Common use of Seller’s Representations Clause in Contracts

Seller’s Representations. Seller represents and warrants to Purchaser as of the date of this Agreement and as of Closing, as follows: (a) Seller owns fee simple title to the Property. (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller represents and warrants to Purchaser as of the date of this Agreement and as of Closing, as follows: (a) Seller owns a beneficial interest in fee simple title to the PropertyProperty pursuant to that certain Installment Sales Agreement between Seller and Philadelphia Authority for Industrial Development. (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller represents and warrants to Purchaser Buyer that: a. Seller has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; b. The Seller has not entered into any other Agreement for the sale of the Premises nor does any person or entity other than Buyer have any right or option to acquire the Premises. c. Seller has not received written notice, and Seller is not aware, of pending or contemplated condemnation proceedings affecting the Premises or any part thereof as of the date of this Agreement Agreement, and, if Seller receives any such written notice or such information prior to Closing, Seller agrees to provide Buyer with such information, including a copy of any written notice. d. Seller has not received written notice, and Seller is not aware, of any default or breach under any covenant, condition, restriction, right-of-way or easement affecting the Premises, or any portion thereof as of the date of this Agreement, and, if Seller receives any such written notice or such information prior to Closing, as follows: (a) Seller owns fee simple title agrees to the Propertyprovide Buyer with such information, including a copy of any written notice. (be. Seller is a corporation of the State of New Jersey in good standing. f. Seller has not received any written notice, and Seller is not aware, of existing violations of any Federal, State, County, municipal or local laws, ordinances, orders, regulations or requirements affecting the Premises as of the date of this Agreement, and, if Seller receives any such written notice or such information prior to Closing, Seller agrees to provide Buyer with such information, including a copy of any written notice. g. Seller has not received any written notice from the holder(s) There are no leases or other rights of parties in possession any mortgages upon the Premises, any insurance company which has issued a policy with respect to the Property except for the Resident Agreements. The copies Premises, or any board of the Resident Agreements provided fire underwriters (or other body of similar functions) claiming any default in Seller's performance under said documents and, if Seller receives any such written notice prior to Purchaser are trueClosing, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the SellerSeller agrees to provide Buyer with a copy thereof. (c) There are h. Seller has received no proceedings written notice, and Seller is not aware, of any litigation or investigations administrative or governmental proceeding pending or, to Seller’s knowledge, threatened, or threatened against or relating to the Property title to the Premises or which relate to condemnation or the exercise would materially adversely affect Buyer's purchase, ownership, operation of, construction and development of the right of eminent domain Premises as to any part of the Property date of this Agreement, and, Seller shall give to Buyer prompt notice of the institution of any such litigation or purchase in lieu thereof. (d) proceeding prior to the Closing of which Seller has received no receives written notice that either the Property or the use thereof violates any lawsof which Seller becomes aware, rules or regulations and Seller agrees to provide Buyer with such information including a copy of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the written notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. (a) Each Seller represents is authorized to sell the Shares in this transaction and warrants to Purchaser as upon completion of the date transaction the Purchaser will receive good and marketable title to the Shares from such Seller, free and clear of this Agreement any encumbrance, lien, claim, charge, security interest, or other interests. (b) Each of the Sellers, severally and as of Closingnot jointly, acknowledges and agrees as follows: (a) such Seller owns fee simple title has received and carefully reviewed the Annual Report of SMCG on Form 10-K for the fiscal year ended 2013 and all subsequent public filings of SMCG with the Securities and Exchange Commission, other publicly available information regarding SMCG, and such other information that it and its advisers deem necessary to the Property.make its decision to enter into this Agreement; (b) There are no leases or such Seller has made its own decision to consummate the transaction based on its own independent review and consultations with such investment, legal, tax, accounting and other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except advisers as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller.it deemed necessary; (c) There are no proceedings such Seller has made its own decision concerning the transaction without reliance on any representation or investigations pending orwarranty of, to Seller’s knowledgeor advice from, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof.Purchaser; (d) Purchaser possesses material nonpublic information not known to such Seller has received no written notice that either may impact the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction value of the issuer of Shares (the notice“Information”), that Purchaser is unable to disclose to such Seller. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against such Seller understands, based on its experience, the disadvantage to which such Seller is subject due to the disparity of information between the Purchaser and the such Seller. (f) This Agreement Notwithstanding this Information and disparity, such Seller has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of deemed it appropriate to enter into this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject.Agreement; (g) To Purchaser shall have no liability to such Seller, whatsoever due to or in connection with Purchaser’s use or non-disclosure of the Information as a result of the transaction contemplated hereby, and such Seller hereby irrevocably waives any claim that it might have based on the failure of the Purchaser to disclose the Information. (h) Purchaser is relying on such Seller’s knowledgerepresentations in this Section 4 (which are the only representations and warranties being made by the Sellers) as a condition to proceeding with the transaction. Without such representations and agreements, except as set forth the Purchaser would not engage in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seqtransaction., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller hereby represents and warrants to Purchaser to the best of Seller’s knowledge and belief and except as of set forth in that certain schedule (the date of this Agreement “Disclosure Schedule”) attached hereto as Exhibit H and as of Closingmade a part hereof for all purposes, as follows: (a) Seller owns fee simple title is a duly organized, validly existing limited liability company in good standing under the laws of the State of Missouri and is authorized