Common use of Seller’s Representations, Warranties and Covenants Clause in Contracts

Seller’s Representations, Warranties and Covenants. Seller’s representations, warranties and covenants contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Notice.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller represents, warranties warrants and covenants contained to Buyer that, throughout the Delivery Period: Seller owns or has the exclusive right to the Product to be sold under this Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right; No portion of the Contract Quantity has been committed by Seller to any third party in this Agreement order to satisfy Compliance Obligations or analogous obligations in any certificate CAISO or document delivered in connection with this Agreement non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and either Seller or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except a Unit’s owner or operator; Each Unit is connected to the extent that Buyer has discoveredCAISO Controlled Grid, or is within the CAISO Control Area, and is under the control of CAISO; Seller has provided Buyer shall, and each Unit’s SC, owner and operator is obligated to, comply with written notice (Applicable Laws, including the “Supplemental Notice”) prior Tariff, relating to Closing the Product; If Seller is the owner of any Unit, the aggregation of all amounts of Capacity Attributes that Seller has just become awaresold, assigned or transferred for any Unit does not exceed the Unit NQC for that a representation is untrue or inaccurateUnit; Seller has notified the SC of each Unit that Seller has transferred the Unit Contract Quantity to Buyer, and Buyer nevertheless elects not that the SC is obligated to terminate this Agreement deliver the Supply Plans in accordance with the Tariff fully reflecting such transfer; Seller has notified the SC of each Unit that Seller is obligated to cause each Unit’s SC to provide to Buyer, at least fifteen (15) Business Days before the expiration relevant deadline for each Compliance Showing, the Unit Contract Quantity of the Due Diligence Period, or, if the Supplemental Notice each Unit that is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed submitted in the Supplemental Notice. Upon receipt of a Supplemental Notice from Supply Plan associated with this Confirmation for the applicable period; Seller after has notified each Unit’s SC that Buyer is entitled to the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as revenues set forth in this Agreement. If Section 4.3, and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues; In the event Seller provides Buyer with has rights to the energy output of any Unit, and Seller or the Unit’s SC schedules energy from the Unit for export from the CAISO Control Area, or commits energy to another entity in a Supplemental Notice within ten (10) business days manner that could result in scheduling energy from the Unit for export from the CAISO Control Area, it shall do so only as allowed by, and in accordance with, Applicable Laws and such exports may, if allowed by the Tariff, be curtailed by the CAISO, and; The owner or operator of Closingeach Unit is obligated to maintain and operate each Unit using Good Utility Practice and, then Buyer shall have if applicable, General Order 167 as outlined by the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed CPUC in the Supplemental NoticeEnforcement of Maintenance and Operation Standards for Electric Generating Facilities Adopted May 6, 2004, and is obligated to abide by all Applicable Laws in operating such Unit; provided, that the owner or operator of any Unit is not required to undertake capital improvements, facility enhancements, or the construction of new facilities.

Seller’s Representations, Warranties and Covenants. Seller’s representations7.1 Seller warrants and represents to Buyer that as of the date of this Agreement: 7.1.1 Seller has full power, warranties authority and covenants contained in legal right to execute this Agreement or in any certificate or document delivered in connection with and to carry out all of Seller's obligations under this Agreement, and this Agreement constitutes the valid and binding obligations of Seller in accordance with its terms, subject to its conditions; and 7.1.2 To Seller's actual knowledge, there are no condemnation or eminent domain proceedings pending or threatened against the transactions contemplated herein, Real Property or any part thereof. The execution and delivery by Seller of the Deed pursuant to this Agreement shall be constitute confirmation and reaffirmation by Seller that the foregoing are true at the date hereof and correct on and as of the date of the Closing Date as though made on and at such representationstime. Any representation or warranty, warranties with respect to the existence or absence of facts, qualified by the phrase "to Seller's actual knowledge" is intended to indicate that no information has come to Seller's attention which would give it actual knowledge of the existence or absence of such facts. Except as otherwise expressly stated herein, Seller has not undertaken any independent investigation to determine the existence or absence of such facts. 7.2 Buyer acknowledges that Xxxxx has had the full and covenants were unrestricted opportunity to independently and personally inspect the Real Property, and that Xxxxx has entered into this Agreement based upon its ability to make such examination and inspection and the results thereof. The Real Property is to be sold to and accepted by Buyer at Closing in its then again madecondition, "AS IS", WITH ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED", except to for the extent that Buyer has discoveredexpress representations and warranties of Seller contained in this Article. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO BUYER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE REAL PROPERTY, OR ITS SUITABILITY FOR ANY PARTICULAR PURPOSE. BUYER HAS RELIED ON ITS INVESTIGATIONS OF THE REAL PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS ARTICLE ARE A MATERIAL PART OF THE CONSIDERATION FOR SELLER’S ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE CLOSING. 7.3 At or before Closing, Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed shall perform and otherwise comply with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as all matters set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days the "Requirements" section of Closing, then Buyer shall have the right, at its option and upon written notice Commitment which are applicable to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticeeach.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller represents, warranties warrants and covenants contained to Buyer that, throughout the Delivery Period: Seller owns or has the exclusive right to the Product to be sold under this Confirmation from each Import Resource, and shall furnish Buyer, CAISO, CPUC or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right; No portion of the Contract Quantity has been committed by Seller to any third party in this Agreement order to satisfy Compliance Obligations or analogous obligations in any certificate CAISO or document delivered in connection with this Agreement non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and either Seller or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except an Import Resource’s owner or operator; Each Import Resource is able to deliver Product to a valid Scheduling Point connected to the extent that Buyer has discoveredCAISO Controlled Grid; Seller shall, or and each Import Resource’s SC, owner and operator is obligated to, comply with Applicable Laws, including the Tariff, relating to the Product; If Seller has provided Buyer with written notice (is the “Supplemental Notice”) prior to Closing owner of any Import Resource, the aggregation of all amounts of Capacity Attributes that Seller has just become awaresold, assigned or transferred for any Import Resource does not exceed the Import Resource’s corresponding Branch Group’s Maximum Import Capability; Seller has notified the SC of each Import Resource that a representation is untrue or inaccurateSeller has transferred the Import Contract Quantity to Buyer, and Buyer nevertheless elects not that the SC is obligated to terminate this Agreement deliver the Supply Plans in accordance with the Tariff fully reflecting such transfer; Seller has notified the SC of each Import Resource that Seller is obligated to cause each Import Resource’s SC to provide to Buyer, at least fifteen (15) Business Days before the expiration relevant deadline for each Compliance Showing, the Import Contract Quantity of the Due Diligence Period, or, if the Supplemental Notice each Import Resource that is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed submitted in the Supplemental Notice. Upon receipt of a Supplemental Notice from Supply Plan associated with this Confirmation for the applicable period; Seller after has notified each Import Resource’s SC that Buyer is entitled to the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as revenues set forth in this Agreement. If Seller provides Buyer Section 4.2, and such SC is obligated to promptly deliver those revenues to Buyer, along with a Supplemental Notice within ten (10) business days appropriate documentation supporting the amount of Closingthose revenues; The owner or operator of each Import Resource is obligated to maintain and operate each Import Resource using Good Utility Practice and, then Buyer shall have if applicable, General Order 167 as outlined by the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed CPUC in the Supplemental NoticeEnforcement of Maintenance and Operation Standards for Electric Generating Facilities Adopted May 6, 2004, and is obligated to abide by all Applicable Laws in operating such Import Resource; provided, that the owner or operator of any Import Resource is not required to undertake capital improvements, facility enhancements, or the construction of new facilities.

Seller’s Representations, Warranties and Covenants. Seller’s representations1. As of the date hereof, warranties Seller is not aware of any material nonpublic information concerning the Issuer or its securities. Seller is entering into this Sales Plan in good faith and covenants contained not as part of a plan or scheme to evade compliance with the federal securities laws. 2. The securities to be sold under this Sales Plan are owned free and clear by Seller (subject, in the case of shares underlying Options, only to the compliance by Seller with the exercise provisions of such Options) and are not subject to any agreement granting any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or any other limitation on disposition, other than those which may have been entered into between Seller and Xxxxxx Xxxxxxx or imposed by Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). 3. While this Agreement Sales Plan is in effect, Seller agrees not to enter into or in alter any certificate corresponding or document delivered in connection hedging transaction or position with respect to the securities covered by this Agreement Sales Plan (including, without limitation, with respect to any securities convertible or exchangeable into the Stock) and agrees not to alter or deviate from the terms of this Sales Plan. 4. Seller agrees that Seller shall not, directly or indirectly, communicate any information relating to the Stock or the transactions contemplated hereinIssuer to any employee of Xxxxxx Xxxxxxx or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while this Sales Plan is in effect. Any notice given to Xxxxxx Xxxxxxx pursuant to this Sales Plan shall be true at given in accordance with paragraph G.5. (a) Seller agrees to provide Xxxxxx Xxxxxxx with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit A hereto prior to commencement of the Plan Sales Period (as defined below). (b) Seller agrees to notify Xxxxxx Xxxxxxx by telephone at the number set forth in paragraph G.5 below as soon as practicable if Seller becomes aware of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A hereto. Such notice shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Seller and shall not in any way communicate any material nonpublic information about the Issuer or its securities to Xxxxxx Xxxxxxx. Such notice shall be in addition to the notice required to be given to Xxxxxx Xxxxxxx by the Issuer pursuant to the certificate set forth as Exhibit A hereto. 6. Seller agrees to complete, execute and deliver to Xxxxxx Xxxxxxx a seller representation letter dated as of the Closing Date date hereof substantially in the form of Exhibit B hereto prior to the commencement of the Plan Sales Period. 7. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any of Seller’s affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller’s affiliates. 8. Seller has consulted with Seller’s own advisors as though such representationsto the legal, warranties tax, business, financial and covenants were then again maderelated aspects of, except and has not relied upon Xxxxxx Xxxxxxx or any person affiliated with Xxxxxx Xxxxxxx in connection with, Seller’s adoption and implementation of this Sales Plan. Seller acknowledges that Xxxxxx Xxxxxxx is not acting as a fiduciary or an advisor for Seller. 9. Seller agrees that until this Sales Plan has been terminated Seller shall not (i) enter into a binding contract with respect to the purchase or sale of Stock with another broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to purchase or sell Stock or (iii) adopt a plan for trading with respect to Stock other than this Sales Plan. (a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent that Buyer has discovered, or any such filings are applicable to Seller. (b) Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing agrees that Seller has just become awareshall at all times during the Plan Sales Period (as defined below), that a representation is untrue or inaccuratein connection with the performance of this Sales Plan, and Buyer nevertheless elects not to terminate this Agreement at the expiration comply with all applicable laws, including, without limitation, Section 16 of the Due Diligence Period, or, if Exchange Act and the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to rules and regulations promulgated thereunder. (a) terminate Seller represents and warrants that the Stock to be sold pursuant to this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or Sales Plan is currently eligible for sale under Rule 144. (b) elect Seller agrees not to proceed take, and agrees to cause any person or entity with closing which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the transaction sales hereunder not to meet all applicable requirements of Rule 144. (c) Seller agrees to complete, execute and deliver to Xxxxxx Xxxxxxx Forms 144 for the sales to be effected under this Sales Plan at such times and in such numbers as Xxxxxx Xxxxxxx shall request, and Xxxxxx Xxxxxxx agrees to file such Forms 144 on behalf of Seller as required by applicable law. Seller understands and agrees that Xxxxxx Xxxxxxx shall make one Form 144 filing at the beginning of each three-month period commencing upon the first Sale Day under this Sales Plan. (d) Seller hereby grants Xxxxxx Xxxxxxx a power of attorney to complete and/or file on behalf of Seller any required Forms 144. Notwithstanding such power of attorney, Seller acknowledges that Xxxxxx Xxxxxxx shall have no obligation to complete or file Forms 144 on behalf of Seller except as set forth in subparagraph (c). (e) Xxxxxx Xxxxxxx agrees to conduct all sales pursuant to this AgreementSales Plan in accordance with the manner of sale requirement of Rule 144 of the Securities Act and in no event shall Xxxxxx Xxxxxxx effect any sale if such sale would exceed the then-applicable amount limitation under Rule 144, assuming Xxxxxx Xxxxxxx’x sales pursuant to this Sales Plan are the only sales subject to that limitation. 12. If Seller provides Buyer with a Supplemental Notice within ten (10) business days acknowledges and agrees that Seller does not have, and shall not attempt to exercise, any influence over how, when or whether to effect sales of Closing, then Buyer shall have the right, at its option and upon written notice Stock pursuant to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticethis Sales Plan.

Seller’s Representations, Warranties and Covenants. Seller’s representations(a) Seller represents and warrants to, warranties and covenants contained in with, Purchaser that: (i) Seller has full right, power and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. (ii) All bills and other payments due with respect to the ownership, operation and maintenance of the Property for the period of Seller's ownership of the Property shall be paid by Seller in the ordinary course of business. (iii) From the Effective Date until the Closing Date, Seller shall: (A) maintain and operate the Property in substantially the same manner as Seller has heretofore done; (B) continue all Leases and Contracts in full force and effect; and prior to the end of the Approval Period, neither cancel, amend or renew any of the same nor enter into a new Lease or Contract other than in the ordinary course of Seller's business, or from and after the end of the Approval Period, neither cancel, amend or renew any Lease or Contract nor enter into any new Lease or Contract without Purchaser's prior written approval, which approval will not be unreasonably withheld, conditioned or delayed; (C) not commit or permit to be committed any physical waste to the Property; and (D) not remove any item of the Tangible Personal Property from the Land or Improvements unless it is replaced with an item of at least equal value that is properly suited for its intended purpose. (iv) With respect to each Tenant, except as reflected in the Rent Roll or in the Lease: (A) to Seller's Knowledge, such Tenant's Lease is in full force and effect and no uncured breach or default exists on the part of the landlord or Tenant thereunder; (B) Seller has received no written notice that such Tenant is asserting any certificate claim of offset or document delivered other defense in connection with this Agreement respect of its or the transactions contemplated herein, shall be true at landlord's obligations under its Lease; and (C) Seller is the date hereof and as owner of the Closing Date as though entire lessor's interest in such representationsTenant's Lease and neither the landlord's interest in and to the Leases nor the rents payable thereunder have been assigned, warranties and covenants were then again madepledged or encumbered in any manner by Seller, except to Seller's mortgage lender which assignments and encumbrances will be released at or prior to Closing. (v) Except as disclosed on Exhibit G, none of the extent that Buyer Tangible Personal Property is held by Seller under a lease or installment sale contract, and Seller owns title to the Tangible Personal Property reflected on the inventory to be delivered to Purchaser herein, free and clear of any liens or claims, except liens to be released at Closing. (vi) To Seller's Knowledge, except as disclosed on Exhibit H, Seller has discoveredreceived no written notice of any action, suit, proceeding or claim presently pending in any court or before any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality or before any arbitration, tribunal or panel, affecting (A) the Property, or Seller has provided Buyer with written notice any portion thereof, (the “Supplemental Notice”B) prior to Closing that Seller has just become awareSeller's title, that a representation is untrue use, operation or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration ownership of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental NoticeProperty, or (bC) elect Seller's ability to proceed with closing the transaction as set forth in perform its obligations under this Agreement. If , nor, to Seller's Knowledge is any such action, suit, proceeding or claim threatened. (vii) To Seller's Knowledge, there is no attachment, execution, general assignment for the benefit of creditors, or voluntary or involuntary bankruptcy proceedings, or proceedings under any debtor relief laws, contemplated by or pending or threatened against Seller provides Buyer with a Supplemental Notice within ten or the Property. (10viii) business days of ClosingTo Seller's Knowledge, then Buyer shall have the right, at its option and upon Seller has received no written notice to of any condemnation, eminent domain or similar proceedings being instituted or threatened against the Property by any governmental authority having jurisdiction over the Property. (ix) To Seller's Knowledge, to extend except as disclosed on Exhibit I, Seller has received no written notice from any governmental authority having jurisdiction over the Closing Date for up to ten Property that the Improvements and the current operation thereof violate any law, regulation, ordinance, rule, order or other requirement of any governmental authority having jurisdiction over the Property. (10x) business days in order to analyze and review To Seller's Knowledge, Seller has received no written notice from any governmental authority having jurisdiction over the issues disclosed in Property of any proposed new assessment against the Supplemental NoticeProperty.

