Contractor's name, contractors license number, the signature of the party authorized to sign for the Contractor and the date of the inspection. Should damage exict, Seller shall proceed to have any corrective work completed prior to closing or Purchaser, at its option, may either proceed to settlement and have such sums required for repairs deducted from Seller's proceeds, or may in its sole discretion terminate this Agreement Seller shall promptly return Purchaser's deposit upon such termination. (H) Assignments of all Seller's interest in the following: (1) all assignable licenses, and permits relating to the operation of the Property, (2) the leases and rental agreements with tenants of the Property, (3) the existing Property telephone number and (4) the business and trade name as set forth in Par. 1. 1. (I) Assignments of all Seller's interest in the warranties and guarantees to the extent such are still in effect and assignable and provide Purchaser with copies of all such warranties and guarantees, including, without limitation, for all appliances, dishwashers, disposals refrigerators, heating and air conditioning units, washers and dryers, to the extent in Seller’s ' B possession or reasonable controlcontrol possession of its management company. (J) Provide documents for the transfer of the telephone, electric, water and sewer, and gas utilities, a" may be required by the utility, for execution at closing. (K) Evidence sufficient to the Title Company of the power and authority of Seller to enter into and consummate this agreement. (L) Affidavit that Seller has no actual knowledge of the presence of asbestos and/or any other hazardous material at the Property, except for what is shown in the report furnished to the Purchaser. (M) Seller shall deliver any updates terminate the management agreement executed with the existing management and rental agent for the Property, without cost to the Due Diligence DocumentsPurchaser, if anypursuant to a written termination agreement, reasonably satisfactory to Purchaser. (N) A notice letter to all the residents of the apartment complex as to change of ownership in the form prepared by the Purchaser and when approved by Seller. (O) All such other documents as are normally transferred at settlement in the jurisdiction in which the Property is located or are reasonably requested by Purchaser or Assumed Loan Lender: (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant its counsel and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease. (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies. (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto consistent with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property. (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination terms of this Agreement. (cP) Notwithstanding any provision to A representation letter from Seller's management company, "Insignia", as normally required by auditors for a public company in the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 form attached hereto as EXHIBIT E. This clause shall survive the expiration or termination of this Agreement, and shall survive Closingclosing for "ix months. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.

Seller’s Deliveries. (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following the request by Purchaser), complete copies of the following documents and items pertaining to the documents listed on Exhibit A-1 (the “Due Diligence Documents”), Property to the extent in Seller’s 's actual possession or reasonable control("Submission Materials"): (a) all leases, occupancy agreements, and Seller shall deliver any updates amendments thereto relating to the Due Diligence DocumentsProperty (the "Leases"), if anywhich are listed on Schedule 1; (b) reciprocal easement agreements; (c) all service contracts and equipment leases relating to the Property (the "Service Contracts"), as which are listed on Schedule 2; (d) year-to-date operating statement for the current year and when requested by Purchaser or Assumed Loan Lender:year-end operating statements for the last two calendar years; (e) copies of the real estate tax bills for the current year and prior year; (f) any existing environmental reports, including any Phase I environmental report; (g) the existing survey (the "Existing Survey"); (h) plans and specifications; and (i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth in respect of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease. (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies. (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property. (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property' sales reports. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contraryterminates for any reason, Purchaser shall have no right immediately return to conduct a Phase II Environmental Site Assessment (a “Phase II”Seller all information delivered by Seller or Seller's agent(s) unless (i) the results of to Purchaser or Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent 's agent(s). The foregoing provision shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding . Any failure of Seller to timely deliver or make available any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Submission Materials shall not extend the Due Diligence Period beyond the period prescribed in Section 7 shall survive the expiration or termination of this Agreement1, and Purchaser's sole and exclusive remedy for any such failure shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser be to terminate this Agreement except prior to the expiration of the Due Diligence Period in accordance with the provisions of Section 3.2 (b). Except as expressly set forth hereinin Section 6, it being Seller makes no representation or warranty, express or implied, as to the intent accuracy or completeness of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closinginformation contained in the Submission Materials, and Purchaser acknowledges that the Submission Materials will be for informational purposes only and shall not give Purchaser any cause of action against Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring propertypreparer, (viii) absent an agreement from the quality of any labor and materials used in any improvements preparer that Purchaser is entitled to rely on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Propertya particular matter. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.