to conduct business in the State of Missouri. Purchaser understands that the person signing this Contract on behalf of Seller has not yet been duly authorized by Seller to sign this Contract or close hereunder. The person signing this Contract on behalf of Seller shall have no liability under this Contract. Purchaser agrees that Seller’s obligations hereunder shall be conditioned on obtaining valid consent and authority for this Contract, Closing hereunder and the execution of the documents required for Closing hereunder. If Seller is unable to obtain such authority and consent, Seller may terminate this Contract. (b) Seller has received no written notice of any (and, to Seller’s actual knowledge, there is no) current, proposed or threatened eminent domain or similar proceeding, or private purchase in lieu of such proceeding, for the taking of the Property. (bc) There are no leases or other rights Seller has not received any written notice of parties in possession with respect to a claim that the Property except for does not comply with any federal, state, county, city or any other laws, ordinances, rules and regulations, including, but not limited to, those relating to environmental, zoning, land use and division, building, fire, health and safety matters, of any government or any agency, body or subdivision thereof bearing on the Resident Agreements. The copies construction of the Resident Agreements provided to Purchaser are true, correct Improvements and complete. Except as set forth on the Censusoperation, there are no current monetary defaults under any of the Resident Agreements by any of the residents ownership or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part use of the Property or purchase in lieu thereof(collectively, “Applicable Laws”), which noncompliance Seller has not cured. (d) Seller has received no written notice that either of any pending or threatened, litigation which does or would affect the Property or Seller’s ability to fulfill all of its obligations under this Contract. Except as set forth in the use thereof violates any lawsDisclosure Schedule, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved there are no outstanding claims on Seller’s insurance policies which claims relate to the satisfaction of the issuer of the noticeProperty. (e) No bankruptcy Seller has delivered to Purchaser true and complete copies of the Lease. To Seller’s actual knowledge, no material default or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions breach exists on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Sellerany tenant under the Lease. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s actual knowledge, Seller as landlord has fully completed all construction obligations and all tenant improvements specified in the Lease to be the responsibility of the landlord thereunder and has paid all tenant improvement costs, allowances and leasing commissions applicable thereto and no such costs are payable at any time hereafter. Seller has not received any written notice of any default or breach on the part of the landlord under the Lease, nor, to Seller’s actual knowledge, does there exist any default or breach on the part of the landlord thereunder. Except as set forth in the Lease, no Lease grants any tenant any right to purchase all or any portion of the Property. To Seller’s knowledge and except as set forth in the Environmental Site AssessmentsDisclosure Schedule, there are no agreements which would require the payment of a leasing commission by the landlord upon any renewal or expansion of an existing Lease or new Lease executed or otherwise exercised after the Effective Date. There are no pending contracts for the sale of all or any portion of the Property. Seller hereby discloses that the Lease is not guaranteed and Seller intends to amend the Lease by having a third amendment to lease fully executed before Closing. (f) There are no Service Contracts or other written agreements for services, supplies or materials to which Seller is a party or is obligated which affect the use, operation or management of the Property does and which shall bind the Property after Closing. (g) Seller has not contain received any Hazardous Materials (as hereinafter defined) in written notice concerning any alleged violation of any applicable lawsenvironmental law, and the Property rule or regulation which remains uncured. (h) Purchaser has not been used no obligation to continue to employ any persons presently employed by Seller for at the Property. (i) Seller is not a landfill foreign corporation, foreign partnership, foreign trust or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, foreign estate (as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunderInternal Revenue Code (“Code”)), and all applicable federal, state and local laws, rules and regulations relating is not subject to the environment, as any provisions of Sections 897(a) or 1445 of the same may be amended from time Code related to timethe withholding of sales proceeds to foreign persons.

Seller’s Representations. a. In addition to the representations contained elsewhere in this Agreement, Seller represents and warrants to Purchaser that as of the date of this Agreement and as of Closing, as followson the Closing Date that: (a) Seller owns fee simple title i. It has the power and authority to enter into this Agreement and to consummate the Property. transaction provided for herein; (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This this Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes is a valid and binding agreement of Seller; (c) the person executing this Agreement has the authority to do so and the power to bind Seller thereby; (d) neither the execution of this Agreement nor consummation of the transaction contemplated hereunder requires the consent of any other person, firm, corporation, court, governmental or quasi-governmental authority nor will either such execution or consummation constitute a violation or breach by Seller of any agreement to which Seller is a party or court order or decree; ii. It has not received any written notice of any condemnation or eminent domain proceeding with regard to all or any part of the Property; iii. No prior tenant or any third party has or had any lease or agreement conferring any right or estate in all or any portion of the Property including, without limitation, any option or right of first refusal to purchase all or any portion of the Property; iv. There are no tenants at the Property other than Seller and that no party other than Seller is in possession, or has any rights to occupy or possess any portion, of the Property. v. That Seller, as the sole occupant of the Property, has no security deposit and has no written lease, occupancy or license or other agreement governing Seller's occupancy of the Property. vi. It is not now a party to any litigation with respect to the Property and Seller knows of no litigation affecting the Property and Seller shall give to Purchaser prompt notice of the institution or threat of any such litigation prior to the Closing Date; vii. It now owns legal and beneficial title to the Property, free and clear of all liens and encumbrances, except for the Permitted Exceptions; viii. It agrees to not suffer any default in the payment of principal or interest or in the maintenance of the Property or any other condition which may permit the holder of any mortgage encumbering the Property to declare the same due and payable; all existing mortgages are non-participating and there has been no modifications thereto which have not been exhibited to Purchaser; ix. It has not transferred or agreed to transfer any development or air rights pertaining to the Property and has no knowledge of such transfer or agreement to do so by any former owner of the Property; x. It has not received notice of any mechanic's liens, sidewalk assessments, emergency repair liens or notices to repair sidewalks; and xi. It is not a "foreign person", as such term is defined in the Internal Revenue Code of 1986, as amended (the "Code). The execution provisions of this Paragraph 13(a) shall survive the Closing Date. b. Between the date of this Agreement and the consummation of Closing hereunder does not Closing, Seller shall continue to operate, maintain and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or repair the Property is subjectin its usual and customary manner. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller represents hereby, to the best of Seller's knowledge, represents, warrants and warrants covenants to Purchaser which representations, warranties and covenants are now true, hereafter shall continue to be true and shall be true as of the date of this Agreement and Closing Date (except as of Closingotherwise provided herein to the contrary), as follows: (a) a. Seller owns fee simple title is duly organized and validly existing under the laws of the State of New Jersey and fully authorized to transact business and to own and convey property and has full power and right to enter into and perform this Agreement, and the execution and delivery of this Agreement, and the consummation of the transactions contemplated herein by Seller, have been duly authorized by all necessary acts, do not require any governmental consents and will not violate any provision of any agreement or result in the breach of or constitute a default under any agreement to which Seller is a party or by which Seller is bound under any permit, judgment, decree, order, statute, rule or regulation applicable to Seller or to the PropertyPremises except that Seller is required to obtain the Final Order. (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. b. Except as set forth on the Censusannexed Schedule B, there are is no current monetary defaults under tenancy or other occupancy in the Premises or any part thereof. c. To the best of Seller's knowledge, information and belief, as of the Resident Agreements by any of the residents date hereof, there is no pending or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to best of Seller's knowledge threatened condemnation of all or the exercise of the right of eminent domain as to any part of the Property Premises. d. To the best of Seller's knowledge, information and belief as of the date hereof, there is no pending assessment (nor is Seller aware of any such pending assessment) for municipal improvements applicable to the Premises. e. At Closing, there shall be no mortgage or purchase in lieu other liens upon the Premises which cannot be extinguished through the Final Order. f. Except for the Seller's Chapter 11 case, Seller does not have knowledge of any pending or threatened actions or proceedings before any court or administrative agency which will materially adversely affect the ability of Seller to perform Seller's obligations under this Agreement. g. Except as set forth on the annexed Schedule C, Seller does not have knowledge of any pending foreclosure action or similar proceeding affecting the Premises or any portion thereof. (dh. Seller does not have knowledge of any legal actions, suits, or other legal or administrative proceedings, pending or threatened against the Premises, nor that any such action, suit, proceeding or claim has been threatened or asserted against Seller or the Premises, nor that there is any proceeding pending or presently being prosecuted for the reduction of the assessed valuation of taxes or other impositions payable in respect of any portion of the Premises. i. Seller does not have knowledge of any pending or threatened governmental or private proceedings which would impair or result in the termination of access from the Premises to abutting public highways, streets and roads. j. Seller does not have knowledge of, or reason to believe that there are mines, limestone deposits, or other subsurface conditions on the Premises which would have a materially adverse effect on the Purchaser's Intended Use. k. No persons other than Seller have any rights, inchoate or otherwise, to dower or courtesy or any other marital rights in the Premises. l. Seller is not a "foreign person" as such term is defined under Section 1445(f)(3) of the Code. m. Seller has received made no written notice that either agreements to pay any commissions or other compensation to any brokers or agents in connection with this Agreement, has had no dealings with any broker or agent with respect to this Agreement or with respect to listing or offering the Property Premises upon which any such broker or the use thereof violates any laws, rules agent would be entitled to a commission or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the noticeother compensation. (e) No bankruptcy or insolvency proceedings n. There are pending or contemplated by or real estate taxes and tax liens outstanding against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered Premises which will be paid by Seller and constitutes discharged at Closing. o. No one other than Purchaser has a valid and binding agreement contract, option or right of first refusal to purchase the Premises or any part thereof. p. At the Closing, there will be no unpaid bills or claims which may give rise to a lien against the Premises. q. To the best of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its 's knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledgeinformation and belief, except as set forth in the Environmental Site AssessmentsDEP conditionally approved Remediation Investigation Workplan, Seller has no knowledge of any underground storage tanks located on or under the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable lawsPremises, and there are no sumps, clarifiers or uncapped on-site wells located on or under the Property has Premises. Seller notes that it bxxxxxes that there is an underground septic tank with regard to each building at the Premises, which septic tanks have not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined utilized since the Premises received public sewer service in 42 U.S.C. §§9601 et seqthe late 1980's., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller hereby represents and warrants to Purchaser except as of set forth in that certain schedule (the date of this Agreement “Disclosure Schedule”) attached hereto as Exhibit J and as of Closingmade a part hereof for all purposes, as follows: (a) Seller owns fee simple title is a duly organized, validly existing limited partnership under the laws of the State of Indiana and is authorized to conduct business in the PropertyState of Texas. This Contract has been duly authorized, executed and delivered by Seller, and is and at the time of the Closing will be a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors. (b) There are Seller has received no leases written notice of any (and, to Seller’s actual knowledge, there is no) current, proposed or other rights threatened eminent domain or similar proceeding, or private purchase in lieu of parties in possession with respect to such proceeding, which would affect