Seller’s Representations, Warranties and Covenants. Seller’s Notwithstanding anything to the contrary herein, prior to the Closing, Buyer will not have any recourse to Seller in the event any of the representations and warranties made herein or deemed made are untrue as at any time of expression thereof, except in the case of fraud and except that Buyer may terminate this Agreement in accordance with Section 16 hereof and, if applicable, shall have the right to receive payment of the Break-Up Fee, the Deposit and/or Expense Reimbursement as provided in, and subject to the terms and conditions set forth in, this Agreement; provided, however, that Buyer's obligation to purchase the Closing Shares at Closing is expressly conditioned (unless waived by Buyer in writing) upon satisfaction of each of the conditions set forth in Sections 4. The only remedy for a breach of such representations and warranties shall be Buyer's option not to close and Buyer's right to terminate this Agreement in accordance with and subject to the limitations set forth in Sections 4 and 16. Without limiting the foregoing, following the Closing, Buyer shall have no remedy whatsoever for any breach of any representation or warranty made by Seller herein, except in the case of fraud. All representations, warranties and (except as set forth in the following sentence) covenants contained set forth in this Agreement or in any certificate certificate, document or document other instrument delivered in connection with herewith shall terminate at the earlier of (i) the Closing and (ii) termination of this Agreement in accordance with Section 16, provided, however, that those covenants that contemplate actions to be taken or restrict actions from being taken after the transactions contemplated hereinClosing or termination of this Agreement, as the case may be, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer survive in accordance with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticetheir terms.

Seller’s Representations, Warranties and Covenants. Seller and each Selling Entity hereby represent, warrant and covenant to Broker as follows: 1.1. As of the date hereof, (i) Seller and each Selling Entity is not aware of any material nonpublic information concerning the Issuer or its securities and (ii) each of Seller and each Selling Entity is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act (“Rule 10b-5”). Seller and each Selling Entity agree to act in good faith with respect to this Sales Plan at all times while this Sales Plan is in effect. 1.2. The securities to be sold under this Sales Plan are owned free and clear by the applicable Selling Entity and are not subject to any agreement granting any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or any other limitation on disposition, other than those which may have been entered into between Seller or such Selling Entity and Broker or imposed by Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). 1.3. While this Sales Plan is in effect, Seller and each Selling Entity agree not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Sales Plan (including, without limitation, with respect to any securities convertible or exchangeable into the Stock) and agrees not to alter or deviate from the terms of this Sales Plan. 1.4. Seller and each Selling Entity agree that Seller and such Selling Entity shall not, directly or indirectly, communicate any material nonpublic information relating to the Stock or the Issuer to any employee of Broker or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while this Sales Plan is in effect. Any notice given to Broker pursuant to this Sales Plan shall be given in accordance with Section 5.4. (a) Seller and each Selling Entity agree to provide Broker with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit B hereto prior to commencement of the Plan Sales Period (as defined below). (b) Seller and each Selling Entity agree to notify Broker's compliance office at the email address set forth in Section 5.4 below as soon as practicable if Seller or any Selling Entity becomes aware of the occurrence of any legal, contractual or regulatory restriction that is applicable to Seller or any Selling Entity or any of their respective affiliates, including, without limitation, any restriction related to a merger or acquisition or a stock offering requiring an affiliate lock-up, and that would prohibit any sale pursuant to the Sales Plan (other than any such restriction relating to Seller’s representations, warranties or any Selling Entity's possession or alleged possession of material nonpublic information about the Issuer or its securities). Such notice shall indicate the anticipated duration of the restriction but shall not include any other information about the nature of the restriction or its applicability to Seller or such Selling Entity and covenants contained in this Agreement or shall not in any certificate way communicate any material nonpublic information about the Issuer or document delivered its securities to Broker. (c) Seller and each Selling Entity agree to notify Xxxxxx's compliance office at the email address set forth in Section 5.4 below as soon as practicable if Seller or such Selling Entity becomes aware of any change in the Issuer’s xxxxxxx xxxxxxx policies or practices. 1.6. Seller and each Selling Entity agree to complete, execute and deliver to Broker (a) a seller representation letter regarding Rule 144 dated as of the date hereof substantially in the form of Exhibit C hereto prior to the commencement of the Plan Sales Period. 1.7. There are no legal, contractual or regulatory restrictions applicable to Seller or any Selling Entity or any of their respective affiliates as of the date hereof that would prohibit Seller or any Selling Entity from entering into this Sales Plan or prohibit any sales pursuant to this Sales Plan. The execution and delivery of this Sales Plan by Seller and the Selling Entities and the transactions contemplated by this Sales Plan have been duly authorized by Seller and such Selling Entity and will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any Selling Entity or any of their respective affiliates, including any xxxxxxx xxxxxxx policies or procedures of the Issuer, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or any Selling Entity or any of their respective affiliates. 1.8. Seller and each Selling Entity have consulted with their own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Broker or any person affiliated with Broker in connection with Seller’s and such Selling Entity’s adoption and implementation of this Agreement Sales Plan. Seller and each Selling Entity acknowledge that some states may have their own laws that relate to xxxxxxx xxxxxxx, and that Xxxxxx has made no representation and has no obligation with respect to whether this Sales Plan or the transactions contemplated herein, shall be true at hereby conform to the laws of any particular state or qualify for the affirmative defense provided by Rule 10b5-1. Seller and each Selling Entity acknowledge that Xxxxxx is not acting as a fiduciary of or an advisor to Seller or any Selling Entity. (a) As of the date hereof and as hereof, none of Seller or any Selling Entity has other outstanding contract, instruction or plan that is intended to qualify for the affirmative defense under Rule 10b5-1(c)(1) for purchases or sales of the Closing Date Issuer’s securities, including the Stock, on the open market (a “Rule 10b5-1 Plan”), other than (i) a Rule 10b5-1 Plan under which all trades will be completed or expire without execution (an “Overlapping Plan”) prior to the first day of the Plan Sales Period (as though defined below) under this Sales Plan or (ii) a Rule 10b5-1 Plan providing for an eligible sell-to- cover transaction as defined in Rule 10b5-1(c)(1)(ii)(D)(3) (a “Permitted Plan”). Seller and each Selling Entity agree to notify Broker if any Overlapping Plan is cancelled prior to the date on which all trades under such representationsOverlapping Plan were to be completed or expired. (b) Seller and each Selling Entity agree, warranties until this Sales Plan has been terminated, that Seller and covenants were then again madesuch Selling Entity shall not (i) enter into a binding contract with respect to the purchase or sale of Stock with another broker, except dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to purchase or sell Stock, or (iii) adopt a Rule 10b5-1 Plan other than this Sales Plan, provided that Seller may adopt a Permitted Plan or an additional Rule 10b5-1 Plan with Broker under which trades will not commence until all trades under this Sales Plan are completed or expired. (c) If this Sales Plan is a single trade arrangement as defined in Rule 10b5- 1(c)(1)(ii)(E) (“Single Trade Plan”), each of Seller and the Selling Entities has not entered into any other Single Trade Plan during the prior 12-month period, and Seller and each Selling Entity agree not to enter into any other Single Trade Plan during the 12-month period following the date hereof. This restriction will survive termination of this Sales Plan. (a) Seller and each Selling Entity agree to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller. (b) Seller and each Selling Entity agree that Seller shall at all times during the Plan Sales Period (as defined below), in connection with the performance of this Sales Plan, comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (a) Seller and each Selling Entity represent and warrant that the Stock to be sold pursuant to this Sales Plan is currently eligible for sale under Rule 144. (b) Seller and each Selling Entity agree not to take and agrees to cause any person or entity with which Seller or any Selling Entity would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144. (c) Seller and each Selling Entity agree to comply with Rule 144, including without limitation to the extent that Buyer has discoveredRule 144 may require Seller or any Selling Entity to file, amend and/or supplement one or more Forms 144 with the Securities and Exchange Commission from time to time during the Plan Sales Period. 1.12. Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing and each Selling Entity acknowledge and agree that Seller has just become aware, that a representation is untrue or inaccurateand such Selling Entity do not have, and Buyer nevertheless elects shall not attempt to terminate exercise, any influence over how, when or whether to effect sales of Stock pursuant to this Agreement at Sales Plan. 1.13. To Seller’s and each Selling Entity's knowledge, the expiration Issuer’s equity securities are not currently subject to a pension fund blackout period, and Seller and each Selling Entity are not presently aware of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite actual or approximate beginning or ending dates of any pension fund blackout period regarding such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticesecurities.

Seller’s Representations, Warranties and Covenants. Seller’s To induce Purchaser to enter into this Agreement and to purchase the Properties, subject to the matters disclosed in Schedule 4.1 through Schedule 4.27 (collectively, the “Sellers’ Disclosure Schedules”), each Seller hereby makes the representations, warranties and covenants set forth in this Appendix 4, solely with respect to the Assets owned by it, each of which are true and complete, and will be true and complete as of the Inspection Period End Date and each Closing, and upon each of which the Sellers acknowledge and agree that Purchaser is entitled to rely and has relied upon. The Sellers’ Disclosure Schedules set forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in the Sellers’ Disclosure Schedules relates; provided, however, that any information set forth in one section of the Sellers’ Disclosure Schedules will be deemed to apply to each other Section or subsection of this Agreement to which its relevance is reasonably apparent on the face of such disclosure; provided, further, that, notwithstanding anything in this Agreement to the contrary, (a) reference to any dollar amounts in any representation or warranty will not be deemed to indicate that such amount is material with respect to or otherwise under any provision under this Agreement, and (b) the inclusion of an item in the Sellers’ Disclosure Schedules as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance. Prior to the Inspection Period End Date, upon notice to Purchaser, the Sellers may update the Sellers’ Disclosure Schedules at any time subject to the provisions of Section 2.1(d). After the Inspection Period End Date, upon notice to Purchaser, Sellers’ may update the Sellers’ Disclosure Schedules but only so long as the item disclosed was first discovered after the Inspection Period End Date. To the extent that prior to Closing Purchaser has Knowledge that any of the representations or warranties contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true at the date hereof Appendix 4 have been breached and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer Purchaser elects to proceed with closing the transaction despite such inaccuracyClosing, whereupon Buyer Purchaser will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticebreach.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller hereby represents, warranties warrants and covenants contained in this Agreement the following, as of the date hereof: (a) Seller represents and warrants that, except as indicated on Exhibit J hereto, it has kept, observed and performed all of the material obligations to be performed on a timely basis by Seller as landlord under the Tenant Leases, as ground lessee under the Ground Leases and, except as otherwise set forth herein, under the Gilroy Ground Lease, as borrower under the Assumed Debt Documents and as owner under the Assumed Contracts. All individual repair or in any certificate or document delivered maintenance work orders for individual tenants required under written agreements made by Seller with the tenants (other than their respective Leases) and all tenant improvement costs in connection with this Agreement or the transactions contemplated hereinLeases, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that which Buyer has discovered, or Seller has provided Buyer with written notice agreed to assume are set forth in Exhibit F attached hereto (the “Supplemental Notice”"Assumed Tenant Improvement Costs") prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at shall receive a credit against the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite Purchase Price for such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or amounts. (b) elect Seller represents and warrants that it has not entered into any written or oral service, management, maintenance or real estate commission contract or any other agreement affecting the Property that has not been fully performed and paid by Seller except as indicated on Exhibit K, or terminated by Seller (without cost to proceed Buyer) on or before the Closing Date, other than Contracts Being Assumed. (c) Seller covenants that for a period of two (2) years after the Closing Date, on Buyer's request and with closing reasonable notice, Seller shall make all of its records relating to the transaction as set forth in this Agreement. If Seller provides Property available to Buyer with a Supplemental Notice within ten (10) business days of Closingfor inspection, then copying and audit by Buyer's outside accountants, provided that Buyer shall have the reimburse Seller for its reasonable out of pocket expenses in connection therewith. (d) Seller represents and warrants that it has not sold, assigned or conveyed any right, title or interest whatsoever in or to the Property (other than the Tenant Leases, Ground Leases and the Assumed Contracts), and no liens, security interests, easements, encumbrances, charges (other than charges to be adjusted or paid at its option Closing) or title conditions affecting the Property, other than the Permitted Exceptions and upon written notice other than those liens and encumbrances relating to Sellerthe Assumed Debt, exist with respect thereto. (e) Seller represents and warrants that it has not entered into, terminated, altered, amended or otherwise modified, supplemented or granted consent under any of the Ground Leases, except as otherwise disclosed to extend Buyer in writing. (f) Seller represents and warrants that it has not entered into, altered, amended or otherwise modified, supplemented or granted consent under any of the Closing Date for up Assumed Debt Documents, except as otherwise disclosed to ten (10) business days Buyer in order to analyze and review the issues disclosed in the Supplemental Noticewriting.

Seller’s Representations, Warranties and Covenants. 16.1. Any reference herein to Seller’s representations's knowledge, representation, warranty or notice of any matter or thing shall only mean such knowledge or notice that has actually been received by Michael Becker (Managing Directox xx Xxxxx Xxxagement for The Balcor Company) (hereinafter "Seller's Representative"), and any representation or warranty of the Seller is based upon those matters of which the Seller's Representative has actual knowledge. Any knowledge or notice given, had or received by any of Seller's agents, servants or employees shall not be imputed to Seller, the general partner or limited partners of Seller, the subpartners of the general partner or limited partners of Seller or Seller's Representative. 16.2. Subject to the limitations set forth in Paragraph 16.1, Seller hereby makes the following representations and warranties, which representations and warranties are made to Seller's knowledge and covenants contained in which shall not survive Closing: (i) Seller has no knowledge of any pending or threatened litigation, claim, cause of action or administrative proceeding concerning the Property other than as disclosed on Exhibit K hereto (the "Disclosed Litigation"); (ii) Seller has the power to execute this Agreement or in any certificate or document delivered in connection with this Agreement or and consummate the transactions contemplated herein, shall be true at ; and (iii) the date hereof rent rolls which Seller has submitted to the Purchaser and updated as of the Closing Date are accurate. 16.3. Seller covenants that as though such representationsof the Closing Date, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement all apartments at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to Property which have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to been vacant for more than fourteen (a) terminate this Agreement upon written notice to Seller within five (514) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend immediately preceding the Closing Date ("14-Day Apartments") shall be cleaned and painted after the date such apartment has been vacated. Purchaser shall receive as its sole and exclusive remedy under this Paragraph 16.3, a credit against the Purchase Price of One hundred Fifty and No/100 Dollars ($150.00) for up to ten (10) business days in order to analyze each 14-day Apartment which has not been painted and review the issues disclosed in the Supplemental Noticecleaned since such apartment has been vacated.