Seller’s Deliveries. At closing, Seller shall execute and deliver to Purchaser the General Warranty Deed referred to in Paragraph 3 hereof and shall also execute, where necessary, and deliver to Purchaser, the following in a form reasonably acceptable to Purchaser: (A) A Xxxx of Sale, with special warranty of title transferring the personal property (as shown in Schedule B) to Purchaser free of all liens, charges and encumbrances. (B) The Title Policy issued by the underwriter for the Title Company pursuant to the Title Commitment, subject only to the Permitted Exceptions, in the full amount of the Purchase Price, dated as of the date of Closing. (C) Originals or copies of all signed leases and rental agreements in effect with tenants of the Property not for more than one (1) year. (D) All security and cleaning deposits made by such tenants. Seller will give the tenants the required notice of such transfer in compliance with the laws of TEXAS. (E) An affidavit of Seller in such form as will cause the Title Company to omit from the title insurance policy the exclusion relating to unrecorded mechanic's and materialmen's liens. (F) A rent roll certified by Seller to be true and correct as of the date of closing showing the name of, and the amount of monthly rental payable, by each tenant of the Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of tenant. (G) An affidavit of Seller that to the best of its information and belief there are, on the date of closing, no unsatisfied judgments, creditor's claims other than in the course of business, tax liens, or pending bankruptcies involving Seller. (H) Seller shall provide, a certificate from a licensed extermination contractor, who is regularly engaged in the business of pest control, that all buildings are free from any termite or other wood-boring insect infestation. Said certificate shall be dated within 90 days of closing, bearing the Contractor's name, contractors license number, the signature of the party authorized to sign for the Contractors and the date of the inspection. Should damage exist, Seller may, but shall not be obligated to proceed to have any corrective work completed prior to closing. If Seller does not make the repairs prior to closing, Purchaser, at its option, may either proceed to settlement and have such sums required for repairs deducted from Seller's proceeds, or may in its sole discretion terminate this Agreement. Seller shall promptly return Purchaser's deposit upon such termination. (I) Assignments of all Seller's interest in the following: (a) Seller has delivered or made available on a secure data base all assignable licenses, and permits relating to the operation of the Property, (2) the leases and if not previously delivered or made available rental agreements with tenants of the Property, (3) the existing Property telephone number and (4) the business and trade name as set forth in the data base, Seller will deliver to Purchaser no later than five Par. 1.1. (5J) days following the request by Purchaser), the following documents Assignments without recourse of all warranties and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), guarantees to the extent such are still in effect and provide Purchaser with copies of all such warranties and guarantees without limitation for all appliances, dishwashers, disposals, refrigerators, heating and air conditioning units, washers and dryers. (K) Consent of the Seller’s possession 's authorized officer to the sale of the Property and any other approvals required under Seller's articles, by-laws or reasonable controlother organizational documents, which may affect Seller's ability to convey marketable title. (L) Provide documents for the transfer of the telephone, electric, water and sewer, and Seller shall deliver any updates to the Due Diligence Documents, if anygas utilities, as may be required by the utility, for execution at closing. (M) Satisfactory evidence of the power and when requested by Purchaser or Assumed Loan Lenderauthority of Seller to enter into and consummate this agreement, including but not limited to: (i) A current rent roll pertaining An opinion of Seller's counsel, in a form reasonably satisfactory to Purchaser, stating that: (a) The individual(s) executing the Real Property (the “Rent Roll”) setting forth in respect deed and related documents are duly authorized to do all such acts as are necessary to consummate this sale, without further consent of each Tenant unit: the name of the Tenant occupying such unit, the security deposit or any other deposit paid by the Tenant and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Leaseparty. (iib) A statement of insurance coverage and premiums by policy type and copies of insurance policies for That the fire, extended coverage and public liability insurance maintained by partner or for officer can bind the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policiesPartnership or Corporation. (iiiN) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications Affidavit that Seller has received no notice of the Improvements (together with presence of asbestos and/or any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed hazardous material at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xiiO) Any Seller shall provide a satisfactory and valid written termination of the management agreement executed by the existing management and rental agent for the Property, without cost to the Purchaser. (P) A notice letter to all the residents of the apartment complex as to change of ownership in the form prepared by the Purchaser. (Q) All such other documents and information as are normally transferred at settlement in the possession jurisdiction in which the property is located or control of Seller are reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Propertyits counsel. (bR) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except A representation letter as otherwise set forth herein), shall be during normal business hours and shall be normally required by auditors for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth public company in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units form attached hereto as EXHIBIT C. This clause shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreementclosing for one year. (cS) Notwithstanding any provision to Closing Memorandum and Indemnification Agreement in the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except form attached hereto as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.EXHIBIT D.