the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under in any of the Resident Agreements by any of the residents or the Sellerway whatsoever. (c) There are no proceedings Seller has not received any written notice of a claim that the Property does not comply with any federal, state, county, city or investigations pending orany other laws, to Seller’s knowledgeordinances, threatenedrules and regulations, against or including, but not limited to, those relating to environmental, zoning, land use and division, building, fire, health and safety matters, of any government or any agency, body or subdivision thereof bearing on the Property which relate to condemnation or the exercise construction of the right of eminent domain as to any part Improvements and on the operation, ownership or use of the Property or purchase in lieu thereof(collectively, “Applicable Laws”), which noncompliance Seller has not cured. (d) Seller has received no written notice that either of any pending or threatened, litigation which does or would affect the Property or Seller’s ability to fulfill all of its obligations under this Contract. Except as set forth in the use thereof violates any lawsDisclosure Schedule, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved there are no outstanding claims on Seller’s insurance policies which claims relate to the satisfaction of the issuer of the noticeProperty. (e) No bankruptcy Seller has delivered to Purchaser true and complete copy of the Lease. To Seller’s actual knowledge, no material default or insolvency proceedings breach exists on the part of Tenant under the Lease. To Seller’s actual knowledge, Seller, as landlord, has fully completed all construction obligations and all tenant improvements specified in the Lease to be the responsibility of the landlord thereunder and has paid all tenant improvement costs, allowances and leasing commissions applicable thereto and no such costs are payable at any time hereafter. Seller has not received any written notice of any default or breach on the part of the landlord under any of the Lease, nor, to Seller’s actual knowledge, does there exist any default or breach on the part of the landlord thereunder. Except as set forth in the Disclosure Schedule, there are no agreements which would require the payment of a leasing commission by the landlord upon any renewal or expansion of the Lease. There are no pending contracts for the sale of all or contemplated by or against Sellerany portion of the Property. (f) This Agreement has been duly authorized Except as disclosed to Purchaser, there are no Service Contracts or other written agreements for services, supplies or materials affecting the use, operation or management of the Property entered into by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution Seller has delivered to Purchaser true, complete and correct copies of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subjectall Service Contracts. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does Seller has not contain received any Hazardous Materials (as hereinafter defined) in written notice concerning any alleged violation of any applicable lawsenvironmental law, and the Property has not been used rule or regulation which remains uncured. (h) As a condition of Closing, Purchaser shall have no obligation to continue to employ any persons presently employed by Seller for at the Property. (i) Seller is not a landfill foreign corporation, foreign partnership, foreign trust or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, foreign estate (as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunderInternal Revenue Code (“Code”)), and all applicable federal, state and local laws, rules and regulations relating is not subject to the environment, as any provisions of Sections 897(a) or 1445 of the same may be amended from time Code related to timethe withholding of sales proceeds to foreign persons. (j) (i) Seller is (A) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list

Seller’s Representations. Except as otherwise disclosed in writing to Buyer, Seller warrants and represents to Buyer as follows: 4.1.1 Seller is a limited liability company validly formed in the State of Delaware. Seller has full power and warrants authority to Purchaser enter into this Agreement, to perform this Agreement and has full power and authority to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and all documents contemplated hereby by Seller have been (or will be on or before Closing) duly and validly authorized by all necessary action on the part of Seller and all required consents and approvals have been duly obtained (or will be on or before Closing) and will not result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which Seller is a party. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. 4.1.2 Seller has good and marketable title to the Property, including, without limitation, the ground leasehold interest in the Land pursuant to the Ground Lease, subject only to the conditions of title set forth in the Preliminary Report. Seller has granted no, and to Seller’s knowledge there are no, outstanding rights of first refusal, rights of reverter or options to purchase relating to the Property or any interest therein, other than as set forth in the Ground Lease or in any recorded declaration or similar recorded instrument affecting the Property. Seller has not executed any unrecorded or undisclosed documents or other matters which affect title to the Property and Seller has no knowledge of any other such documents executed by other parties. 4.1.3 Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended (the “Code”). 4.1.4 Neither Seller nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.1.5 No authorization, consent, or approval of any governmental authority (including courts) is required for the execution and delivery by Seller of this Agreement or the performance of its obligations hereunder. 4.1.6 Seller has not received written notice of any actions, suits or proceedings pending, or, to Seller’s knowledge, threatened against (i) any portion of the Property, or (ii) affecting Seller. 4.1.7 Seller has not (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 Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. 4.1.8 Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (a) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Seller, or (b) to Seller’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument. 4.1.9 Seller has not entered into any material commitments or agreements with any governmental authorities or agencies affecting the Property except as provided in the Property Information. 4.1.10 There is no pending, or to Seller’s knowledge, threatened condemnation proceeding relating to the Property, and Seller has received no written notice from any governmental agency or official to the effect that any such proceeding is contemplated. 