Seller’s Representations, Warranties and Covenants. Seller’s representations, warranties and covenants contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate Seller represents and warrants to, and covenants with, Purchaser that: (i) Seller has full right, power and authority to execute and deliver this Agreement upon written and to consummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. (ii) All bills and other payments due with respect to the ownership, operation and maintenance of the Property for the period of Seller's ownership of the Property shall be paid by Seller in the ordinary course of business. (iii) From the Effective Date until the Closing Date, Seller shall: (A) maintain and operate the Property in substantially the same manner as Seller has heretofore done; (B) continue all Leases and Contracts in full force and effect; neither cancel, amend or renew any of the same nor enter into a new Lease or Contract other than Contracts entered into in the ordinary course of Seller's business and with notice to Seller Purchaser within five (5) business days after receipt following execution of such Contract; (C) not commit or permit to be committed any physical waste to the Property; and (D) not remove any item of the Supplemental NoticeTangible Personal Property from the Land or Improvements unless it is replaced with an item of at least equal value that is properly suited for its intended purpose. (iv) With respect to each Tenant, except as reflected in the Rent Roll or in the Lease: (A) to Seller's Knowledge, such Tenant's Lease is in full force and effect and no uncured breach or default exists on the part of the landlord or Tenant thereunder; (B) Seller has received no written notice that such Tenant is asserting any claim of offset or other defense in respect of its or the landlord's obligations under its Lease; and (C) Seller is the owner of the entire lessor's interest in such Tenant's Lease and neither the landlord's interest in and to the Leases nor the rents payable thereunder have been assigned, pledged or encumbered in any manner by Seller, except to Seller's mortgage lender which assignments and encumbrances will be released at or prior to Closing. (v) Except as disclosed on Exhibit I, none of the Tangible Personal Property is held by Seller under a lease or installment sale contract, and Seller owns title to the Tangible Personal Property reflected on the inventory to be delivered to Purchaser herein, free and clear of any liens or claims, except liens to be released at Closing. (vi) Except as disclosed on Exhibit J, Seller has received no written notice of any action, suit, proceeding or claim presently pending in any court or before any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality or before any arbitration, tribunal or panel, affecting (A) the Property, or any portion thereof, (B) Seller's title, use, operation or ownership of the Property, or (bC) elect Seller's ability to proceed with closing the transaction as set forth in perform its obligations under this Agreement. If , nor, to Seller's Knowledge is any such action, suit, proceeding or claim threatened. (vii) To Seller's Knowledge, there is no attachment, execution, general assignment for the benefit of creditors, or voluntary or involuntary bankruptcy proceedings, or proceedings under any debtor relief laws, contemplated by or pending or threatened against Seller provides Buyer with a Supplemental Notice within ten or the Property. (10viii) business days of Closing, then Buyer shall have the right, at its option and upon Seller has received no written notice to Sellerof any condemnation, to extend eminent domain or similar proceedings being instituted or threatened against the Closing Date for up to ten Property by any governmental authority having jurisdiction over the Property. (10ix) business days in Except as disclosed on Exhibit K, Seller has received no written notice from any governmental authority having jurisdiction over the Property that the Improvements and the current operation thereof violate any law, regulation, ordinance, rule, order to analyze and review or other requirement of any governmental authority having jurisdiction over the issues disclosed in Property. (x) Seller has received no written notice from any governmental authority having jurisdiction over the Supplemental NoticeProperty of any proposed new assessment against the Property.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSELLER hereby represents, warranties warrants and covenants contained to and with PURCHASER that: (a) SELLER now has and will have on the Closing Date good and indefeasible title in fee simple in and to the Land and Improvements constituting a part of the Property and will at Closing convey the Property to PURCHASER free and clear of all liens, mortgages, easements, leases, tenancies, encumbrances and defects, except for the Lease and the matters set forth in the Commitment (other than liens set forth in Schedule C of the Commitment) and on the Updated Survey (the terms “Updated Survey” and “Commitment” being hereinafter defined in Paragraphs 7 and 8 of this Agreement or Contract) which are not objected to (or, if objected to, are subsequently waived) by PURCHASER as provided in any certificate or document delivered in connection with this Agreement or Paragraphs 7 and 8 (collectively the transactions contemplated herein“Exceptions”). (b) Subject to the immediately following two sentences, shall be true at as of the date hereof and as there are no actions, suits (condemnation or otherwise), claims, assessments or proceedings pending or to SELLER’s knowledge threatened against the Property or SELLER that affect or involve the Property or that would adversely affect SELLER’s ability to perform under this Contract. PURCHASER acknowledges that the value of the Closing Date as though Property may be reassessed from time to time for tax purposes and that tax rates may be increased from time to time. SELLER will give PURCHASER written notice of any such representationsreassessment or increase of which SELLER has notice. SELLER will indemnify and hold PURCHASER harmless from all “roll-back” or similar taxes imposed on the Property, warranties either prior to or subsequent to Closing, and covenants were then again made, except resulting from a change in the use of the Property from an agricultural to a commercial use. This obligation shall expressly survive Closing. (c) There are no liens or UCC liens against the extent that Buyer has discoveredProperty which will not be satisfied out of the sales proceeds. (d) SELLER shall not further encumber the Property, or Seller has provided Buyer with modify, extend, renew or change any existing encumbrance, without first obtaining the prior written consent of PURCHASER, which consent shall not be unreasonably withheld, conditioned or delayed. PURCHASER shall notify SELLER in writing (to be received by SELLER within seven (7) days after PURCHASER’s receipt of any such proposed encumbrance instrument) whether PURCHASER approves or disapproves of such instrument and, if PURCHASER disapproves of the instrument, the reasons for such disapproval. If such notice (is not received by SELLER by the “Supplemental Notice”) prior to Closing that Seller has just become awareend of such seventh day, that a representation is untrue or inaccuratethe proposed instrument shall be deemed approved by PURCHASER. If PURCHASER disapproves the proposed instrument, and Buyer nevertheless elects not SELLER and PURCHASER are unable to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects mutually agree to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed an instrument acceptable to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller SELLER and PURCHASER within five (5) days after SELLER’s receipt of PURCHASER’s notice, then this Contract shall terminate, the Supplemental NoticeXxxxxxx Money shall be returned to PURCHASER, and neither party shall have any further duties, rights or obligations under this Contract except those which expressly survive the expiration or termination of this Contract. SELLER shall have the right to enter into amendments to the Lease at any time until the fifth day prior to the end of the Inspection Period (such date being herein called the “Lease Amendment Consent Date”) without having to obtain the consent of PURCHASER; provided, however, that SELLER shall furnish PURCHASER with copies of any such amendments to the Lease entered into prior to the Lease Amendment Consent Date. From and after the Lease Amendment Consent Date, and while this Contract remains in force and effect, SELLER shall not enter into any such amendments to the Lease without first obtaining the consent of PURCHASER, which consent shall not be unreasonably withheld, conditioned or delayed. SELLER shall furnish PURCHASER with a copy of any such amendment, and PURCHASER shall notify SELLER in writing (to be received by SELLER within ten (10) days after PURCHASER’s receipt of any such amendment) whether PURCHASER approves or disapproves of such amendment. If such notice is not received by SELLER by the end of such tenth day, the amendment shall be deemed approved by PURCHASER. If PURCHASER disapproves the amendment, then SELLER and PURCHASER shall use commercially reasonable efforts to negotiate an amendment that is acceptable to SELLER, PURCHASER and Tenant. If the parties are unable to agree on the amendment, PURCHASER may terminate this Contract by giving written notice to SELLER, and in such event the Xxxxxxx Money shall be returned to PURCHASER, and neither party shall have any further duties, rights or obligations under this Contract except those which expressly survive the expiration or termination of this Contract. (e) To the best of SELLER’s knowledge, neither the Land nor the Improvements or any portion thereof has been used for landfill, dumping or other waste disposal activities or for the production and/or storage of raw materials, products or wastes of a toxic or hazardous nature, or for any other use which might give rise to the existence of hazardous or toxic materials on the Land or the Improvements which could create a liability therefor for PURCHASER pursuant to any applicable federal, state or local law, ordinance or regulation. SELLER discloses to PURCHASER that pursuant to the terms of the Lease, Tenant has the right to use and store Hazardous Materials (as defined in the Lease) in the course of its business in and at the Leased Premises subject to Tenant’s compliance with all provisions of the Lease. SELLER, during its ownership of the Property, has not used the Land or the Improvements or any portion thereof for any of such uses or purposes described herein in violation of applicable law. SELLER and PURCHASER both agree and acknowledge that PURCHASER has the right at PURCHASER’s sole cost and expense to perform an environmental study of the Property during the Inspection Period in connection with PURCHASER’s determination of whether the Property is suitable for PURCHASER’s intended use. EXCEPT AS PROVIDED FOR HEREIN, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE EXISTENCE OR NON-EXISTENCE OF ANY HAZARDOUS OR TOXIC WASTE. IT IS UNDERSTOOD AND AGREED THAT SELLER IS SELLING THE PROPERTY “AS IS” AND WITH ALL FAULTS, AND THAT PURCHASER SHALL BE RESPONSIBLE FOR DETERMINING THE CONDITION OF THE PROPERTY AND WHETHER THE PROPERTY IS FIT FOR PURCHASER’S INTENDED USE. (f) From the Effective Date of this Contract until the Closing, SELLER, at no cost or expense to PURCHASER, will operate, insure and maintain the Property or cause the same to be operated, insured and maintained in accordance with SELLER’s historical practices as if SELLER intended to continue to own the Property. (g) As of the date hereof, SELLER has not received notice, and has no knowledge, of any violation of any laws issued by any governmental authority having jurisdiction over the Property or any portion thereof. (h) No notice has been received by SELLER from any insurance company that has issued a policy with respect to any portion of the Property or from any board of fire underwriters (or other body exercising similar functions), claiming any defects or deficiencies or requiring the performance of any repairs, replacements, alterations or other work, and no insurance company has refused to issue a policy of insurance to SELLER due to the condition of the Property. (i) There is no pending or, to the knowledge of SELLER threatened, governmental proceeding, including any condemnation proceeding, affecting any portion of the Property or which would impair or curtail direct access to and from the Property. (j) Utilities necessary for the operation of the Property in accordance with the use clause of the Lease are available to the Property and SELLER has not received notice that the availability of such utilities is to be reduced or terminated. (k) All required action necessary to authorize SELLER to enter into this Contract and to carry out SELLER’s obligations hereunder has been taken or will be taken by the Closing Date. (l) There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated or filed by SELLER or, to the best knowledge of SELLER, pending against SELLER. (m) Except for the Lease with Tenant, there are no tenant leases, written or oral, for the Property or any portion thereof and other than for easement rights evidenced by the Exceptions and the Lease with Tenant, there are no other rights of others to occupy the Property or any portion thereof. (n) The copy of the Lease delivered to PURCHASER by SELLER will be complete and accurate, and other than for the Letter Agreement dated November 18, 2004 between SELLER and Tenant (the “Letter Agreement”) and the Tax Abatement Agreements there are no other agreements with Tenant relating to the Lease. There are no defaults under the Lease known to SELLER or claimed by Tenant and the Lease is in full force and effect. SELLER hereby represents and warrants to PURCHASER that other than for the remainder of the commission to be paid to Xxxxx & Xxxxx Company upon the occupancy of the Leased Premises by Tenant (which shall be paid by SELLER on or prior to Closing), there are no leasing commissions, fees or other remuneration due to any broker, agent, finder, or other person due in connection with the Lease, including the exercise of any renewal options thereunder. (o) Prior to Closing, SELLER shall cause the Improvements to be modified and certain Tenant improvements to be constructed in substantial compliance with the Construction Plans (as such term is defined in Paragraph 6A(a)(4) below). To the best of SELLER’s knowledge the Improvements, the modifications to the Improvements, and certain tenant improvements to be constructed by SELLER have been and are being constructed on the Land in a good and workmanlike manner and in substantial compliance with the Construction Plans, the Lease, and the requirements of applicable law. All taxes, bills, claims and other payments due by SELLER with respect to the construction, use, repair, management, ownership, maintenance and operation of the Property (including without limitation any of the aforementioned that could form the basis of a lien, as for example, a tax lien or a mechanic’s or materialman’s lien), to the extent that final bills and invoices are available at the time of Closing, will be paid as of the Closing Date, or in the case of inchoate tax liens and other items for which final bills and invoices are not available, will be paid by SELLER post-Closing if a sole obligation of SELLER, or will be prorated between SELLER and PURCHASER as of the Closing Date if within the terms of Paragraph 11 of this Contract. Notwithstanding the foregoing, it is agreed that SELLER shall have the right to bond around any lien claim against the Property that SELLER is contesting in good faith, provided that such lien claim will not appear as an exception in the Owner’s Policy of Title Insurance to be issued to PURCHASER. (p) There are no escrows for insurance premiums; taxes, general or special assessments; or utilities, either deposited by Tenant with SELLER or deposited by SELLER with SELLER’s existing lender. (q) (i) SELLER has the full right, power, and authority to sell the Property to PURCHASER as provided in this Contract and to carry out SELLER’s obligations hereunder; and all required action necessary to authorize SELLER to enter into this Contract and to carry out SELLER’s obligations hereunder has been taken. The individual executing this Contract on behalf of SELLER has the authority to do so. (ii) There are no pending, or to the knowledge of SELLER threatened, actions, suits, claims, proceedings or litigation against SELLER that would prevent SELLER from entering into this Contract, or adversely affect SELLER’s ability to perform hereunder, or that would in any way result in any liability to PURCHASER. (iii) There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated or filed by SELLER or to the best knowledge of SELLER pending against SELLER. The representations and warranties set forth above are made as of the date this Contract is fully executed and except as set forth in the Certificate to be executed by SELLER pursuant to the following paragraph shall be deemed made also as of the Closing Date. In the event that any representation or warranty made by SELLER as of the Closing Date is untrue, any action with respect to such breach of the representation and warranty must be brought by PURCHASER within two (2) years and one (1) day of the Closing Date. The provisions of this grammatical paragraph shall survive the Closing. If any representation or warranty above is known by PURCHASER, prior to Closing, to be untrue, PURCHASER shall give SELLER written notice of such fact. If (a) such representation and warranty is not remedied by SELLER prior to Closing, or (b) elect the representation and warranty, as remedied, has a material and adverse affect on any decision made by PURCHASER to proceed with closing this transaction, or (c) any representation or warranty made by SELLER is untrue and such fact is not disclosed to PURCHASER until SELLER’s delivery of SELLER’s Certificate regarding the transaction as set forth in this Agreement. If Seller provides Buyer with truthfulness of the representations and warranties, and same has a Supplemental Notice within ten (10) business days of Closingmaterial and adverse affect on PURCHASER’s decision to purchase the Property, then Buyer PURCHASER may either (i) terminate this Contract and the Xxxxxxx Money shall be refunded to PURCHASER, and neither party shall have any further rights, duties or obligations pursuant to this Contract except as expressly provided for herein, or (ii) waive its objections to any such untrue representation or warranty and this Contract shall remain in full force and effect. At Closing SELLER shall deliver to PURCHASER a certificate stating that all of the rightrepresentations and warranties made by SELLER were true when made and, at its option and upon written notice except as otherwise disclosed to SellerPURCHASER in writing, to extend are true as of the Closing Date. The provisions of this grammatical paragraph shall survive the Closing. From the Effective Date until the Closing Date for up or earlier termination of this Contract, SELLER covenants that it shall (a) not enter into any written or oral service contract or other agreement with respect to ten the Property that will not be fully performed by SELLER on or before the Closing Date, or that will not be cancellable by PURCHASER on thirty (1030) business days in order prior written notice without liability to analyze PURCHASER on or after the Closing Date, without first obtaining the written consent of PURCHASER, which consent PURCHASER agrees to not unreasonably withhold, delay or condition and review (b) advise PURCHASER promptly of any litigation, arbitration or administrative hearing before any governmental agency concerning or affecting the issues disclosed in Property which is instituted or threatened after the Supplemental NoticeEffective Date.