Seller’s Deliveries. (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data baseAt Closing, Seller will shall execute and deliver to Purchaser no later than five (5) days following the request by Special Warranty Deed referred to in Paragraph 3 hereof and shall also execute, where necessaryl and deliver to Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lenderfollowing: (iA) A current rent roll pertaining Xxxx of Sale, with warranty of title transferring the personal property (as shown in Schedule B) to the Real Property (the “Rent Roll”) setting forth in respect Purchaser free of each Tenant unit: the name of the Tenant occupying such unitall liens, the security deposit or other deposit paid by the Tenant charges and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Leaseencumbrances. (iiB) A statement of insurance coverage and premiums by policy type and Originals or copies of insurance policies for the fire, extended coverage all signed leases and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies. (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation tenants of the Property. (bC) All security and cleaning deposits made by such tenants. Seller will deliver to Purchaser at Closing a notice letter addressed to each tenant as is required notice of such transfer in compliance with the laws of North Carolina. (D) An affidavit of Seller in such form as will cause the Title Company to omit from the title insurance policy the exclusion relating to unrecorded mechanic's and its agents or representatives shall have no right materialmen's liens. (E) A rent roll certified by Seller to enter upon be true and correct as of the Property except with Seller’s prior approvaldate of Closing showing the name of, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein)and the amount of monthly rental payable, shall be during normal business hours and shall be for the sole purpose by each tenant of examining or inspecting the Property, including the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of tenant. (F) An affidavit of Seller that to the best of its information and belief there are, on the date of Closing, no unsatisfied judgments, creditor's claims, tax liens, or pending bankruptcies involving Seller. (G) Seller shall provide, a certificate from a licensed extermination contractor, who is regularly engaged in the business of pest control, that all buildings are free from any termite or other wood-boring insect infestation. Said certificate shall be dated within 90 days of Closing, bearing the Contractor's name, contractors license number, the signature of the party authorized to sign for the purpose of allowing Assumed Loan Lender to examine or inspect Contractor and the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out date of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Propertyinspection. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such Should damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contraryexist, Purchaser shall have no right notify Seller within three (3) business days that such damage is unacceptable to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents it at which xxxx Xxxxxx may elect to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to either terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser or shall give proceed to have any corrective work completed prior to Closing. Should Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days correct damage prior to Closing, and Purchaser, at its option, may either proceed to settlement or may terminate this Agreement. Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closingpromptly return Purchaser's deposit upon such termination. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.

Seller’s Deliveries. (a) Seller has delivered delivered, or made available on a secure data base (and if not previously delivered or made available in the data base, Seller will deliver to Purchaser no later than five (5) days following after the request by Purchaser)Effective Date, the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lenderdocuments: (i) A current rent roll pertaining to the Real Property (the “"Rent Roll”") setting forth in respect of each Tenant unitspace: the name of the Tenant occupying such unitspace, the security deposit or other deposit paid by the Tenant and held by SellerTenant, the number of square feet comprising such space, the term of the Lease for such unitspace, the commencement date for the term of the Lease for such space, the annual rent rental rate per square foot for each unit such space, the other charges payable by such Tenant (including charges for real estate taxes, operating expenses and similar items), the expiration date of the term of such Lease, whether such Tenant is entitled to and the number of years of any option to renew or lease additional space, whether any rents or other charges are in arrears or prepaid and the period to which arrearages or prepayments relate and the date of such Lease and all amendments thereof. (ii) A statement of insurance coverage and premiums by policy type and copies of insurance policies for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “"Existing Insurance Policies”"), ; provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s 's blanket policies. (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “"Operating Statements”") for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with and any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “"Tax Bills”"). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s 's possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “"Contracts”"). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are is not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “"Governmental Approvals”"). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan DocumentsSeller. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s 's ownership or operation of the Property. (b) Purchaser and . Notwithstanding anything to the contrary contained in this Agreement, in the event that Seller, despite its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than fortygood-eight (48) hours’ prior notice (except as otherwise set forth herein)faith efforts, shall be during normal business hours unable to fully perform its obligations to deliver all of the documents and information as required under this Section 7, then Purchaser's sole remedy shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenantselect, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior giving written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless either (i) to terminate this Agreement and have the results of Purchaser’s Deposit returned to it or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to waive such Phase II, which consent shall not be unreasonably withheld. In failure to provide such documents and information and to consummate the event that Seller fails to grant its consent to such Phase II, or transaction contemplated hereby with no adjustment in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchase Price. If Purchaser may, as its sole remedy, elects to terminate this Agreement, whereupon the Xxxxxxx Money Note any money or documents shall be returned to Purchaserthe party depositing the same, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that thereafter this Agreement shall become null and void following a return or application with no further obligation on the part of either party. At an appropriate time prior to the thirty (30) days after the Effective Date (the “Due Diligence Period”) and with prior reasonable notification to Seller, Purchaser, its agents and representatives shall be entitled: (i) to enter onto the Real Property during normal business hours to perform inspections and tests of the Xxxxxxx Money Note Real Property or the Personal Property, including all leased areas (subject to the rights of the Tenants) and structural and mechanical systems within the Improvements; (ii) to examine and copy any portion thereofand all books and records maintained by Seller or its agents relating to receipts and expenditures pertaining to the Property since construction; (iii) subject to the terms of the Leases, Purchaser’s obligations to interview the Tenants during normal business hours; (iv) to examine for the presence or absence of hazardous or toxic materials, substances or wastes (collectively, “Hazardous Materials”); and (v) to review the documentation described in this subsection (a). Prior to entering upon the Land to make inspections, Purchaser shall provide and shall cause each third party making inspections to provide, to Seller liability insurance in the amount of $2,000,000. After making such tests and inspections, Purchaser agrees to promptly restore the Real Property and the Personal Property to their condition prior to such tests and inspections. Purchaser agrees to indemnify and hold harmless Seller from all loss, cost and expense (including reasonable attorneys’ fees) incurred, suffered by, or claimed against Seller by reason of any actual damage to the Real Property or the Personal Property or injury to persons caused by Purchaser and/or its agents, employees or contractors in exercising its rights under clauses (i) or (ii) above. The indemnification and hold harmless provisions of this Section 7 shall survive the expiration or any termination of this Agreement, . All such investigations and inspections shall survive Closing. (d) Purchaser hereby acknowledges be done in such a way as to minimize disruption of tenants’ business operations and agrees interference with tenants generally. In the event that it has no rights of inspection or examination all aspects of the Property are not acceptable to Purchaser in its sole discretion, Purchaser shall give written notice thereof to Seller and Escrow Agent prior to the expiration of the Due Diligence Period, the Initial Deposit shall be returned to Purchaser and this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except as set forth herein, provided, however, that for the Purchaser’s indemnification obligations under the preceding paragraph. Failure of the Purchaser to give the Seller a letter objecting to any of the documentation described in no event subsection (a) of this Section 7 within the Due Diligence Period shall any discoveries or findings made during such inspections or examinations entitle constitute a waiver by Purchaser of its right to terminate this Agreement except as expressly set forth herein, it being the intent because of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) unacceptability of these items. Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, Closing and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (fb) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT5, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage sewage, and utility systems, facilities and appliances, (ii) the quality, nature, adequacy adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and Contracts, (xi) the economics of the operation of the PropertyProperty and (xii) the accuracy of any third party reports delivered to the Purchaser. (gc) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 5.1 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), and the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.). (hd) The provisions of this Section 7 shall survive the Closing.