4.1.11 Seller has delivered or made available to Buyer a complete copy of each Tenant Lease. To Seller's knowledge, each Tenant Lease is in full force and effect. Seller is "landlord" or "lessor" under each Tenant Lease and is entitled to assign to Buyer, without the consent of any party, each Tenant Lease. Neither Seller, nor to Seller's knowledge, any Tenant is in default under any Tenant Lease. To Seller's knowledge, there exists no condition or circumstance or written notice of any condition or circumstance which, with the passage of time, would constitute a default under any Tenant Lease by any Tenant thereunder. There exists no condition or circumstance or written notice of any condition or circumstance which, with the passage of time, would constitute a default under any Tenant Lease by the Seller as the landlord thereunder. To Seller's knowledge, no Tenant has asserted any claim of offset or other defense in respect of its or Seller's obligations under any Tenant Lease. Other than as specified on Schedule 4.1.11 attached hereto, there are no unutilized rent concessions, pending or incomplete tenant improvements and/or unpaid tenant improvement costs and leasing commissions with respect to any Tenant Lease, except that shall be fully completed and paid in full prior to Closing. To Seller’s knowledge, no Tenant has (i) filed for bankruptcy or taken any similar debtor-protection measure, (ii) discontinued operations at the Property, or (iii) given notice of its intention to do any of the foregoing. 4.1.12 Seller has delivered or made available to Buyer true and complete copies of all contracts to which Seller is a party and which affect the Property (including without limitation all Contracts). Seller has not, within the last year, received any written notice of any default under any Contract or other such contract or agreement that has not been cured or waived. 4.1.13 Seller has not received any written notice from, and has no knowledge of any grounds for, any association, declarant or easement holder requiring the correction of any condition with respect to the Property, or any part thereof, by reason of a violation of any other restrictions or covenants recorded against the Property. 4.1.14 Seller has not received any written notice from, and has no knowledge of any grounds for, any governmental agency requiring the correction of any condition with respect to the Property, or any part thereof, by reason of a violation of any applicable federal, state, county or municipal law, code, rule or regulation (including those respecting the Americans With Disabilities Act), which has not been cured or waived. 4.1.15 Seller has not received any written notice of an intention to revoke any certificate of occupancy, license, or permit issued in connection with the Property. 4.1.16 To Seller’s knowledge, there are no Hazardous Materials stored on, incorporated into, located on, present in or used on the Property in violation of, and requiring remediation under, any laws, ordinances, statutes, codes, rules or regulations as of the date of this Agreement or, upon the Close of Escrow hereunder, in existence on the Close of Escrow. For purposes of this Agreement, the term “Hazardous Materials” shall mean any substance which is or contains: (i) any “hazardous substance” as now or hereafter defined in Section 101(14) of the Comprehensive Environmental Response, Compensation and as Liability Act of Closing1980, as follows: amended (a42 U.S.C. Section 9601 et seq.) Seller owns fee simple title (“CERCLA”) or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Recourse Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) (“RCRA”) or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. Section 2601 et. seq.); (iv) gasoline, diesel fuel or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas: and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under any laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees now or hereafter enacted, promulgated, or amended, of the United States, the state, the county, the city or any other political subdivision in which the Property is located and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property. (b) There are no leases or other rights of parties in possession with respect to , the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part use of the Property relating to pollution, the protection or purchase in lieu thereof. regulation of human health, natural resources or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or waste into the environment (d) including, without limitation, ambient air, surface water, ground water or land or soil). Seller has received no written notice that either the Property or the use any portion thereof violates contains any lawsform of toxic mold. No treatment has been undertaken by Seller with respect to termite or similar infestation, rules fungi, or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over dry rot on the Property that have not been resolved other than normal periodic service:, and to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, there is no damage to any portion of the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable lawsfrom termite or similar infestation, and the Property has not been used by Seller for a landfill fungi or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seqdry rot., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. 3.01 Seller hereby warrants and represents the following facts, the truth and warrants accuracy of which are conditions precedent to Purchaser as of the date of this Agreement and as of Closing, as follows: (a) Seller owns fee simple is the beneficial owner of the Shares and has full and complete legal and equitable title to the Property.thereto; (b) There are no leases liens, pledges, chattel mortgages, or other rights encumbrances of parties in possession with respect to any kind against the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller.Shares; (c) There are no proceedings undisclosed interests, present or investigations pending orfuture, to Seller’s knowledgein the Shares, threatened, against or relating to the Property which relate to condemnation or the exercise nor does Seller know of the right any assertion of eminent domain as to any part of the Property or purchase in lieu thereof.such an interest; (d) Seller has received There are no written notice that either the Property outstanding or the use thereof violates any laws, rules or regulations existing provisions of any federalagreement Seller is a party to that would prevent, statelimit, city or county government or any agency, body or subdivision thereof having any jurisdiction over condition the Property that have not been resolved to the satisfaction sale and transfer of the issuer of the notice.Shares to Purchaser; (e) No bankruptcy There are no provisions of any contract, indenture, or insolvency proceedings other instrument to which Seller is a party or to which the Shares are pending subject which would prevent, limit, or contemplated by or against Seller.condition the sale and transfer of the Shares to Purchaser; (f) This Agreement has been duly authorized by all necessary actions on Seller agrees that the part consideration paid to it for its interest in the Shares represents no less than a fair appraisal of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject.said Shares; (g) To There are no options, or rights, or similar instruments by Seller’s knowledge, except as set forth in affecting the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any assignment of the same may be amended from time Shares; (h) Seller is not aware of any threatened or pending lawsuits against the Shares; (i) Seller has had an opportunity to timehave this Agreement reviewed by counsel of its choice; (l) Seller warrants that there are no adverse conditions are known which would materially affect the financial condition of DI; (o) Seller will seek shareholder's approval for the sale of the shares as soon as reasonably possible. (p) Seller understands that Purchaser cannot conclude this transaction until it obtains shareholder approval.