Seller’s Representations, Warranties and Covenants. A. Any reference herein to Seller’s representations's knowledge, representation, warranty or notice of any matter or thing shall only mean such knowledge or notice that has actually been received by Beth Goldstein (asset manager of xxx Xxxxxxxx and who is in a position to have a basis for having knowledge with respect to the Property) (hereinafter collectively referred to as the "Seller's Representative"), and any representation or warranty of the Seller is based upon those matters of which the Seller's Representative has actual knowledge. Any knowledge or notice given, had or received by any of Seller's agents, servants or employees (other than Seller's Representative) shall not be imputed to Seller, the general partner or limited partners of Seller, the subpartners of the general partner or limited partners of Seller or Seller's Representative. B. Subject to the limitations set forth in Paragraph A of this Paragraph 16, Seller hereby makes the following representations and warranties, which representations and warranties are made to the Seller's knowledge and covenants contained in this Agreement which shall, subject to Paragraph 16C, be remade at Closing: (i) Except for the matters disclosed on Exhibit N, Seller has no knowledge of any pending or in any certificate threatened litigation, claim, cause of action or document delivered in connection with this Agreement or administrative proceeding concerning the transactions contemplated herein, Property; (ii) The rent roll attached hereto as Exhibit L and which shall be true at the date hereof and updated as of the Closing Date accurately sets forth the number of tenants then in possession of the Property as though of the date of said rent roll, contains an accurate summary of the rental obligations, the expiration date, the security deposit and the delinquencies of each such representationstenancy as of the date of said rent roll; (iii) That the tenant leases evidencing such tenancies referred to in the rent roll are in full force and effect and have not been amended or modified except as set forth in the rent roll or in the leases made available to Purchaser for Purchaser's review; (iv) Seller has received no notice of any material default on the part of Seller under any said tenant leases; (v) Except as set forth in the rent roll, warranties no tenant under the leases as of the date of the rent roll is in material default of the payment of rent; (vi) That Seller will not collect any of the rent or other sums arising or accruing under any of the said tenant leases in advance of the time when they come due except for the benefit of Purchaser (and covenants were then again made, except Seller retains ownership of all accounts receivable for rents due for periods of time prior to the extent Closing); (vii) The Seller has not given or suffered any assignment, pledge or encumbrance with respect to any of the tenant leases or its interests thereunder except as additional collateral for the existing loan secured by the Property; (viii) Pending the Closing, Seller will not without the prior consent of Purchaser convey all or any portion of the Property; (ix) Except as shown on Exhibit M, there are no service contracts which in any manner affect or otherwise relate to the Property or the tenant leases; (x) Seller has full right, power and authority to enter into this Agreement and consummate the transaction contemplated hereby; (xi) Seller and all persons or entities having beneficial interests in the Property are "United States Persons," as defined in Section 1445(f)(3) and Section 7701(g) of the Internal Revenue Code of 1986, as amended, and the purchase of the Property by Purchaser as contemplated herein will not be subject to the withholding requirements of Section 1445(a) of the Code; (xii) Except as set forth in the Existing Report, Seller has not received any notice from any governmental authority having jurisdiction over the Property of any uncured violation of any Environmental Law with respect to the Property. Seller has not commissioned any environmental report with respect to the Property other than the Existing Report; and (xiii) Seller has not received written notice from any third party of any structural defects that Buyer has discoveredwould render the Property unusable as an apartment complex. C. If at any time after the execution of this Agreement, either Purchaser or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that aware of information which makes a representation and warranty contained in this Agreement untrue in any material respect, said party shall promptly disclose said information to the other party hereto. Provided the party making the representation or warranty did not take any deliberate actions to cause the representation or warranty in question to be or become untrue in any material respect, said party shall not be in default under this Agreement and the sole remedy of the other party shall be to terminate this Agreement. Notwithstanding anything contained herein to the contrary, if the status of any of the tenancies changes from the date of the rent roll attached hereto and the date of the rent roll delivered at Closing, provided the change in status is untrue or inaccuratenot caused by a breach of Seller's covenants contained in Paragraph 16D herein, and Buyer nevertheless elects then Purchaser shall not have the right to terminate this Agreement at or make any claim for a breach of a representation or warranty hereunder involving the expiration rent roll or tenancies thereunder. Purchaser and Seller are prohibited from making any claims against the other party hereto after the Closing with respect to any breaches of the Due Diligence Periodother party's representations and warranties contained in this Agreement that the claiming party has actual knowledge of prior to the Closing. The parties agree that the representations contained herein shall survive Closing for a period of sixty (60) days (i.e., or, if the Supplemental Notice is delivered after claiming party shall have no right to make any claims against the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt other party for a breach of a Supplemental Notice from Seller representation or warranty after the expiration of the Due Diligence Period, Buyer shall have the right to sixty (a) terminate this Agreement upon written notice to Seller within five (560) days after receipt of immediately following Closing). D. Seller covenants to operate and manage the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed Property in the Supplemental Noticesame manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller represents, warranties warrants and covenants contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated hereinto Buyer as follows, each of which is and shall be true and correct at the date hereof of this Agreement and as of the Closing Date as though such Date: (a) Seller shall, at Closing, convey and transfer to Buyer good and valid title to the Acquired Assets, free and clear of any liens, security interests, claims, and encumbrances. No unreleased mortgage, trust deed, chattel mortgage, security agreement, financing statement or other instrument encumbering any of the Acquired Assets has been recorded, filed, executed or delivered, other than those which will be released or terminated on or before the Closing Date. No other representations or warranties with respect to the title to or the condition of the Acquired Assets are made by Seller. The assets are sold AS IS, WHERE IS, with all faults, with no representations, warranties and warranties, promises or covenants were then again made, except of any type or nature with respect to the extent that Buyer has discoveredAssets except as explicitly set forth herein, including without limitation of the foregoing, representations or warranties with respect to merchantability or fitness for a particular purpose. (b) After receiving all approvals from the Board of Directors and stockholders required for dissolution of Seller has provided Buyer with written notice under its bylaws and articles of incorporation, contracts and Section 275 of the General Corporation Law of the State of Delaware, as amended (the “Supplemental NoticeGCL”), Seller caused a Certificate of Dissolution to be executed by its duly authorized officer on June 28, 2007, which Certificate was filed on July 2, 2007 (the “Dissolution Date”) prior to Closing that with the Delaware Secretary of State. Sellers’ representations in the Certificate of Dissolution are true and correct. Consistent with Section 277 of the GCL, Seller has just become awarepaid all franchise taxes due to or assessable by the State of Delaware, that a representation is untrue including, without limitation, all franchise taxes due or inaccuratewhich would be due or assessable for the entire month of July 2007. Since the Dissolution Date, and Buyer nevertheless elects not to terminate this Agreement at Seller has conducted business only for the expiration purposes enumerated in Section 278 of the Due Diligence Period, or, if GCL and has not continued the Supplemental Notice is delivered after Company Business or otherwise conducted the Due Diligence Period, Buyer elects business for which Seller was organized. Seller has given notice of its dissolution to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages all persons having a claim against Seller resulting from such inaccuracy disclosed in accordance with all the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as procedures set forth in Section 280 of the GCL. (c) Seller has all corporate power necessary to own and sell the Acquired Assets and to execute and deliver this Agreement and the Ancillary Agreements. Seller has taken all steps necessary under applicable corporate law, its articles of incorporation and its bylaws, to authorize the sale of the Acquired Assets in accordance with this Agreement and the consummation of that sale and the execution and delivery of this Agreement and the Ancillary Agreements. No other corporate or other action is necessary on the part of Seller or its shareholders to make this Agreement the legally valid and binding obligations of Seller enforceable in accordance with its terms. (d) Neither the execution and delivery of this Agreement or any of the Ancillary Documents by Seller, nor the consummation by Seller of the transactions contemplated thereby, will conflict with or result in a breach of any of the terms, conditions or provisions of Seller’s Articles of Incorporation, bylaws, or other charter documents, of any contract, agreement, or to their knowledge, statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or any governmental authority or of any arbitration award binding upon Seller or the Acquired Assets. (e) Seller is not a party to, or bound by, any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Seller according to the terms of this Agreement will be a default or an event of acceleration, or whereby timely performance by Seller, according to the terms of this Agreement. If , may be prohibited, prevented or delayed. (f) Seller provides Buyer with has filed, on a Supplemental Notice within ten timely basis, all required Federal, state and local income, sales, use, employee, franchise and other tax returns and reports relating to the Company Business or the Acquired Assets, accurately reflecting any and all taxes owing to the United States, or any other government or subdivision thereof, or any other taxing authority, and has paid or properly accrued for all taxes shown on said returns or reports to be due and owing. (10g) business days of ClosingThere is no litigation or proceeding pending and, then Buyer shall have the right, at its option and upon written notice to Seller’s knowledge, there is no investigation pending nor any such proceeding or investigation threatened in writing against Seller before any court, governmental entity, arbitrator or other tribunal or with respect to extend the Closing Date for up consummation of the transactions contemplated hereby or the operation, use or ownership of the Company Business or the Acquired Assets. (h) There are no taxes, including, without limitation, any sales or transfer taxes, owing to ten (10) business days in order to analyze and review any county, state, or federal authority as a result of the issues disclosed in the Supplemental Noticetransactions contemplated by this Agreement.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller represents, warranties warrants and covenants contained to Buyer that, throughout the Delivery Period: Seller owns or has the exclusive right to the Product sold under this Confirmation from each Import Resource, and shall furnish Buyer, CAISO, CPUC or other Governmental Authority with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right; No portion of the Aggregate Contract Quantity has been committed by Seller to any third party in this Agreement order to satisfy Compliance Obligations or analogous obligations in any certificate CAISO or document delivered non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and either Seller or an Import Resource’s owner or operator; Each Import Resource is capable of delivering Product to the Delivery Point. Seller and the Import Resource’s SC, owner and operator shall each obligated to, comply with Applicable Laws, including the CAISO Tariff, relating to the Product; Buyer shall have no liability for the failure of Seller or the failure of an Import Resource’s SC, owner, or operator to comply with such CAISO Tariff provisions, including any penalties, charges or fines imposed on Seller or the Import Resource’s SC, owner, or operator for such noncompliance; If Seller is the owner of the Import Resource(s), the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned or transferred for each such Import Resource does not exceed the Delivery Point’s corresponding Branch Group’s Maximum Import Capability; Seller has notified the SC of each Import Resource that Seller has transferred the Contract Quantity, with respect to each day of each Showing Month, to Buyer, and the SC is obligated to deliver the Supply Plans in connection accordance with the CAISO Tariff and this Confirmation; Seller has notified the SC of each Import Resource that Seller is obligated to cause the Import Resource’s SC to provide to the Buyer, at least fifteen (15) Business Days before the initial deadline for each Compliance Showing, the applicable Contract Quantity of the Import Resource for each day of such Showing Month, that is to be submitted in the Supply Plan associated with this Agreement or for the transactions contemplated hereinapplicable period; and Seller has notified each Import Resource’s SC that Buyer is entitled to the revenues set forth in Section 3.02, shall be true at and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the date hereof amount of those revenues. Seller represents, warrants and covenants to Buyer that, as of the Closing Date as though such representationsConfirmation Effective Date, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration all of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as information set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closingon Appendix B is true, then Buyer shall have the right, at its option correct and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticecomplete.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller hereby represents and warrants to, warranties and covenants contained in with, Buyer that: (a) Except for this Agreement and the Lease and those matters disclosed in the materials delivered to Buyer pursuant to Section 5 hereof, it is not aware of any other agreements or in leases with respect to the Property, including none of the following that will survive the Closing such as maintenance, service, or utility contracts (the "PROPERTY AGREEMENTS"); (b) It does not have any certificate actions or document delivered in connection with this Agreement proceedings pending, which would materially affect the Property or Tenant, except matters fully covered by insurance; (c) The consummation of the transactions contemplated hereunder, and the performance of this Agreement and the delivery of the warranty deed to Buyer, will not result in any breach of, or constitute a default under, any instrument to which Seller is a party or by which Seller may be bound or affected; (d) All of Seller's covenants, agreements, and representations made herein, and in any and all documents which may be delivered pursuant hereto, shall survive for one (1) year from the delivery to Buyer of the warranty deed and other documents furnished in accordance with this Agreement, and the provision hereof shall continue to inure for one (1) year to Buyer's benefit and its successors and assigns; (e) The Property is in good condition, substantially undamaged by fire and other hazards, and has not been made the subject of any condemnation proceeding; (f) Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transaction provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties; and this Agreement, when executed and delivered by Seller and Buyer, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms; (g) To the best of Seller's knowledge, the Property is presently not in violation of applicable environmental law, and contains no hazardous materials in excess of amounts allowed by applicable law except for the presence on the Property of such materials as may be held by Tenant in customary amounts for resale or maintenance of the Property; (h) Seller has not received from any governmental authority written notice of any violation of law, rule, regulation, permit, certificate, or approval or license, which has not heretofore been cured; (i) To the best of Seller's knowledge, there are no attachments, executions, assignments for the benefit of creditors or voluntary or involuntary proceedings in bankruptcy pending, or threatened against Seller; (j) The copies of all documents and other documents delivered by Seller to Buyer pursuant to this Agreement shall, to Seller's current actual knowledge, be true and complete in all material respects; provided, however, that Seller makes no representation or warranty whatsoever as to the contents or subject matter of any Documents, Information or other items prepared by third parties; (k) The Lease submitted to Buyer; (1) is a true and complete copy of the Lease with all exhibits attached; (2) has not been modified, altered or amended; and (3) is in full force and effect without any uncured material default by either Landlord or Tenant. (l) Seller represents and warrants the transaction contemplated herein does not represent a fraudulent conveyance. All of Seller's representations and warranties shall be true at the date hereof and as of the Closing Date as though and shall survive the Closing for one (1) year; Buyer may not take any action for breach of such representations, representations and warranties and covenants were then again made, except to the extent that Buyer has discovered, or unless it shall have given Seller has provided Buyer with written notice of such breach in reasonable detail not later than a date that is one (1) year from the “Supplemental Notice”) prior to Closing that Date. Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to thirty (a) terminate this Agreement upon written notice to Seller within five (530) days to commence to cure any such breach after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon Buyer's timely written notice and so long thereafter as is reasonably necessary to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticecomplete such cure.