Seller’s Deliveries. Within ten (a10) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data basedays after Effective Date, Seller will shall deliver or otherwise make available to Purchaser no later than five (5) days following the request by Purchaser)in Columbus, Ohio, the following documents items or true, complete and the documents listed on Exhibit A-1 correct copies thereof (collectively, the “Due Diligence DocumentsDelivery Items”), ) to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan Lender: a. Surveys and as-built plans and specifications for all portions of the Property which are currently in Seller’s possession; b. Copies of all leases and subleases of any or all portions of the Property, including any easements. In lieu of making copies of all leases/subleases, Seller may make said documents available to Purchaser for review at the self storage business office of the Seller; c. Current and the last twelve (12) months of (i) A current rent roll profit and loss statements (with supporting financial documentation) (ii) payroll information (iii) bank statements pertaining to the Real Property (the “Rent Roll”iv) setting forth in respect of each Tenant unit: the name rent rolls and (v) utility bills; d. Information pertaining to any pending or threatened litigation involving any portion of the Tenant occupying such unitProperty; e. All service and maintenance contracts, employment agreements, collective bargaining agreements, equipment leases, utility agreements, leasing agreements, management agreements (including any correspondence relating to any deficiencies manager has identified at the Property), parking agreements, ground leases (if any), relating to, or affecting any portion of, the security deposit or other deposit paid by Property; f. Real estate tax bills pertaining to the Tenant and held by Seller, the term of the Lease for such unit, the commencement date Property for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Lease.past twelve months (12); (ii) A statement of insurance coverage and premiums by policy type and g. All copies of insurance bills and policies pertaining to the Property for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller past twelve (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies to the extent coverage is provided by Seller’s blanket policies.12) months; (iii) A copy of all income and expense statements, year end financial and monthly operating statements for the Property (the “Operating Statements”) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (iv) A copy of “as built” plans and specifications of the Improvements (together with any other plans and specifications relating to the Real Property in the possession or control of Seller). (v) h. Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate pending agreements pertaining to the physical condition Property that will be binding on Buyer after closing; i. Schedule of unpaid brokerage commissions pertaining to the Property; j. Existing warranties pertaining to the Property; k. Copies of all proposals and letters of intent pertaining to leases out for signature pertaining to the Property; l. A current aged delinquency report pertaining to the Property; m. Copies of all environmental reports, studies, or operation of assessments pertaining to the Real Property Property, including but not limited to any Phase I or the Personal Property or recommended improvements thereto.Phase II environmental assessments, asbestos reports and soil, radon and geotechnical reports; (vi) n. A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy schedule of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (once delivered said schedule shall be attached hereto as Exhibit D); o. All other documents pertaining to the “Tax Bills”). (vii) A copy of all outstanding management, leasing, maintenance, repair, service, pest control and supply contracts (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement Property reasonably requested by Buyer to be performed at the Real Property, all contracts extent they are in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”).possession; (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements are not restricted by any applicable confidential agreement and to the extent such financial statements are in the possession or control of Seller). (ix) p. Copies of all certificate(s) of occupancyenvironmental reports, licenses, permits, authorizations and approvals in the possession studies or control of Seller which were obtained by Seller with respect assessments pertaining to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating to the Property. (xii) Any other documents and information in the possession or control of Seller reasonably requested by Purchaser and used or useful in connection with Seller’s ownership or operation of the Property. (b) Purchaser and its agents or representatives shall have no right to enter upon the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours and shall be for the sole purpose of examining or inspecting the Property, including for the purpose of allowing Assumed Loan Lender to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreement. (c) Notwithstanding any provision to the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 shall survive the expiration or termination of this Agreement, and shall survive Closing. (d) Purchaser hereby acknowledges and agrees that it has no rights of inspection or examination of the Property except as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited toto any Phase I or Phase II environmental assessments, the structural elementsasbestos reports and soil, foundation, roof, appurtenances, access, landscaping, parking facilities radon and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Propertygeotechnical reports. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.