Seller’s Representations. Seller represents SELLER hereby represents, covenants and warrants to Purchaser as of the date of this Agreement and as of Closing, agrees with BUYER as follows: (a) Seller owns fee simple title to the Property. (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller SELLER has received no written notice that either that, and has no knowledge of, any suits, actions or proceedings pending against SELLER, or threatened, or affecting the Property Premises, or the use thereof violates threatened, including, but not limited to, any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice.eminent domain proceedings; (eb) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except Except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Due Diligence Materials (as hereinafter defined) with respect to the sidewalks at the Premises, SELLER has received no written notice and has no actual knowledge of any pending suits, orders, decrees or judgments relating to or any violations of any laws, ordinances, codes, regulations or other requirements of any governmental authority having jurisdiction over the Premises, against SELLER with respect to the Premises or any part thereof; (c) The SELLER is a Massachusetts limited partnership, which is duly organized and validly existing and in good standing in the Commonwealth of Massachusetts. SELLER has all authorization and direction necessary to execute and deliver this Agreement on behalf of SELLER and to cause SELLER to perform SELLER’s obligations hereunder and complete the transactions contemplated hereby, and the execution and delivery of this Agreement by SELLER and the consummation of the transactions contemplated hereby do not and will not: (i) require any governmental or other consent, authorization, license, permit, registration, or approval; (ii) violate or conflict with any judgment, decree or order of any court applicable to or affecting SELLER; (iii) violate or conflict with any law or governmental regulation applicable to SELLER; or (iv) violate or conflict with the organizational documents of SELLER. SELLER hereby agrees to provide to BUYER at Closing any evidence required by law or SELLER’s constituent documents of its authority to execute this Agreement and complete this transaction; (d) SELLER has not received from any third party (including any federal, state or municipal governmental agency) any notices that the Premises may be in violation of applicable lawsany laws relating to or concerning Hazardous Substances (as defined below) or that SELLER is or may be potentially responsible for the removal and/or clean up of any Hazardous Substance from the Premises. To the best of Seller’s knowledge, the Improvements do not contain asbestos that are friable, and other than a 20,000 gallon water underground storage tank, there are no underground storage tanks on the Property Premises (and there has not been used by Seller for no removal of any such tanks from the Premises since a landfill or dump site12,000 gallon diesel fuel underground storage tank was removed in 1995). As used hereinin this Agreement, “Hazardous MaterialsSubstances” means any oil, shall mean and include all hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq.wastes or materials, 42 U.S.C. §§6901 et seq.any pollutants or contaminants (including asbestos, 15 U.S.C. §§2601 et seq. PCBs, petroleum products and by-products and raw materials which include hazardous constituents) or materials which are included under or regulated by any local, state or federal law, rule or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including M.G.L. Chapter 21E, the Comprehensive Environmental response, Compensation and Liability Act of 1986, the Resource Conservation and Recovery Act and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environmentToxic Substances Control Act, as any of the same may be amended from time to time.foregoing have been previously amended;

Seller’s Representations. Seller represents and warrants to Purchaser Buyer that as of the date hereof and as of the Closing: A. The Lease provided to Buyer pursuant to Paragraph 5.A hereof is true and correct copies thereof and such Lease has not been amended or modified except as otherwise disclosed by Seller to Buyer. Seller is the “Landlord” or “Lessor” under the Lease. Seller has not received written notice of any uncured event of default with respect to the performance of any of its obligations under the Lease. There is no monetary or non-monetary default under the Lease by either the landlord or the tenant thereunder, nor, to the best of Seller’s knowledge, has an event occurred which with the giving of notice or the passage of time or both would result in a default thereunder by either the landlord or the tenant thereunder. No valid claims or rights of offset exist with respect to the Lease. No Lease commissions, Tenant inducement costs or other amounts are now payable to any person or entity under any agreement or understanding in connection with any Lease or the renewal thereof, or any other options thereunder (provided, however, if a Lease is renewed a commission may be due), nor does there exist any commission, compensation or other amount which may become payable to any broker or other agent under any agreement or understanding in connection with any Lease or renewal thereof, or any options thereunder. All of the work (including all tenant improvements) to be constructed and installed by Seller, as the landlord, in the leased premises located on the portion of the Property owned by such Seller and pursuant to the Lease is complete and fully paid for and/or will be complete and fully paid for on or before the Closing or if not an appropriate credit will be given to Buyer at the time of Closing. Notwithstanding the foregoing, as of the Closing only, Setter represents that the Lease has been terminated. B. All of the Contracts are terminable without penalty upon not more than thirty (30) days’ notice. There are no Contracts with any person or entity relating to the Property which must be assumed by Xxxxx (or which will be deemed assumed by the Buyer upon the Buyer becoming the owner of the Property), other than the Assumed Contracts. The Assumed Contracts, if any, are in full force and effect and constitute valid and enforceable agreements of Seller, free and clear of all liens, charges, encumbrances and adverse claims, and no event has occurred which with the giving of notice or the passage of time or both would result in a default thereunder. Seller has obtained, or on or before the Closing will have obtained, all requisite consents of third parties to the assignment to and assumption by Buyer of the Assumed Contracts. C. To the best of Seller’s knowledge and belief, there are no pending or threatened improvements, liens, or special assessments made or to be made against the Property by any governmental authority. D. There are not any pending, or to Seller’s actual knowledge threatened, lawsuit(s), investigations(s), inquiry(ies), actions(s) or other proceeding(s), including without limitation any condemnation proceeding, affecting the Property or the right to use and/or occupy it. E. There are not any unsatisfied mechanics' or materialmen's lien(s), or any right to lien, affecting the Property or any portion thereof. In the event Seller receives any such notice prior to the Closing, Seller shall immediately notify Buyer and, if required by the Title Company, will provide the Title Company with such indemnifications or security as it may reasonably require to insure title to the Property, with ALTA extended mechanic’s lien coverage, at the Closing without exception for any unrecorded labor, materialmen's or mechanics' claim of lien. F. This Agreement is, and all the documents executed by Seller which are to be delivered to Buyer at the Closing will be, duly authorized, executed, and delivered by Seller. The obligations contained in this Agreement, are and will be legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms. This Agreement does not, and will not, violate any provisions of any agreement to which Seller is a party or to which it is subject. G. Seller has full power and authority to sell, convey and transfer the Property as provided for in this Agreement, all necessary actions required on the part of Seller to execute this Agreement and consummate the transaction contemplated hereby have been taken, or will be by Closing, the persons executing this Agreement on behalf of Seller have