Seller’s Representations, Warranties and Covenants. 8.01. Seller hereby represents and warrants to, and covenants with Purchaser as follows: A. Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transaction provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. B. There are no parties in possession of any portion of the Goods and Services as lessees, tenants at sufferance, or trespassers who have claimed or may claim adversely to the Seller. The Goods and Services shall be delivered free of all tenants and other parties in possession, if any, on date of Due date of proforma invoice. C. Seller acknowledges that Purchaser will rely upon the Documents and Information delivered to Purchaser by Seller to satisfy itself with respect to the condition of the Goods and Services. Seller, in the event Seller discovers that the Documents or Information delivered to Purchaser hereunder are incomplete, inaccurate, or misleading, due to the passage of time or intervening circumstances, will promptly notify Purchaser of such changes and supplement such Documents or Information with updated Documents or Information. D. Except as stated below, there are no actions, suits, claims, assessments, or proceedings pending or, to the knowledge of Seller, threatened that could adversely affect the ownership, operation, or maintenance of the Goods and Services or Seller's ability to perform hereunder which will not be cured or dismissed prior to Due date of proforma invoice. Seller’s representationsobligation with regard to litigation and any mechanic’s liens existing prior to the Effective Date will be met by delivery of the Warranty Deed and Owner Policy without any exceptions for such litigation and mechanics liens. E. To the best of Seller’s knowledge and belief, warranties there is no pending or threatened condemnation or similar proceeding affecting the Goods and covenants contained Services, or any part thereof, nor is any such proceeding contemplated by any governmental authority. F. The Goods and Services, to the best of Seller’s knowledge, has not been used as a Goods and Servicesfill or other waste/by-product disposal facility, or for the storage or disposal of any hazardous or toxic substances, nor is there any adverse fact or condition relating to the Goods and Services which has not been specifically disclosed in writing by Seller to Purchaser. G. The Goods and Services is not located within the boundaries of any municipal utility district, public utility district, or other similar public body. The Goods and Services is not located within an area designated as being subject to special flood hazards by the Army Corp of Engineers, the Federal Insurance Administration, or any other agency or instrumentality having jurisdiction over the Goods and Services. H. The Goods and Services has full and free uninterrupted access to and from a publicly dedicated street or road. Seller has no knowledge of any fact or condition which would result in the termination or diminution of such access. I. To the best of Seller’s knowledge and belief, Seller has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Goods and Services. Performance of this Agreement or will not result in any certificate breach of, or document delivered constitute any default under, or result in connection with this Agreement any imposition of, any lien or encumbrance upon the Goods and Services and any agreement or other instrument to which Seller is a party or by which Seller or the transactions contemplated hereinGoods and Services might be bound. J. All bills and other payments due and owing by Seller with respect to the ownership, shall operation, and maintenance of the Goods and Services have been paid or will be true at paid in the ordinary course of business. Seller specifically agrees to pay all taxes due and owing for any reason by or upon Due date of proforma invoice. Seller further agrees to pay its pro-rata share of all taxes accrued up to the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Notice.of

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller hereby represents and warrants to, warranties and covenants contained in with, Buyer that: (a) Except for this Agreement and the Lease and those matters disclosed in the materials delivered to Buyer pursuant to Section 5 hereof, it is not aware of any other agreements or in leases with respect to the Property, including none of the following that will survive the Closing such as maintenance, service, or utility contracts (the "PROPERTY AGREEMENTS"); (b) It does not have any certificate actions or document delivered in connection with this Agreement proceedings pending, which would materially affect the Property or Tenant or Guarantor, except matters fully covered by insurance; (c) The consummation of the transactions contemplated hereunder, and the performance of this Agreement and the delivery of the warranty deed to Buyer, will not result in any breach of, or constitute a default under, any instrument to which Seller is a party or by which Seller may be bound or affected; (d) All of Seller's covenants, agreements, and representations made herein, and in any and all documents which may be delivered pursuant hereto, shall survive for one (1) year from the delivery to Buyer of the warranty deed and other documents furnished in accordance with this Agreement, and the provision hereof shall continue to inure for one (1) year to Buyer's benefit and its successors and assigns; (e) The Property is in good condition, substantially undamaged by fire and other hazards, and has not been made the subject of any condemnation proceeding; (f) Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transaction provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties; and this Agreement, when executed and delivered by Seller and Buyer, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. (g) The Property is presently not in violation of applicable environmental law, and contains no hazardous materials except for the presence on the Property of such materials as may be held by Tenant in customary amounts for resale or maintenance of the Property. (h) Seller has not received from any governmental authority written notice of any violation of law, rule, regulation, permit, certificate, or approval or license, which has not heretofore been cured. (i) To the best of Seller's knowledge, there are no attachments, executions, assignments for the benefit of creditors or voluntary or involuntary proceedings in bankruptcy pending, or threatened against Seller. (j) The copies of all documents and other documents delivered by Seller to Buyer pursuant to this Agreement shall, to Seller's current actual knowledge, be true at and complete in all material respects; provided, however, that Seller makes no representation or warranty whatsoever as to the date hereof contents or subject matter of any Documents, Information or other items prepared by third parties. (k) The Lease and as the amendment thereto submitted to Buyer: (1) is a true and complete copy of the Lease with all exhibits attached; (2) has not been modified, altered or amended except in writing and disclosed to Buyer; and (3) is in full force and effect without any uncured material default by either Landlord or Tenant. (l) Seller represents and warrants the transaction contemplated herein does not represent a fraudulent conveyance. All of Seller's representations and warranties shall survive the Closing Date as though for one (1) year; Buyer may not take any action for breach of such representations, representations and warranties and covenants were then again made, except to the extent that Buyer has discovered, or unless it shall have given Seller has provided Buyer with written notice of such breach in reasonable detail not later than a date that is one (1) year from the “Supplemental Notice”) prior to Closing that Date. Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to thirty (a) terminate this Agreement upon written notice to Seller within five (530) days to commence to cure any such breach after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon Buyer's timely written notice and so long thereafter is reasonably necessary to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticecomplete such cure.

Seller’s Representations, Warranties and Covenants. Seller’s representations, warranties a. Seller represents and covenants contained in warrants to Buyer as of the execution of this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date that: i. Seller is a duly organized and validly existing limited partnership in existence under the laws of the State of Delaware. ii. Seller is the owner of the Facility with all requisite power and authority to own the Facility, and carry on its business as though such representationsnow being conducted, warranties and further has the power and authority to sell and dispose of the Facility upon the terms and conditions herein contained. iii. The execution, delivery, and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and effectively authorized by the partners of Seller, and will not violate any indenture, mortgage, deed of trust or other instrument or agreement, or any order, judgment or decree to which Seller is subject. b. Seller covenants were then again madewith Buyer as follows: i. From and after the date of this Agreement, except Seller shall make no contracts or commitments which purport to bind the Facility after the date of Closing, other than those made in the ordinary course of business, without the written consent of the Buyer. ii. As soon as practicable after the execution of this Agreement and prior to the extent Closing, Seller shall furnish to Buyer or its authorized representatives copies of. such records and documents in Seller's possession that are related to the Facility (e.g. surveys, building plans, equipment warranties, etc.) and to the operation thereof (e.g. patient records, fiscal statements, etc.) as Buyer has discoveredshall reasonably request and shall afford Buyer and Buyer's counsel, auditors and authorized representatives for purposes of inspections, verifications and related matters full access during normal business hours to all personnel, properties, records and documents of Seller and the Facility. iii. Seller shall cooperate as necessary (without the expenditure of funds except as specifically provided herein) to bring about the consummation of the transactions contemplated by this Agreement. iv. Seller shall continue to maintain all of Seller's insurance policies, if any, relating to the Facility, or any part thereof, in full force and effect until the Closing Date. v. Seller has provided shall provide Buyer with a copy of any written governmental notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from received by Seller after the expiration of the Due Diligence Period, Buyer shall have the right date hereof and prior to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date related to any violations of any federal, state or municipal laws, ordinances, orders, regulations and requirements affecting the Facility. c. The representations and warranties of Seller in this Section 8 shall survive Closing for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticea period of one year.

Seller’s Representations, Warranties and Covenants. Seller’s representations6.1 Seller represents and warrants for the exclusive benefit of Purchaser the following as of the date hereof, and which representations and warranties shall be true and covenants correct in all material respects on the Closing Date: (a) Seller has not received any written notice of any violation by Seller of any law, zoning ordinances or regulations affecting the Property nor has Seller received any written notice of any existing or threatened condemnation or eminent domain proceeding involving the Property. (b) Seller has not contracted for any services or employment which will bind Purchaser as a successor in interest with respect to the Property after the Closing Date. (c) Attached hereto as Exhibit C-1 is a list of all leases for all tenants of the Property which leases, amendments and letter agreements are all of the agreements that comprise the leases (the “Leases”). Attached as Exhibit C-2 is a rental report (the “Rent Roll”) for the Property. The Leases and Rent Roll contain a true and correct list of all of the Leases presently in force and affecting the Property and accurately sets forth the information contained therein in all material respects; that there are no leases or occupancy agreements entered into by Seller currently in effect which affect the Property other than those listed on Exhibits C-1 and C-2 (together with any additional leases approved by Purchaser under this Agreement Agreement); and that no amendment, modification, or in supplement of any certificate kind of said Leases exists other than as specified thereon. There are no commissions or document delivered similar fees accrued, due or payable to any broker in connection with the Leases. (d) That except as disclosed in the environmental site assessments identified in Exhibit D attached hereto and made a part hereof (collectively, the “Site Assessments”), copies of which have been provided to Purchaser, and except for quantities of materials permitted by law or regulations, and to Seller’s actual knowledge, the Property has not been used for the purpose of disposal of, refining, generating, manufacturing, producing, storing, handling, treating, transferring, releasing, processing or transporting any hazardous waste or hazardous substance, as such terms are defined in the Resource Conservation and Recovery Act of 1976, 42 USC 6901 et seq., as amended, the Compensation and Liability Act of 1980, 42 USC 9601 et seq., or the Superfund Amendments and Reauthorization Act, Public Law 99 499 during Seller’s ownership of the Property. (e) That Seller has no employees at the Property and is not a party to any collective bargaining agreement. (f) That Seller has not granted any right or option to acquire, lease, use or occupy all or any portion of the Property other than as provided for in the Leases or the Title Commitment. (g) That to Seller’s actual knowledge, there is no material action, suit or proceeding pending against Seller, or affecting the Property, this Agreement or the transactions transaction contemplated herein, shall be true at hereby which would have a material adverse effect on the date hereof and as value of the Property. (h) That Seller is a limited partnership duly formed and validly existing under the laws of the State of Delaware and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. (i) That Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Internal Revenue Code (the “Code”). (j) That this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, and the execution and performance of this Agreement does not and will not conflict with, or cause a default under any agreement to which Seller is a party or by which Seller or any portion of the Property is bound. (k) No tenants of the Property are entitled to any concessions, rebates, allowances, or free rent for any period after the Closing Date except as though set forth in the Leases or on the Rent Roll. (l) Seller has no knowledge that the Key Tenant intends to cease operations from the Property or that it intends to file for bankruptcy protection from its creditors. (m) Neither Seller nor any person, group, entity or nation that Seller is acting, directly or indirectly for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”)) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control, and Seller is not engaging in the transaction contemplated hereby, directly or indirectly, on behalf of, or instigating or facilitating the same, directly or indirectly, on behalf of, any such representationsperson, group, entity or nation. Seller is not engaging in such transaction, directly or indirectly, in violation of any Laws relating to drug trafficking, money laundering or predicate crimes to money laundering. The investment of direct or indirect equity owners in Seller is not prohibited by applicable law and neither the transaction contemplated hereby nor this Agreement is or will be in violation of applicable law. Seller has and will continue to implement procedures, and has consistently and will continue consistently to apply those procedures, to ensure the foregoing representations and warranties remain true and covenants correct at all times prior to Closing. Notwithstanding the foregoing, Seller makes no representation regarding the owners of (i) operating units in Seller or (ii) stock in Seller’s general partner Ramco-Gxxxxxxxxx Properties Trust. (n) To Seller’s knowledge, the operating statements, general ledgers, reconciliation statements and all other financial statements delivered or to be delivered or made available for review by Seller to Purchaser which were then again madeprepared by Seller are true, except accurate and complete in all material respects. (o) There exist no contracts between Seller and/or its manager, on the one hand, or service and/or materials providers, on the other hand, which relate to the operation and/or maintenance of the Property that will survive Closing and/or be binding on Purchaser. Notwithstanding the foregoing, Seller shall not be deemed to have breached any of the foregoing representations and warranties to the extent that Buyer has discoveredany of same become untrue between the Effective Date and Closing, provided that Purchaser obtains actual knowledge or Seller has provided Buyer with written notice (is informed of the “Supplemental Notice”) same prior to Closing Closing. Seller covenants to promptly inform Purchaser in writing of any such changes that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not come to terminate this Agreement at the expiration Seller’s actual knowledge. If any of the Due Diligence Periodforegoing representations and warranties shall become untrue and would result in any material adverse effect on the Property or the operation thereof, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer Purchaser shall have the right to (a) terminate this Agreement upon written notice to Seller right, within five (5) days after receipt Purchaser has obtained actual knowledge of or is informed that a representation and/or warranty has become untrue, to terminate this Agreement upon notice thereof to Seller. If Purchaser timely exercises its right to terminate this Agreement, then Purchaser shall be entitled to a prompt return of the Supplemental NoticeDeposit, and this Agreement shall terminate and the parties shall be relieved of all liability hereunder (except for any surviving obligations under this Agreement). If Purchaser fails to terminate this Agreement despite any such material adverse effect, as permitted above, then, in the event of Closing, the applicable representations and warranties shall be deemed modified to the extent of the change making the same untrue. As used herein, the term “Seller’s actual knowledge” or words of similar import shall mean only the actual, unimputed knowledge of Cxxxxxxxx Xxxxx, Executive Vice President, Transactions and Mxxxxxx XxXxxxx, Vice President, Managing Director, Eastern Portfolio (each, a “Designated Representative”), who are the persons with the most knowledge about the Property, without any of them having performed any investigation or diligence of any kind. Purchaser hereby unconditionally and irrevocably waives any claim against the Designated Representative of Seller relating to or arising out of this Agreement, which waiver shall survive the Closing or the earlier termination of this Agreement. 6.2 Purchaser hereby warrants and represents for the sole and exclusive benefit of Seller as follows: (a) Purchaser is a limited liability company, duly organized and validly existing under the laws of the State of Ohio and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. (b) That this Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, and the execution and performance of this Agreement does not and will not conflict with, or cause a default under any agreement to which Purchaser is a party or by which Purchaser or the Property is bound. (c) Purchaser is familiar with the source of funds for the purchase price and represents that all such funds derived from legitimate business activities within the United States of America and/or from loans from a banking or financial institution chartered or organized within the United States of America. (d) Purchaser is not subject to sanctions of the United States government or in violation of any federal, state, municipal or local laws, statues codes, ordinances, orders, decrees, rules or regulations (“Laws”) relating to terrorism or money laundering, including, without limitation, the Executive Order and the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”). Purchaser is not a “Prohibited Person”, which term is defined as follows: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity with whom Sellers are prohibited from dealing or otherwise engaging in any transaction by any terrorism or anti-money laundering law, including the Executive Order and the Patriot Act; (iv) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (v) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website, hxxx://xxx.xxxxx.xxx/xxxx/tllsdn.pdf or any replacement website or other replacement official publication of such list. (e) Purchaser is not nor will Purchaser (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in, any transaction relating to any property or interest in property blocked pursuant to the Executive Order, or (biii) elect engage in or conspire to proceed engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act. (f) Purchaser shall deliver to Seller any certification or other evidence requested from time to time by Seller, in its reasonable discretion and in form reasonably acceptable to Purchaser, confirming Purchaser’s compliance with closing the transaction as provisions of Subparagraphs (c), (d) and (e) of this Section 6.2. 6.3 The representations and warranties set forth in Section 6.1 hereof shall survive Closing for a period of twelve (12) months following the Closing. Any claim against Seller for violation or alleged violation of the representations and warranties shall be asserted in writing within said twelve (12) months following the Closing in a written notice to Seller giving reasonable details of the claims, and if not so asserted within such time, Seller shall have no further liability with respect thereto. Notwithstanding anything to the contrary contained herein, prior to the Closing, if Purchaser has knowledge that any representation or warranty of Seller set forth in this Agreement is not true, and nevertheless Purchaser proceeds to close the transaction, then Purchaser shall be deemed to have irrevocably and unconditionally waived its right to assert any claim against Seller after the Closing with respect to any misrepresentation of which it had knowledge prior to Closing. The provisions of the proceeding sentence shall survive the Closing. 6.4 Notwithstanding anything to the contrary contained in this Agreement, (a) the maximum liability of Seller following the Closing under this Article VI, under any documents executed and delivered by Seller at the Closing and under any Seller’s Certificate (as hereinafter defined) shall not exceed the aggregate sum of $440,000.00 and (b) Purchaser shall not assert any claim(s) against Seller following the Closing unless the aggregate amount of all claim(s) exceeds $25,000.00. The provisions of this Section 6.4 shall survive the Closing. 6.5 Seller shall pay all amounts due under the Existing Contracts (as hereinafter defined), and Seller shall cause the Existing Contracts to be discharged or terminated prior to the Closing. As used in this Agreement, the term “Existing Contracts” shall mean the existing contracts relating to the Property and any contracts relating to Property that Seller enters into after the Effective Date, subject to the terms and conditions of this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon Purchaser may elect to assume an Existing Contract by providing written notice thereof to Seller, Seller prior to extend the Closing Date for up to ten (10) business days in order to analyze and review expiration of the issues disclosed in the Supplemental NoticeInspection Period.