Seller’s Deliveries. (a) Seller has delivered or made available on a secure data base (and if not previously delivered or made available in the data baseAt closing, Seller will shall execute and deliver to Purchaser no later than five (5) days following the request by Special Warranty Deed referred to in Paragraph 3 hereof and shall also execute, where necessary, and deliver to Purchaser), the following documents and the documents listed on Exhibit A-1 (the “Due Diligence Documents”), in a form reasonably acceptable to the extent in Seller’s possession or reasonable control, and Seller shall deliver any updates to the Due Diligence Documents, if any, as and when requested by Purchaser or Assumed Loan LenderPurchaser: (iA) A current rent roll pertaining Xxxx of Sale, with special warranty of title transferring the personal property (as shown in Schedule B) to the Real Property (the “Rent Roll”) setting forth in respect Purchaser free of each Tenant unit: the name of the Tenant occupying such unitall liens, the security deposit or other deposit paid by the Tenant charges and held by Seller, the term of the Lease for such unit, the commencement date for the term of the Lease for such space, the annual rent for each unit and the expiration date of the term of such Leaseencumbrances. (iiB) A statement of insurance coverage and premiums The Title Policy issued by policy type and copies of insurance policies the underwriter for the fire, extended coverage and public liability insurance maintained by or for the benefit of Seller (the “Existing Insurance Policies”), provided that Seller need not deliver such Policies Title Company pursuant to the extent coverage is provided by Seller’s blanket policiesTitle Commitment, subject only to the Permitted Exceptions, in the full amount of the Purchase Price, dated as of the date of Closing. (iiiC) A copy Originals or copies of all income signed leases and expense statements, year end financial and monthly operating statements for rental agreements in effect with tenants of the Property not for more than one (the “Operating Statements”1) for the three (3) most recent full calendar years prior to the Closing and, to the extent available, the current year, and copies of operating budgets for the current fiscal year. (ivD) All security and cleaning deposits made by such tenants. Seller will give the tenants the required notice of such transfer in compliance with the laws of TEXAS. (E) An affidavit of Seller in such form as will cause the Title Company to omit from the title insurance policy the exclusion relating to unrecorded mechanic's and materialmen's liens. (F) A copy of “rent roll certified by Seller to be true and correct as built” plans and specifications of the Improvements date of closing showing the name of, and the amount of monthly rental payable, by each tenant of the Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of tenant. (together with G) An affidavit of Seller that to its actual knowledge and belief as well as that of its agents and/or representatives there are, on the date of closing, no unsatisfied judgments, creditor's claims other than in the course of business, tax liens, or pending bankruptcies involving Seller. (H) Seller shall provide, a certificate from a licensed extermination contractor, who is regularly engaged in the business of pest control, that all buildings are free from any termite or other plans wood-boring insect infestation. Said certificate shall be dated within 90 days of closing, bearing the contractor's name, contractors license number, the signature of the party authorized to sign for the contractor and specifications the date of the inspection. Should damage exist, Seller may, but shall not be obligated to proceed to have any corrective work completed prior to closing. If Seller does not make the repairs prior to closing, Purchaser, at its option, may either proceed to settlement and have such sums required for repairs deducted from Seller's proceeds, or may in its sole discretion terminate this Agreement. Seller shall promptly return Purchaser's deposit upon such termination. (I) Assignments of all Seller's interest in the following in the form attached hereto as EXHIBIT D: (1) all assignable licenses and permits relating to the Real operation of the Property, (2) the leases and rental agreements with tenants of the Property, (3) the existing Property telephone number and (4) the business and trade name as set forth in the possession or control of Seller)Par. 1.1. (vJ) Copies of any inspection, soils, engineering, environmental or architectural notices, plans, diagrams, studies or reports in the possession or control of Seller which relate to the physical condition or operation of the Real Property or the Personal Property or recommended improvements thereto. (vi) A copy of the xxxx or bills issued for the most recent year for which bills have been issued for all real estate taxes (including assessed value) and personal property taxes, and a copy of any and all notices in the possession or control of Seller pertaining to real estate taxes or assessments applicable to the Real Property or the Personal Property (the “Tax Bills”). (vii) A copy Assignments without recourse of all outstanding management, leasing, maintenance, repair, service, pest control warranties and supply contracts guarantees (including, without limitation, janitorial, scavenger and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Real Property, all contracts in Seller’s possession or control for repair or capital replacement covering work performed at the Real Property during the three (3see Exhibit D) years immediately preceding the date hereof if the contract price was in excess of $10,000, and any other contracts relating to or affecting the Property (other than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing, all as amended (collectively, the “Contracts”). (viii) A copy of all Leases and any other agreements which are in effect thereto with the Tenants of the Real Property, all as amended, together with any financial statements of such Tenants (to the extent such disclosure or financial statements the same are not restricted by any applicable confidential agreement assignable and to the extent such financial statements are still in the possession or control effect and provide Purchaser with copies of Seller)all such warranties and guarantees without limitation for all appliances, dishwashers, disposals, refrigerators, heating and air conditioning units, washers and