Seller’s Representations, Warranties and Covenants. Seller’s representations, Sellers hereby represent and warrant (which representations and warranties and covenants contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true deemed also made by Sellers as of Closing) to, and covenant with, Purchaser the following: (a) Seller Eastxxx Xxxwx/Xxxding Co., L.L.C. now has and will have on the Closing Date good and indefeasible title in fee simple to the Property free and clear of all liens (except those liens accepted by Purchaser or that will be released at or prior to Closing) and no party, except as herein set forth, has or shall have on the Closing Date any rights in, or to acquire, the Property. (b) There are no actions, suits, claims, assessments, or proceedings pending or, to the knowledge of Sellers, threatened that could materially adversely affect the ownership, operation, or maintenance of the Property or Sellers' ability to perform hereunder. (c) Sellers shall immediately notify Purchaser of any material change in respect of the Property or any information heretofore of hereafter furnished to Purchaser in respect of the Property. (d) From the date hereof until the Closing Date, Sellers shall (i) continue all Leases, Property Agreements, permits, licenses and as contracts relative to the Property in full force and effect and neither cancel (unless directed to do so by Purchaser), amend, nor renew any of the same without Purchaser's prior written consent; and (ii) afford Purchaser and its representatives the continuing right to inspect the Property. From the date hereof until the Closing Date, Sellers shall not: (i) commit or permit to be committed any waste to the Property or (ii) enter into any agreement or instrument or take any action that would encumber the Property after Closing or that would bind Purchaser or the Property after Closing. (e) All bills and other payments due with respect to the ownership of the Property have been (and on the Closing Date will be) paid and no liens or other claims for the same have been filed or asserted against any part of the Property. (f) Sellers have full right, power, and authority to execute, deliver, and perform this Agreement without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties and this Agreement, when executed and delivered by Sellers and Purchaser, will constitute the valid and binding agreement of Sellers, enforceable against Sellers in accordance with its terms. (g) The Land is property zoned for its current use and is not in violation of any applicable law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any restrictive covenant or deed restriction (recorded or otherwise) affecting any of the Property, including without limitation all applicable zoning ordinances and land use planning or development codes (hereinafter sometimes collectively called "Applicable Laws"). (h) Without limitation of (g) above, to Sellers' knowledge the Land and Sellers are not currently in violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority or to any remedial obligations under any Applicable Laws pertaining to health or the environment (hereinafter sometimes collectively called "Applicable Environmental Laws"), including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act of 1976 ("RCRA"), and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Land. (i) Sellers have not obtained and are not required to obtain, and Sellers have no knowledge of any reason Purchaser will be required to obtain, any permits, licenses or similar authorizations to develop the Land by reason of any Applicable Environmental Laws, save and except the Permit and all other permits, licenses and approvals being transferred to Purchaser. (j) Except as though such representationsset forth on Schedule 5(j), warranties no hazardous substances or solid wastes have been disposed of or otherwise released on or to the Land. In this Agreement the terms "hazardous substance" and covenants were then again made"release" shall have the meanings specified in CERCLA, except and the terms "solid waste" and "disposal" (or "disposed") shall have the meanings specified in RCRA; provided, to the extent that Buyer has discoveredthe laws of the State of South Carolina establish a meaning for "hazardous substance", "release", "solid waste", or Seller has provided Buyer with written notice ("disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. There are no PCBs in or on the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, Land and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental NoticeLand contains no underground storage tanks.

Seller’s Representations, Warranties and Covenants. Seller represents and warrants to Buyer that: (A) To the best of Seller’s representations's knowledge, warranties Seller has not entered into any agreement with, or granted any right or option to, any person or entity, to purchase the Property with priority over Buyer's rights under this Agreement. (B) To the best of Seller's knowledge, there are no leases in effect as of the date of this Agreement. (C) Seller has the full authority to execute, deliver and covenants contained perform this Agreement and all Agreements and documents referred to in this Agreement Agreement. (D) Except for Seller, at Closing no person or entity shall be in possession of the Property. (E) Seller is not aware of any certificate or document delivered facts that prohibit Seller from closing the transaction in connection accordance with the terms of this Agreement. (F) To the best of Seller's knowledge, the execution and delivery of this Agreement or and the consummation of the transactions contemplated herein, shall be true at the date hereof and as hereby will not result in any breach of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discoveredterms or conditions of, or constitute a default under, any instrument or obligation to which Seller is or may become a party or by which Seller may be bound or affected or violate any order, writ, injunction or decree of any court in any litigation to which Seller is a party, or violate any law. The persons executing this Agreement on behalf of Seller are duly authorized to bind Seller. (G) Seller has provided Buyer with written notice entered into a Lease (the “Supplemental Notice”"New Branch Lease") prior with Walters-Lyddane Limited Partnerxxxx ("Xxx Landlord") for the construction of a New Bank Branch ("New Bank Branch") located at 400 East Market Street, xx xxx xxxxxxx xx Xxxx Xxxxxxx, Pennsylvania. Seller shall use commercially reasonable efforts to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at enforce the expiration terms of the Due Diligence Period, or, if New Branch Lease against the Supplemental Notice is delivered after Landlord thereunder and to cause Landlord to construct the Due Diligence Period, Buyer elects to proceed New Branch Bank in accordance with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration terms of the Due Diligence PeriodLease. In the event the Lease is terminated for any reason whatsoever on or before September 15, Buyer 2006, Seller shall have the right to (a) terminate this Agreement upon written notice to Buyer of such termination. Seller's right to terminate the Agreement pursuant to this Paragraph (G) shall be void and of no further effect unless Seller within five has notified Buyer of such termination on or before September 15, 2006. (5H) days after receipt To the best of Seller's actual knowledge, the heating, ventilation and air conditioning system and the elevator serving the Property are in operating condition. None of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer aforesaid representations and warranties shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticesurvive Settlement.

Seller’s Representations, Warranties and Covenants. Seller’s representations(a) Seller represents and warrants to, warranties and covenants contained in with, Purchaser that: (i) Seller has full right, power and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. (ii) All bills and other payments due with respect to the ownership, operation and maintenance of the Property for the period of Seller's ownership of the Property shall be paid by Seller in the ordinary course of business. (iii) From the Effective Date until the Closing Date, Seller shall: (A) maintain and operate the Property in substantially the same manner as Seller has heretofore done; (B) continue all Leases and Contracts in full force and effect; and prior to the end of the Approval Period, neither cancel, amend or renew any of the same nor enter into a new Lease or Contract other than in the ordinary course of Seller's business, or from and after the end of the Approval Period, neither cancel, amend or renew any Lease or Contract nor enter into any new Lease or Contract without Purchaser's prior written approval, which approval will not be unreasonably withheld, conditioned or delayed; (C) not commit or permit to be committed any physical waste to the Property; and (D) not remove any item of the Tangible Personal Property from the Land or Improvements unless it is replaced with an item of at least equal value that is properly suited for its intended purpose. (iv) With respect to each Tenant, except as reflected in the Rent Roll or in the Lease: (A) to Seller's Knowledge, such Tenant's Lease is in full force and effect and no uncured breach or default exists on the part of the landlord or Tenant thereunder; (B) Seller has received no written notice that such Tenant is asserting any certificate claim of offset or document delivered other defense in connection with this Agreement respect of its or the transactions contemplated herein, shall be true at landlord's obligations under its Lease; and (C) Seller is the date hereof and as owner of the Closing Date as though entire lessor's interest in such representationsTenant's Lease and neither the landlord's interest in and to the Leases nor the rents payable thereunder have been assigned, warranties and covenants were then again madepledged or encumbered in any manner by Seller, except to Seller's mortgage lender which assignments and encumbrances will be released at or prior to Closing. (v) Except as disclosed on Exhibit G, none of the extent that Buyer Tangible Personal Property is held by Seller under a lease or installment sale contract, and Seller owns title to the Tangible Personal Property reflected on the inventory to be delivered to Purchaser herein, free and clear of any liens or claims, except liens to be released at Closing. (vi) Except as disclosed on Exhibit H, Seller has discoveredreceived no written notice of any action, suit, proceeding or claim presently pending in any court or before any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality or before any arbitration, tribunal or panel, affecting (A) the Property, or Seller has provided Buyer with written notice any portion thereof, (the “Supplemental Notice”B) prior to Closing that Seller has just become awareSeller's title, that a representation is untrue use, operation or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration ownership of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental NoticeProperty, or (bC) elect Seller's ability to proceed with closing the transaction as set forth in perform its obligations under this Agreement. If , nor, to Seller's Knowledge is any such action, suit, proceeding or claim threatened. (vii) To Seller's Knowledge, there is no attachment, execution, general assignment for the benefit of creditors, or voluntary or involuntary bankruptcy proceedings, or proceedings under any debtor relief laws, contemplated by or pending or threatened against Seller provides Buyer with a Supplemental Notice within ten or the Property. (10viii) business days of ClosingTo Seller's Knowledge, then Buyer shall have the right, at its option and upon Seller has received no written notice of any condemnation, eminent domain or similar proceedings being instituted or threatened against the Property by any governmental authority having jurisdiction over the Property. (ix) Except as disclosed on Exhibit I, Seller has received no written notice from any governmental authority having jurisdiction over the Property that the Improvements and the current operation thereof violate any law, regulation, ordinance, rule, order or other requirement of any governmental authority having jurisdiction over the Property. (x) To Seller's Knowledge, Seller has received no written notice from any governmental authority having jurisdiction over the Property of any proposed new assessment against the Property. (xi) To Seller's Knowledge, the copies of Leases delivered to SellerPurchaser as a part of the Inspection Materials are true, to extend the Closing Date for up to ten (10) business days in order to analyze correct and review the issues disclosed complete copies of all Leases of any space in the Supplemental NoticeImprovements. To Seller's Knowledge, the copies of Contracts delivered to Purchaser as a part of the Inspection Materials, a schedule of which is attached hereto as Exhibit M and made a part hereof, are true, correct and complete copies of all Contracts pertaining to the Property.

Seller’s Representations, Warranties and Covenants. Seller’s representations, warranties and covenants contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and option, upon written notice to SellerSeller and at no cost to Buyer, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Notice.

Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as of the Effective Date and again as of XXX that: (a) Seller has not entered into any unrecorded leases of the Property (other than the Lease); any existing financing of Seller secured by the Property or any part thereof shall be satisfied and discharged in full at or prior to XXX and any liens or encumbrances relating thereto shall be terminated and released of record at or prior to XXX; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the originally-scheduled XXX, and Seller has no actual knowledge of any unrecorded agreements which affect title to the Property except for those documents described in Exhibit J attached hereto; (b) to Seller’s representationsactual knowledge, warranties Seller has received no written notice of any violation with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction; (c) to Seller’s actual knowledge, Seller has received no written notice of any intended public improvements which will result in any charges being assessed against the Property which will result in a lien upon the Property; (d) to Seller’s actual knowledge, Seller has received no written notice of any pending condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (e) to Seller’s actual knowledge, Seller has received no written notice of any suits or claims pending or threatened with respect to the Property; (f) Seller has not entered into any other agreement, written or oral, under which Seller is obligated to sell the Property, or any portion thereof, to a third party and covenants contained in Seller will not enter into nor execute any such agreement during the term of this Agreement without Buyer’s prior written consent; (g) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of the Property, or any portion thereof, or its potential use, and, to Seller’s actual knowledge, Seller has received no written notice of any pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (h) this transaction will not in any certificate way violate any other agreements to which Seller is a party, and Seller has not granted to Tenant any right of first refusal, right of first offer, or document delivered similar right or option to purchase the Property; (i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (j) no default of Seller exists under the Lease and, to Seller’s knowledge, no default of Tenant exists under the Lease; Seller has not received any notice or correspondence from Tenant or any of such Tenant’s agents indicating Tenant’s desire, willingness or intent to terminate the Lease, nor has Seller had any material written exchanges with Tenant regarding any Tenant desire to modify the Lease; (k) to the extent Seller is the original landlord under the Lease, the Lease was negotiated in connection an arms-length transaction; (l) to Seller’s actual knowledge, Seller has received no written notice of any default of Seller under any of the Contracts and, to Seller’s actual knowledge, no default of the other parties exists under any of the Contracts; (m) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (n) except for any items to be prorated at XXX in accordance with this Agreement or that are the transactions contemplated hereinexclusive obligation of Tenant under the Lease, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller’s use, ownership, or operation of the Property up to XXX shall be true at paid in full by Seller; (o) intentionally deleted; (p) from the Effective Date hereof until XXX or the earlier termination of this Agreement, Seller shall (i) operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccuratehereof, and Buyer nevertheless elects shall perform in all material respects, its obligations under the Lease, (ii) not to terminate this Agreement at amend, modify or waive any material rights under the expiration of Lease, and (iii) maintain the Due Diligence Period, orexisting or comparable insurance coverage, if any, for the Supplemental Notice Improvements which Seller is delivered after obligated to maintain under the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to Lease; (aq) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction Except as set forth in this Agreement. If that certain report prepared by Environmental Protection Industries, dated August 19, 2011 (the “Environmental Report”) to be provided to Buyer as a part of Seller’s Diligence Materials, Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closinghas no actual knowledge that there exists or has existed, then Buyer shall have the right, at its option and upon written notice to Seller’s actual knowledge Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, or release upon, under or about the Property of any Hazardous Materials in violation of any applicable law or regulation. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to extend each of the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Notice.foregoing;

Seller’s Representations, Warranties and Covenants. Seller’s In addition to the representations, warranties and covenants of Seller contained in other sections of this Agreement, Seller hereby represents, warrants and covenants to Buyer as follows, all of which shall survive each Close of Escrow and any investigation or knowledge of Buyer prior to each Close of Escrow: 11.1.1 Seller is a corporation duly organized, validly existing and in good standing in the State of Nevada, and has the full right, capacity, power and authority as the sole owner in fee simple of the Property to enter into and carry out the terms of this Agreement. Seller has not alienated, encumbered, transferred, leased, assigned or otherwise conveyed its interest in the Property or any portion thereof except as set forth in the Title Report, nor entered into any Agreement to do so, nor shall Seller do so prior to each Close of Escrow. The entering into and performance by Seller of the transactions contemplated by this Agreement will not violate or breach any agreement, covenant or obligation binding on Seller. This Agreement has been duly authorized and executed by Seller and the parties signing on behalf of Seller, and upon delivery to and execution by Buyer shall be a valid and binding agreement of Seller. 11.1.2 For each of the forty (40) lots comprising the Property, Seller has, to the best of Seller's knowledge, (a) graded in accordance with all grading plans by the City, County, State and any other applicable governmental or quasi-governmental agency, body or authority (and any private group, if applicable) (individually an "Authority", and collectively, the "Authorities") having jurisdiction over the Property, and certified to Buyer with respect to compaction by a soils engineer licensed and in good standing in the State and reasonably acceptable to Buyer, and certified by any required Authority (such engineer's and Authorities' certificates being referred to herein collectively as the "Engineers' Certificates"), and suitable for the construction of Buyer's product; (b) caused all water and sewer services to be installed and stubbed to the lot, with each respective service including water meter boxes, meter setter and/or curb stop and sewer clean-outs set to grade and marked with a protective barrier; (c) caused all electricity, telephone, and cable television conduit to be installed and stubbed to the lot lines and capable of being energized for immediate service upon completion of a single-family residence on the lot; (d) caused all storm drain, water, sewer, curb, gutter, sidewalk and pavement frontage improvements to be constructed and installed; (e) caused all street signs and striping installed and street lights to be installed and energized; (f) caused all property corners to be surveyed and marked and all monumentation, perimeter walls and/or perimeter landscaping required by the Authorities or the improvement plans and specifications to be installed; (g) caused all fees (other than ordinary building permit fees and those certain park fees payable pursuant to that certain Park Development Agreement dated February 20, 1991, as amended by that certain Settlement Agreement Regarding Payment of Park Fees executed in August, 1994), exactions and assessments (except for the Improvement Act Bonds and the Mello-Roos Bonds, xxxx xx xxich shall be paid current by Seller, and prorated) to be paid in full by Seller; and (h) completed any and all off-site improvements, park area, open space or other public amenities required by the conditions of approval to the tentative subdivision map(s) and final map for the Property (the "Final Map") or by applicable Authorities that are necessary for construction and occupancy of residential units. 11.1.3 There are no mechanic's or materialman's liens or similar claims or liens now asserted against the Property for work performed or commenced prior to the date hereof other than as described in the Title Report. 11.1.4 Neither Seller nor, to the best of Seller's knowledge, any third party has used, generated, manufactured, stored or disposed any Hazardous Substance in, at, on, under or about the Property or transported any Hazardous Substance to or from the Property. To the best of Seller's knowledge, the Property is not in violation, nor has been or is currently under investigation for violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker health and safety, or to the environmental conditions in, at, on, under or about the Property including, but not limited to, soil and groundwater conditions, except as expressly set forth in that certain Level I Hazardous Materials Site Assessment Rancho Murieta Unit No. 6, dated March, 1992, prepared by W.E.S. Technology (xxx "Environmental Report"). To the best of Seller's knowledge, the Property has not, except as set forth in the Environmental Report, been subject to, and is not within 2,000 feet of, a deposit of any Hazardous Substance. To the best of Seller's knowledge, except as set forth in the Environmental Report, there has been no discharge, migration or release of any Hazardous Substance from, into, on, under or about the Property, and there is not now, nor has there ever been on or in the Property underground storage tanks or surface or below-grade impoundments, any asbestos-containing materials or any polychlorinated biphenyls used in hydraulic oils, electrical transformers or other equipment. Seller hereby assigns to Buyer as of each Close of Escrow all claims, counterclaims, defenses or actions, whether at common law, or pursuant to any other applicable federal or state or other laws which Seller may have against any third parties relating to the existence of any Hazardous Substance in, at, on, under or about the Property. Moreover, Seller shall defend, indemnify and hold harmless Buyer and its officers, directors, employees, agents, shareholders, attorneys and their respective representatives and successors in interest (collectively, the "Indemnitee") from any liability, loss, cost, damage or expense, including, without limitation, court costs, expert witness' fees and attorneys' fees, that Indemnitee may suffer or incur as a result of any claim, demand, action, cost or judgment made or obtained by any individual, partnership, cooperation, entity, governmental agency or person which arises out of or results from the presence or existence of Hazardous Substances above, below or on the Property to the extent that such Hazardous Substances are or were located in such locations prior to the applicable Close of Escrow. 11.1.5 To the best of Seller's knowledge, there are no endangered species or protected natural habitat, flora or fauna located on the Property (other than the requirement that any oak trees removed from the Property must be replaced pursuant to that certain Sacramento County Ordinance amending Ordinance No. 77-8D-10G regarding a Planned Unit Development known as Rancho Murieta), nor are there any areas of the Property that are or could be designated as wetlands. 11.1.6 There is no pending or threatened suit, action or arbitration, or legal, administrative, or other proceeding or governmental investigation, formal or informal, including but not limited to eminent domain, condemnation, assessment district or zoning change proceeding, or any judgment, moratorium or other government policy or practice which affects the Property or Buyer's anticipated development of the Property. 11.1.7 The Final Map has been approved by all applicable Authorities, subject only to the conditions indicated on the face thereof, and provides for the forty (40) lots comprising the Property. 11.1.8 To the best of Seller's knowledge, all grading and work of improvement performed by or on behalf of Seller on the Property has been performed in a good and workmanlike manner, strictly in accordance with applicable plans therefor approved by the Authorities, and neither such plans nor the grading and other work of improvement contain any error, omission or defect in design, material or workmanship. 11.1.9 Except as set forth on the face of the Final Map, Seller has not made any commitment or representation to any government authority, or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Buyer's ability to develop and improve the Property as a residential development, and will not make any such commitment or representation which would affect the Property or any portion thereof prior to each Close of Escrow, without Buyer's written consent, which consent Buyer may grant or withhold in its sole and absolute discretion. 11.1.10 To the best of Seller's knowledge, no seismic safety problem relating to the Property would prevent or impair residential development of the Property. 11.1.11 To the best of Seller's knowledge, Seller is unaware of any other fact that would preclude Buyer from developing the Property as a single-family residential subdivision. Each of the representations and warranties made by Seller in this Agreement, or in any certificate exhibit or on any document or instrument delivered in connection with this Agreement or the transactions contemplated hereinpursuant hereto, shall be true at and correct in all material respects on the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurateEffective Date, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will shall be deemed to have waived any right be made again as of recourse or damages against Seller resulting from such inaccuracy disclosed each Close of Escrow, and shall then be true and correct in the Supplemental Noticeall material respects. Upon receipt The truth and accuracy of a Supplemental Notice from Seller after the expiration each of the Due Diligence Periodrepresentations and warranties, Buyer shall have and the right to (a) terminate this Agreement upon written notice to performance of all covenants of Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth contained in this Agreement, are conditions precedent to the release of the Deposit to Seller and to each Close of Escrow. If Seller provides shall notify Buyer with a Supplemental Notice within ten (10) business days immediately of Closing, then Buyer shall have any facts or circumstances which are contrary to the right, at its option foregoing representations and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days warranties contained in order to analyze and review the issues disclosed in the Supplemental Noticethis Section 11.1.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller represents, warranties warrants and covenants contained to Buyer that, throughout the Delivery Period: (a) Seller owns or has the exclusive right to the Product sold under this Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right; (b) No portion of the Contract Quantity has been committed by Seller to any third party in this Agreement order to satisfy RAR or Local RAR or analogous obligations in any certificate CAISO or document delivered in connection with this Agreement non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and either Seller or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except a Unit’s owner or operator; (c) Each Unit is connected to the extent that Buyer has discoveredCAISO Controlled Grid, or is within the CAISO Control Area, and is under the control of CAISO; (d) Seller has provided Buyer shall, and each Unit’s SC, owner and operator is obligated to, comply with written notice Applicable Laws, including the Tariff, relating to the Product; (e) If Seller is the “Supplemental Notice”) prior to Closing owner of any Unit, the aggregation of all amounts of Local RA Attributes and RA Attributes that Seller has just become awaresold, assigned or transferred for any Unit does not exceed the Unit NQC for that a representation is untrue or inaccurateUnit; (f) Seller has notified the SC of each Unit that Seller has transferred the Unit Quantity to Buyer, and Buyer nevertheless elects not that the SC is obligated to terminate this Agreement deliver the Supply Plans in accordance with the Tariff fully reflecting such transfer; (g) Seller has notified the SC of each Unit that Seller is obligated to cause each Unit’s SC to provide to Buyer, at least fifteen (15) Business Days before the expiration relevant deadline for each RAR or Local RAR Showing, the Unit Quantity of the Due Diligence Period, or, if the Supplemental Notice each Unit that is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed submitted in the Supplemental Notice. Upon receipt of a Supplemental Notice from Supply Plan associated with this Confirmation for the applicable period; (h) Seller after has notified each Unit’s SC that Buyer is entitled to the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as revenues set forth in this Agreement. If Seller provides Buyer Section 4.3, and such SC is obligated to promptly deliver those revenues to Buyer, along with a Supplemental Notice within ten appropriate documentation supporting the amount of those revenues; (10i) business days The owner or operator of Closingeach Unit is obligated to maintain and operate each Unit using Good Utility Practice and, then Buyer shall have if applicable, General Order 167 as outlined by the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed CPUC in the Supplemental NoticeEnforcement of Maintenance and Operation Standards for Electric Generating Facilities Adopted May 6, 2004, and is obligated to abide by all Applicable Laws in operating such Unit; provided, that the owner or operator of any Unit is not required to undertake capital improvements, facility enhancements, or the construction of new facilities.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller hereby represents and warrants to, warranties and covenants contained in with, Buyer that: (a) Except for this Agreement and the Lease and those matters disclosed in the materials delivered to Buyer pursuant to Section 5 hereof, it is not aware of any other agreements or in leases with respect to the Property, including none of the following that will survive the Closing such as maintenance, service, or utility contracts (the "PROPERTY AGREEMENTS"); (b) It does not have any certificate actions or document delivered in connection with this Agreement proceedings pending, which would materially affect the Property or Tenant, except matters fully covered by insurance; (c) The consummation of the transactions contemplated hereunder, and the performance of this Agreement and the delivery of the warranty deed to Buyer, will not result in any breach of, or constitute a default under, any instrument to which Seller is a party or by which Seller may be bound or affected; (d) All of Seller's covenants, agreements, and representations made herein, and in any and all documents which may be delivered pursuant hereto, shall survive for one (1) year from the delivery to Buyer of the warranty deed and other documents furnished in accordance with this Agreement, and the provision hereof shall continue to inure for one (1) year to Buyer's benefit and its successors and assigns; (e) The Property is in good condition, substantially undamaged by fire and other hazards, and has not been made the subject of any condemnation proceeding; (f) Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transaction provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties; and this Agreement, when executed and delivered by Seller and Buyer, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms; (g) To the best of Seller's knowledge, the Property is presently not in violation of applicable environmental law, and contains no hazardous materials in excess of amounts allowed by applicable law except for the presence on the Property of such materials as may be held by Tenant in customary amounts for resale or maintenance of the Property; (h) Seller has not received from any governmental authority written notice of any violation of law, rule, regulation, permit, certificate, or approval or license, which has not heretofore been cured; (i) To the best of Seller's knowledge, there are no attachments, executions, assignments for the benefit of creditors or voluntary or involuntary proceedings in bankruptcy pending, or threatened against Seller; (j) The copies of all documents and other documents delivered by Seller to Buyer pursuant to this Agreement shall, to Seller's current actual knowledge, be true and complete in all material respects; provided, however, that Seller makes no representation or warranty whatsoever as to the contents or subject matter of any Documents, Information or other items prepared by third parties; (k) The Lease and Guaranty submitted to Buyer; (1) are true and complete copies of the Lease, with all exhibits attached, and Guaranty; (2) have not been modified, altered or amended; and (3) are in full force and effect without any uncured material default by either Landlord or Tenant. (l) Seller represents and warrants the transaction contemplated herein does not represent a fraudulent conveyance. All of Seller's representations and warranties shall be true at the date hereof and as of the Closing Date as though and shall survive the Closing for one (1) year; Buyer may not take any action for breach of such representations, representations and warranties and covenants were then again made, except to the extent that Buyer has discovered, or unless it shall have given Seller has provided Buyer with written notice of such breach in reasonable detail not later than a date that is one (1) year from the “Supplemental Notice”) prior to Closing that Date. Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to thirty (a) terminate this Agreement upon written notice to Seller within five (530) days to commence to cure any such breach after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon Buyer's timely written notice and so long thereafter as is reasonably necessary to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticecomplete such cure.

Seller’s Representations, Warranties and Covenants. 17.1. Any reference herein to Seller’s representations's knowledge, representation, warranty or notice of any matter or thing shall only mean such knowledge or notice that has actually been received by Michael Becker (hereinafter "Seller's Representative"), and axx xxxxxxxxxxxion or warranty of the Seller is based upon those matters of which the Seller's Representative has actual knowledge. Any knowledge or notice given, had or received by any of Seller's agents, servants or employees shall not be imputed to Seller, the general partner or limited partners of Seller, the subpartners of the general partner or limited partners of Seller or Seller's Representative. 17.2. Subject to the limitations set forth in Paragraph 17.1, Seller hereby makes the following representations and warranties, which representations and warranties are made to Seller's knowledge and covenants contained in which shall not survive Closing: (i) Seller has no knowledge of any pending or threatened litigation, claim, cause of action or administrative proceeding concerning the Property other than as disclosed on Exhibit M hereto (the "Disclosed Litigation"); (ii) Seller has the power to execute this Agreement or in any certificate or document delivered in connection with this Agreement or and consummate the transactions contemplated herein, shall be true at ; and (iii) the date hereof rent rolls which Seller has submitted to the Purchaser and updated as of the Closing Date are accurate. 17.3. Seller covenants that as though such representationsof the Closing Date, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement all apartments at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to Property which have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to been vacant for more than fourteen (a) terminate this Agreement upon written notice to Seller within five (514) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend immediately preceding the Closing Date ("14-Day Apartments") shall be cleaned and painted after the date such apartment has been vacated. Purchaser shall receive as its sole and exclusive remedy under this Paragraph , a credit against the Purchase Price of One Hundred Fifty and No/100 Dollars ($150.00) for up to ten (10) business days in order to analyze each 14-day Apartment which has not been painted and review the issues disclosed in the Supplemental Noticecleaned since such apartment has been vacated.