dryers. (ixK) Copies Consent of all certificate(s) of occupancy, licenses, permits, authorizations and approvals in the possession or control of Seller which were obtained by Seller with respect Seller's partners to the Property, or any portion thereof, occupancy thereof or any present use thereof, including, without limitation, such permits as are necessary for the present operation sale of the Property with full use of all Improvements located thereon (the “Governmental Approvals”). (x) A copy of all guarantees and warranties relating any other approvals required under Seller's organizational documents, which may affect Seller's ability to the Property in the possession or control of Seller and a copy of all of the Assumed Loan Documents. (xi) Copies of pending insurance claims or litigation documents relating convey title to the Property. (xiiL) Any other Provide documents for the transfer of the telephone, electric, water and information in sewer, and gas utilities, as may be required by the possession or control utility, for execution at closing. (M) Satisfactory evidence of the power and authority of Seller reasonably requested by Purchaser to enter into and used consummate this Agreement. (N) Affidavit that Seller has received no notice from any governmental agency or useful in connection with Seller’s ownership or operation any other official body inspecting the Property of the presence of asbestos and/or any other hazardous material at the Property. (bO) Purchaser Seller shall provide a satisfactory and its agents or representatives shall have no right to enter upon valid written termination of the Property except with Seller’s prior approval, which shall not be unreasonably withheld. Any such entry shall be upon not less than forty-eight (48) hours’ prior notice (except as otherwise set forth herein), shall be during normal business hours management agreement executed by the existing management and shall be rental agent for the sole purpose of examining or inspecting the Property, including for without cost to the purpose Purchaser. (P) A notice letter to all the residents of allowing Assumed Loan Lender the apartment complex as to examine or inspect the Property, and such rights shall include the right to conduct a Phase I Environmental Site Assessment (a “Phase I”); provided that (i) no such entry upon the Property shall interfere with the operations change of Seller’s business on the Property or the rights of tenants, and (ii) Purchaser maintains (and upon Seller’s request shall furnish to Seller a certificate of insurance evidencing the same) insurance insuring Seller against loss by reasons of matters set forth ownership in the following sentence. Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller harmless against all liabilities, obligations, claims form prepared by the Purchaser. (including mechanic’s lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expensesQ) imposed upon, incurred by All such other documents as are normally transferred at settlement in the jurisdiction in which the property is located or asserted against Seller involving either bodily injury or property damage in connection with or arising out of the entry are reasonably requested by Purchaser or its agents or representatives upon the Property, either prior to or after execution and delivery of this Agreement and caused by Purchaser’s employees, agents or independent contractors and the actions of such persons on the Property. In the event any portion of the Property is or has been damaged or excavated by Purchaser, its employees, agents or independent contractors, Purchaser agrees to return the Property to its condition immediately prior to such damage or excavation. Any inspection of units shall be made during ordinary business hours upon forty-eight (48) hours’ prior written notice to Seller, subject to rights under the Leases. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no right to conduct a Phase II Environmental Site Assessment (a “Phase II”) unless (i) the results of Purchaser’s or its lender’s Phase I recommends such Phase II, and (ii) Seller consents to such Phase II, which consent shall not be unreasonably withheld. In the event that Seller fails to grant its consent to such Phase II, or in the event that the lender of the Assumed Loan (the “Assumed Loan Lender”) is not satisfied with the results of such lender’s inspections, examinations and investigations of the Property within the Lender’s Approval Period (as defined in Section 8(a)(i) below), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Xxxxxxx Money Note shall be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive a termination of this Agreementcounsel. (cR) Notwithstanding any provision to A representation letter as normally required by auditors for a public company in the contrary herein, including, without limitation, any provision stating that this Agreement shall become null and void following a return or application of the Xxxxxxx Money Note or any portion thereof, Purchaser’s obligations under this Section 7 form attached hereto as EXHIBIT E. This clause shall survive the expiration or termination of this Agreement, and shall survive Closingclosing for one year. (dS) Purchaser hereby acknowledges Closing Memorandum and agrees that it has no rights of inspection or examination of Indemnification Agreement in substantially the Property except form attached hereto as set forth herein, provided, however, that in no event shall any discoveries or findings made during such inspections or examinations entitle Purchaser to terminate this Agreement except as expressly set forth herein, it being the intent of the parties hereto that, except as expressly set forth herein, Purchaser has no due diligence period under this Agreement. (e) Purchaser shall give Seller written notice of those Contracts Purchaser desires Seller to terminate not less than forty-five (45) days prior to Closing, and Seller shall arrange to terminate those Contracts designated by Purchaser as of the Closing. (f) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances, (ii) the quality, nature, adequacy and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the operation of the Property. (g) Without limiting the above, except with respect to a breach by Seller of any of the representations and warranties contained in Section 5 hereof or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Environmental Laws. (h) The provisions of this Section 7 shall survive the Closing.EXHIBIT F.