Seller’s Representations, Warranties and Covenants. A. Any reference herein to Seller’s representations's knowledge, representation, warranty or notice of any matter or thing shall only mean such knowledge or notice that has actually been received by Beth Goldstein (asset manager of the Property and who is in a xxxxxxxx xx xave a basis for having knowledge with respect to the Property) (hereinafter collectively referred to as the "Seller's Representative"), and any representation or warranty of the Seller is based upon those matters of which the Seller's Representative has actual knowledge. Any knowledge or notice given, had or received by any of Seller's agents, servants or employees (other than Seller's Representative) shall not be imputed to Seller, the general partner or limited partners of Seller, the subpartners of the general partner or limited partners of Seller or Seller's Representative. B. Subject to the limitations set forth in Paragraph A of this Paragraph 16, Seller hereby makes the following representations and warranties, which representations and warranties are made to the Seller's knowledge and covenants contained in this Agreement which shall, subject to Paragraph 16C, be remade at Closing: (i) Except for the matters disclosed on Exhibit N, Seller has no knowledge of any pending or in any certificate threatened litigation, claim, cause of action or document delivered in connection with this Agreement or administrative proceeding concerning the transactions contemplated herein, Property; (ii) The rent roll attached hereto as Exhibit L and which shall be true at the date hereof and updated as of the Closing Date accurately sets forth the number of tenants then in possession of the Property as though of the date of said rent roll, contains an accurate summary of the rental obligations, the expiration date, the security deposit and the delinquencies of each such representationstenancy as of the date of said rent roll; (iii) That the tenant leases evidencing such tenancies referred to in the rent roll are in full force and effect and have not been amended or modified except as set forth in the rent roll or in the leases made available to Purchaser for Purchaser's review; (iv) Seller has received no notice of any material default on the part of Seller under any said tenant leases; (v) Except as set forth in the rent roll, warranties no tenant under the leases as of the date of the rent roll is in material default of the payment of rent; (vi) That Seller will not collect any of the rent or other sums arising or accruing under any of the said tenant leases in advance of the time when they come due except for the benefit of Purchaser (and covenants were then again made, except Seller retains ownership of all accounts receivable for rents due for periods of time prior to the extent Closing); (vii) The Seller has not given or suffered any assignment, pledge or encumbrance with respect to any of the tenant leases or its interests thereunder except as additional collateral for the existing loan secured by the Property; (viii) Pending the Closing, Seller will not without the prior consent of Purchaser convey all or any portion of the Property; (ix) Except as shown on Exhibit M, there are no service contracts which in any manner affect or otherwise relate to the Property or the tenant leases; (x) Seller has full right, power and authority to enter into this Agreement and consummate the transaction contemplated hereby; (xi) Seller and all persons or entities having beneficial interests in the Property are "United States Persons," as defined in Section 1445(f)(3) and Section 7701(g) of the Internal Revenue Code of 1986, as amended, and the purchase of the Property by Purchaser as contemplated herein will not be subject to the withholding requirements of Section 1445(a) of the Code; (xii) Except as set forth in the Existing Report, Seller has not received any notice from any governmental authority having jurisdiction over the Property of any uncured violation of any Environmental Law with respect to the Property. Seller has not commissioned any environmental report with respect to the Property other than the Existing Report; and (xiii) Seller has not received written notice from any third party of any structural defects that Buyer has discoveredwould render the Property unusable as an apartment complex. C. If at any time after the execution of this Agreement, either Purchaser or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that aware of information which makes a representation and warranty contained in this Agreement untrue in any material respect, said party shall promptly disclose said information to the other party hereto. Provided the party making the representation or warranty did not take any deliberate actions to cause the representation or warranty in question to be or become untrue in any material respect, said party shall not be in default under this Agreement and the sole remedy of the other party shall be to terminate this Agreement. Notwithstanding anything contained herein to the contrary, if the status of any of the tenancies changes from the date of the rent roll attached hereto and the date of the rent roll delivered at Closing, provided the change in status is untrue or inaccuratenot caused by a breach of Seller's covenants contained in Paragraph 16D herein, and Buyer nevertheless elects then Purchaser shall not have the right to terminate this Agreement at or make any claim for a breach of a representation or warranty hereunder involving the expiration rent roll or tenancies thereunder. Purchaser and Seller are prohibited from making any claims against the other party hereto after the Closing with respect to any breaches of the Due Diligence Periodother party's representations and warranties contained in this Agreement that the claiming party has actual knowledge of prior to the Closing. The parties agree that the representations contained herein shall survive Closing for a period of sixty (60) days (i.e., or, if the Supplemental Notice is delivered after claiming party shall have no right to make any claims against the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt other party for a breach of a Supplemental Notice from Seller representation or warranty after the expiration of the Due Diligence Period, Buyer shall have the right to sixty (a) terminate this Agreement upon written notice to Seller within five (560) days after receipt of immediately following Closing). D. Seller covenants to operate and manage the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed Property in the Supplemental Noticesame manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Seller’s Representations, Warranties and Covenants. Seller hereby makes the following representations and warranties to Purchaser, and hereby covenants with and for the benefit of Purchaser as follows: (i) To Seller’s representationsknowledge, warranties Seller is a duly organized and covenants contained in validly existing Delaware corporation. Seller has all requisite power and authority to conduct its business and enter into and consummate the transactions contemplated by this Agreement and the Assignment. (ii) Seller does not require the consent, waiver, approval or authorization of any third party to execute, deliver, or perform its obligations under this Agreement or in any certificate document, instrument or document delivered in connection with this Agreement or agreement contemplated hereby, except any of the transactions contemplated herein, foregoing that shall be true at the date hereof and have already been satisfied as of the Closing Date as though such representationsDate. (iii) This Agreement, warranties the Assignment and covenants were then again madeevery and other document delivered by Seller pursuant to this Agreement will, except upon execution and delivery, have been duly authorized, executed and delivered by Seller and constitute legal, valid and binding obligations, enforceable against Seller in accordance with their respective terms. (iv) To Seller’s knowledge, Seller owns one hundred percent (100%) of the Membership Interests in and to the extent that Buyer has discoveredGreenhouse, or Seller has provided Buyer with written notice not heretofore assigned or transferred such Membership Interests, and there are no charges, liens or other encumbrances upon such Membership Interests other than a loan from MFA Mortgage Investments, Inc. to Greenhouse in the amount of $400,000.00 (the "Inter-Company Loan”), the Existing Loan Documents, the Permitted Encumbrances and the Operating Agreement. (v) To Seller’s knowledge, attached hereto as Exhibit F is a true, correct and complete copy of the Operating Agreement and all amendments thereto, executed and delivered by Seller (the “Supplemental NoticeGreenhouse Operating Agreement”). (vi) prior Neither Seller nor Greenhouse has (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by their respective creditors; (iii) suffered the appointment of a receiver to Closing take possession of all or substantially all of their respective assets; or (iv) suffered the attachment or other judicial seizure of all, or substantially all, of their respective assets. (vii) To Seller’s knowledge, there is no litigation, action, suit or proceeding pending or threatened against Seller, Greenhouse or the Property which would have a materially adverse effect or result in a material Liability to Purchaser, Greenhouse or the Property following the Closing. (viii) To Seller’s knowledge, none of (i) the current officers of Seller (which shall mean and be limited to Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxxx) or (ii) the current officers of Greenhouse (which shall mean and be limited to Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxxx) has, on behalf of Greenhouse, entered into any material written contract that will bind Greenhouse after the Closing, except as otherwise known by, disclosed to or recommended by the property manager for the Property or any of its affiliates (including, without limitation, Purchaser and its affiliates). (ix) Seller has just become awarenot relied on Purchaser or Purchaser’s counsel for any legal, that a representation is untrue tax or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticeaccounting advice.

Seller’s Representations, Warranties and Covenants. Seller’s In addition to the representations, warranties and covenants of Seller contained in other paragraphs of this Agreement, Seller hereby represents, warrants and covenants to Buyer as follows, all of which shall survive the Close of Escrow, and any investigation or knowledge of Buyer prior to the Close of Escrow: 4.1.1. Seller is a Delaware corporation, duly organized and in good standing under the laws of the State of Delaware and duly authorized to do business in the State of California. Seller has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly authorized and entered into by Seller and the parties signing on behalf of Seller, and upon delivery to and execution by Buyer, shall be a valid and binding agreement of Seller. Seller has not alienated, encumbered, transferred, leased, assigned or otherwise conveyed its interest in the Property or any portion thereof except as set forth in the PTR, nor entered into any Agreement to do so, nor shall Seller do so prior to the Close of Escrow. The entering into and performance by Seller of the transactions contemplated by this Agreement will not violate or breach any agreement, covenant or obligation binding on Seller, and there is no consent required from any third party before the Property may be conveyed to Buyer. 4.1.2. To Seller’s knowledge, there are no mechanic’s or materialman’s liens or similar claims or liens now asserted against the Property for work performed or commenced prior to the date hereof; and Seller shall timely satisfy and discharge any and all obligations relating to work performed on or conducted at or materials delivered to the Property from time to time in order to prevent the filing of any claim or mechanic’s lien with respect thereto. 4.1.3. Except as set forth in the Environmental Reports attached hereto as Exhibit I Seller has not and, to Seller’s knowledge, no third party has used, generated, transported, discharged, released, manufactured, stored or disposed of any Hazardous Material from, into, at, on, under or about the Property in violation of any Environmental Law. Except as set forth in the Environmental Reports attached hereto as Exhibit I, to Seller’s knowledge, (a) the Property is not in violation, nor has been or is currently under investigation for violation of any Environmental Law; (b) there has been no migration of any Hazardous Material from, into, at, on, under or about the Property in violation of any Environmental Law; and (c) there is not now, nor has there ever been on or in the Property underground storage tanks or surface or below-grade impoundments used to store, treat or handle Hazardous Materials or debris or refuse buried in, on or under the Property. For purposes of this Agreement, the term “Hazardous Substance” shall be defined as set forth in Exhibit D attached hereto. 4.1.4. To Seller’s knowledge, other than the documents identified as the Permitted Environmental Exceptions, there is no suit, action or arbitration, or legal, administrative, or other proceeding or governmental investigation, formal or informal, including but not limited to eminent domain, condemnation, assessment district or zoning change proceeding, pending or threatened, or any judgment or moratorium directly and adversely affecting the Property or Buyer’s anticipated development of the Property, or which adversely affects Seller’s ability to perform hereunder. 4.1.5. Seller is not in default under the provisions of any deed of trust or other encumbrance, lien or restriction on the Property which would permit foreclosure on the Property by a third party. 4.1.6. Other than commitments contained in the documents identified as the Permitted Environmental Exceptions, Seller has not made any commitment or representation to any government authority, or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would materially interfere with Buyer’s ability to develop and improve the Property as a residential development. Seller will not make any such commitment or representation which would materially and adversely affect the Property or any portion thereof prior to the Close of Escrow (other than such commitments that shall terminate on or prior to Closing), without Buyer’s written consent, which consent shall not be unreasonably withheld. 4.1.7. Seller and any entity or person that owns or controls Seller are not bankrupt or insolvent under any applicable Federal or state standard, have not filed for protection or relief under any applicable bankruptcy or creditor protection statute and have not been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute. Seller is not entering into the transactions described in this Agreement with an intent to defraud any creditor or to prefer the rights of one creditor over any other. Seller and Buyer have negotiated this Agreement at arms length and the consideration paid represents fair value for the assets to be transferred. 4.1.8. Other than documents identified as the Permitted Environmental Exceptions, there are no leases, rental agreements nor other contracts of any kind or nature entered into by Seller affecting the Property and Seller shall not enter into any such contracts during the term of this Agreement which cannot be terminated on or prior to Closing, without the prior written consent of Buyer which consent shall not be unreasonably withheld. Each of the representations and warranties made by Seller in this Agreement, or in any certificate Exhibit or on any document or instrument delivered in connection with this Agreement or the transactions contemplated hereinpursuant hereto, shall be true at and correct in all material respects on the date hereof hereof, and shall be deemed to be made again as of the Closing Date as though such representationsClose of Escrow, warranties and covenants were shall then again madebe true and correct in all material respects; provided, except however, that notwithstanding anything to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Notice.contrary contained in

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller hereby represents, warranties warrants and covenants contained in this Agreement the following, as of the date hereof: (a) Seller represents and warrants that, except as indicated on Exhibit J hereto, it has kept, observed and performed all of the material obligations to be performed on a timely basis by Seller as landlord under the Tenant Leases, as ground lessee under the Ground Leases and, except as otherwise set forth herein, under the Gilroy Ground Lease, as borrower under the Assumed Debt Documents and as owner under the Assumed Contracts. All individual repair or in any certificate or document delivered maintenance work orders for individual tenants required under written agreements made by Seller with the tenants (other than their respective Leases) and all tenant improvement costs in connection with this Agreement or the transactions contemplated hereinLeases, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that which Buyer has discovered, or Seller has provided Buyer with written notice agreed to assume are set forth in Exhibit F attached hereto (the “Supplemental Notice”"Assumed Tenant Improvement Costs") prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at shall receive a credit against the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite Purchase Price for such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or amounts. (b) elect Seller represents and warrants that it has not entered into any written or oral service, management, maintenance or real estate commission contract or any other agreement affecting the Property that has not been fully performed and paid by Seller except as indicated on Exhibit K, or terminated by Seller (without cost to proceed Buyer) on or before the Closing Date, other than Contracts Being Assumed. (c) Seller covenants that for a period of two (2) years after the Closing Date, on Buyer's request and with closing reasonable notice, Seller shall make all of its records relating to the transaction as set forth in this Agreement. If Seller provides Property available to Buyer with a Supplemental Notice within ten (10) business days of Closingfor inspection, then copying and audit by Buyer or Buyer's agents, provided that Buyer shall have the reimburse Seller for its reasonable out of pocket expenses in connection therewith. (d) Seller represents and warrants that it has not sold, assigned or conveyed any right, title or interest whatsoever in or to the Property (other than the Tenant Leases, Ground Leases and the Assumed Contracts), and no liens, security interests, easements, encumbrances, charges (other than charges to be adjusted or paid at its option Closing) or title conditions affecting the Property, other than the Permitted Exceptions and upon written notice other than those liens and encumbrances relating to Sellerthe Assumed Debt, exist with respect thereto. (e) Seller represents and warrants that it has not entered into, terminated, altered, amended or otherwise modified, supplemented or granted consent under any of the Ground Leases, except as otherwise disclosed to extend Buyer in writing. (f) Seller represents and warrants that it has not entered into, altered, amended or otherwise modified, supplemented or granted consent under any of the Closing Date for up Assumed Debt Documents, except as otherwise disclosed to ten (10) business days Buyer in order to analyze and review the issues disclosed in the Supplemental Noticewriting.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller makes (i) the following representations and warranties as of the date hereof, warranties each and covenants contained in all of which shall also be true as if made on the date of Settlement, and (ii) the following covenants: (a) Seller is a general partnership, duly formed and existing under the laws of the State of New Jersey. Seller has full and absolute power and authority to enter into this Agreement and all ancillary documents delivered pursuant hereto, and to perform all of its obligations hereunder. The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder have been duly authorized by all requisite action and no further action or approval is required (except as may be set forth herein) in order to constitute this Agreement as a binding and enforceable obligation of Seller, including, but not limited to, the authority to sell, assign and transfer the Property subject to the limitations and qualifications set forth herein. (b) That until Settlement Seller will (i) continue the operation of the Property in the manner in which currently operated and will not defer any certificate necessary maintenance thereto (including continued ordinary maintenance of mechanical, electrical, plumbing and HVAC systems), (ii) not commit or document delivered knowingly permit to be committed any waste to the Property, (iii) not remove any item of Personal Property from the Property or Improvements, (iv) not enter into any lease, occupancy agreement or service contract without the prior written consent of Purchaser, except as otherwise allowed in Section 12, (v) not enter into any agreement or instrument or take any affirmative action which would constitute an encumbrance on the Property or which would bind Purchaser or the Property after Settlement, without the prior written consent of Purchaser, except as otherwise allowed in Section 12, (vi) not sell or enter into any contract to sell, or market for sale, the Property or any portion thereof, and (vii) continue the insurance currently carried by Seller, or such replacements thereof, on the Property, in amounts and in such form as Seller may determine using commercially reasonable judgement. (c) Other than the Permitted Encumbrances, there are no management, maintenance or service contracts or other agreements of any kind affecting the Property executed by Seller or otherwise, nor are there any warranties, licenses permits or authorizations affecting the Property. (d) There are no leases, subleases, occupancies or tenancies in effect pertaining to the Property. (e) Seller is not currently undertaking to modify the zoning classification of the Property. (f) There are no condemnation proceedings, written notices of code or legal violations, or litigation of any kind, which are pending or outstanding, or to the best of Seller's knowledge, threatened against Seller or the Property and which affects (or would affect) the Property or Seller's ability to perform its obligations under this Agreement. The foregoing does not constitute a representation by Seller that the Property is in compliance with all current applicable code and legal requirements. (g) The execution and delivery of this Agreement, and the performance by Seller of its obligations under this Agreement, is not prohibited by, and will not violate, any agreement, judicial order or other undertaking to which the Seller or the Property is subject or bound. (h) To Seller's knowledge, there are no underground storage tanks under, nor any asbestos or asbestos-containing materials which are incorporated within any improvements upon, or otherwise located in, on, or under the Property. Seller has provided to Purchaser full and complete disclosure of all studies and information in Seller's possession (or which are readily available to Seller) regarding the environmental condition of the Property, and the presence of any hazardous substances and materials which are regulated under any federal, state or local environmental laws, regulations or ordinances (collectively, such materials are referred to as "Hazardous Materials"). The representations and warranties contained herein shall continue for a period of nine (9) months following Settlement. Purchaser shall not be entitled to pursue any claim against Seller after closing in connection with this Agreement the breach of any representation or the transactions contemplated herein, shall be true at the date hereof warranty of Seller set forth herein if and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, Purchaser had actual knowledge of the existence of such breach or Seller has provided Buyer with written notice (the “Supplemental Notice”) inaccuracy prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticemaking Settlement hereunder.