all requisite authority to execute this Agreement, and this Agreement is binding and enforceable against Seller. H. To Seller’s actual knowledge, the Property is not in violation of any Environmental Laws (as hereinafter defined) with respect to Hazardous Materials. Seller has not received any written notices that the Property is or may be in violation of any Environmental Law. Seller has disclosed to Buyer all information in Seller's possession or control relating to the Hazardous Materials currently existing at the Property or uncured violations of Environmental Laws concerning the Property. Seller has not received any information from neighboring property owners indicating they have any concerns about existing Hazardous Materials conditions or violations of Environmental Laws that could affect the Property or suggesting they might look to Seller for contribution to clean up such condition. In the event Xxxxx discovers any Hazardous Materials conditions on the Property at any time prior to Closing, Buyer shall have the right to terminate this Agreement upon written notice thereof to Seller, and thereafter this Agreement shall be deemed void and neither party shall have any further rights or obligations hereunder (except pursuant to any provisions which by their express terms survive a termination of this Agreement). For purposes of this Agreement, "Hazardous Materials" shall mean any pollutants, contaminants, hazardous or toxic substances, materials or wastes (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, polychlorinated biphenyls (“PCBs”), PCB-containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms are used in any Environmental Laws (excluding solvents, cleaning fluids and other lawful substances used in the ordinary operation and maintenance of the Property, to the extent in closed containers) and "Environmental Laws" shall mean all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental or quasi-governmental body or agency having jurisdiction over Seller, the Property or any portion thereof and in effect as of the date of this Agreement and as of Closing, as follows: (a) Seller owns fee simple title to the Property. (b) There are no leases or other rights of parties in possession with respect to or which otherwise pertain to or affect the Property except for or improvements located thereon, or any portion thereof, the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are trueuse, correct and complete. Except as set forth on the Censusownership, there are no current monetary defaults under any of the Resident Agreements by any of the residents occupancy or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part operation of the Property or purchase in lieu the improvements, or any portion thereof, or any owner of the Property, and as same have been amended, modified or supplemented from time to time prior to the date of this Agreement, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), comparable state and local laws, and any and all rules and regulations which have become effective prior to the date of this Agreement under any and all of the aforementioned laws. I. There are no options, rights of first refusal, purchase agreements, management, employment, service, equipment, supply, maintenance, water, sewer or other utility agreements, agreements with municipalities (dincluding improvement or development escrows or bonds) Seller has received no written notice that either or other agreements, oral or written, with respect to or affecting the Property or the use thereof violates any lawsportion thereof, rules which are or regulations of any federalwill be binding upon Buyer, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over which will burden the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledgeafter Closing, except as set forth in the Environmental Site AssessmentsTitle Report. Seller will not enter into or amend any agreements or contracts prior to the Closing without the prior written consent of Xxxxx. J. Seller has not received any notice requiring any work, repairs, construction, alterations or installations on or in connection with the Property, or asserting any violation of any federal, state, county or municipal laws, ordinances, codes, orders, regulations or requirements affecting any portion of the Property, including, without limitation, the Americans with Disabilities Act, any similar State of California Disability Act, any applicable environmental laws or regulations, or any agreements of record. Seller has not received any notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of and comply with any such notice or requirement at Seller's cost if such notice is received prior to Closing. K. Except as set forth in the Title Report, Seller has no actual knowledge of any bonds affecting the Property. L. Seller has no actual knowledge of any material error or omission contained in the Seller Deliverables. M. To Seller’s actual knowledge, the Property does is not contain any Hazardous Materials (as hereinafter defined) in violation of any applicable lawslaw, and code, ordinance, rule or regulation, or agreement of record. N. To the Property has not been used best of Seller’s knowledge, no representation, statement or warranty by Seller for contained in this Agreement or in any exhibit attached hereto contains or will contain any untrue statements or omits, or will omit, a landfill material fact necessary to make the statement of fact therein recited not misleading. If, after Xxxxxx’s execution hereof, any event occurs or dump site. As used hereincondition exists of which Seller becomes aware as owner of the Property, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as which renders any of the same may be amended from time to timerepresentations contained herein untrue or misleading, Seller shall promptly notify Buyer in writing. Each of the representations and warranties of Seller contained herein shall survive until the first anniversary of the Closing.

Seller’s Representations. Seller represents and warrants that, to Purchaser Seller’s knowledge, as of the date of this Agreement and as of Closing, as followshereof: (a) Seller owns fee simple title is, and at the Closing shall be, a national banking association, authorized to transact business in the PropertyState of California. (b) There are Seller has the full legal right, power, and authority to execute and deliver this Contract and all documents now or hereafter to be executed by Seller pursuant to this Contract (collectively, the “Seller Documents”), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Seller Documents, and no leases or consent of any other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Sellerparty is required that has not heretofore been obtained. (c) There are no proceedings This Contract and the Seller Documents do not and will not contravene provisions of the charter documents, as amended, or investigations pending orbylaws, as amended, of Seller, any judgment, order, decree, writ or injunction issued against Seller, or any provision of any laws applicable to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise . The consummation of the right transactions contemplated hereby will not result in a breach or constitute a default or event of eminent domain as default by Seller under any agreement to which Seller or any part of the Property its assets are subject or purchase bound, and will not result in lieu thereofa violation of any laws applicable to Seller. (d) There are no pending actions, suits, proceedings or investigations to which Seller has received no written notice that either is a party before any court or other governmental authority which may have an adverse impact on the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the noticetransactions contemplated hereby. (e) No Seller has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or insolvency proceedings are pending suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or contemplated by substantially all of its assets; (iv) suffered the attachment or against Sellerother judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes Contract is a valid and binding agreement obligation of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To SellerSeller is not a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s knowledgeSpecially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. (h) The tenants listed on Schedule C annexed hereto are tenants under leases (such leases are herein called the “Existing Space Leases” and the tenants thereunder are herein called the “Existing Space Tenants”), and true, correct and complete copies of the Existing Space Leases, including any amendments or modification thereto, have been delivered or made available to Purchaser (except for missing documents as noted on Schedule C). The entities or persons listed on Schedule C annexed hereto are tenants or licensees under leases or licenses for communication facilities pertaining to the Real Property (such leases and licenses are herein called the “Existing Communication License Agreements” and the tenants or licensees thereunder are herein called the “Existing Communication Licensees”), and true, correct and complete copies of the Existing Communication License Agreements have been delivered or made available to Purchaser (except for missing documents as noted on Schedule C). The Existing Space Leases and the Existing Communication License Agreements constitute the only leases, licenses or other written agreements for the use or occupancy of the Property to which Seller is a party and which will be binding on Purchaser following the Closing, except as may otherwise be set forth in the Permitted Exceptions. Except as may be set forth in Schedule C annexed hereto, the Existing Space Leases and the Existing Communication License Agreements are in full force and effect, and there is no construction work or leasehold improvement work to be performed by landlord or licensor (as applicable) or allowances or other payments, including brokerage payments, outstanding under the Existing Space Leases or the Existing Communication License Agreements as of the Closing. In addition, except as set forth in on Schedule G, Seller has not received a written notice of default on the Environmental Site Assessmentspart of Seller from any Existing Space Tenant under an Existing Space Lease or from an Existing Communication Licensee under an Existing Communication License Agreement during the twelve (12) month period immediately preceding the date hereof, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property which has not been used cured or waived. (i) Set forth on Schedule D is a true, correct and complete list of the service contracts (the “Service Contracts”) which may be binding on Purchaser after the Closing. (j) Seller has not received any written notice of any pending condemnation proceeding against the Property or any portion thereof. (k) Except as set forth on Schedule E or for matters covered by one or more insurance policies, there is no litigation pending against the Property or Seller for by reason of Seller’s right, title and/or interest in the Property. (l) Seller is not a landfill or dump site. As used herein, “Hazardous Materialsforeign person” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seqSection 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations and is not subject to the provisions of Sections 897(a) or 1445 of the Code related to the withholding of sales proceeds to foreign persons. (m) Seller is the owner of the Personal Property and has good title thereto, 42 U.S.C. §§6901 et seqfree and clear of any liens, claims and security interests that will not be released prior to Closing. (n) Except as set forth on Schedule G, 15 U.S.C. §§2601 et seq. and Seller has not, during the regulations promulgated thereundertwelve (12) month period immediately preceding the date hereof, and all applicable federal, state and local laws, rules and regulations received written notice of any material violation of law from any governmental authority relating to the environmentconstruction, as any alteration, rehabilitation, maintenance, use, operation or sale of the same may be amended from time Property, which has not been cured. For purposes of this Section 6.1(n), a “material” violation shall mean a violation costing more than Twenty-Five Thousand Dollars ($25,000.00) to timecure.

Seller’s Representations. As a specific inducement for Purchaser to enter into this Agreement, Seller represents and warrants to Purchaser as of the date of this Agreement and as of Closing, agrees with Purchaser as follows: (a) Seller owns fee simple title has not entered into any pre-paid or other reservation agreements, leases, tenancies, occupancy agreements, contracts, arrangements, licenses, concessions, easements, or other agreements, including, without limitation, service arrangements and employment agreements, either recorded or unrecorded, written or oral, affecting the Property, or any portion thereof or the use thereof, other than the Contracts and the Insurance Policies. Each of the Contracts: (i) is in good standing and not in default or would be in default subject to the giving of notice or passage of time or both, (ii) fully assignable to Purchaser without any change in the terms and provisions thereof, and (iii) except as expressly provided to the contrary on Exhibit "C", may be cancelled by Purchaser upon not more than thirty (30) days notice without payment of premium or penalty therefor. No tenant occupying space under a lease or any other agreement (i) has prepaid any rent or any other sums, (ii) is holding over contrary to the wishes of Seller, (iii) is entitled to the construction of any tenant improvements or common area improvements, (iv) has any right to set off against any amount of rent due or to become due, and (v) has no understanding or agreement with Seller regarding occupancy or any other usage of the Property except as expressly shown on Exhibit "C". Seller shall not modify any of the Contracts, or the Insurance Policies nor shall Seller cancel or permit the cancellation of any of the Insurance Policies, and Seller shall not enter into any new Contract or other agreement affecting the Property, or any portion thereof or the use thereof, other than for month to month tenancies cancelable at will and Property room reservations for occupancy to the Closing Date, without the prior written consent of Purchaser. (b) There are no leases or other rights To the best of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s 's knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates of: (i) any laws, rules or regulations of pending improvement liens to be made by any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved governmental authority with respect to the satisfaction Property; (ii) any violations of the issuer of the notice. (e) No bankruptcy building codes and/or zoning ordinances or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the other governmental regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating with respect to the environment, as any of the same may be amended from time to time.Property; (iii) any

Seller’s Representations. Seller hereby represents and warrants to Purchaser as to the following matters, each of which is so warranted to be true and correct as of the date of this Agreement and as of Closinghereof, shall, as followsa condition to Purchaser's obligations hereunder, be true and correct on the Closing Date: (a) a. To the best of its knowledge, Seller owns fee simple is the sole owner of and has good, marketable title to the Property.Premises subject only to matters of record, which title was not obtained by adverse possession or tax sale; (b) There are b. Seller has entered into no leases other agreement to sell or other rights lease the Premises, or any portion thereof or interest therein; nor has it granted any option for the sale of parties in possession the Premises or any interest or portion thereof or right of first refusal with respect to thereto; c. To the Property except for the Resident Agreements. The copies best of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s its knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written complaint or written notice that either the Property or the use thereof violates any laws, rules or regulations of any federalviolation of any law, state, city ordinance or county government governmental regulation or any agency, body or subdivision thereof having any jurisdiction over code affecting the Property that have Premises which has not been resolved to the satisfaction corrected; d. Seller has no knowledge of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by condemnation proceedings or against Seller.assessments affecting the Premises or any part thereof; (f) This Agreement has been duly authorized by all necessary actions e. Seller is not now a party to any litigation, and Seller knows of no litigation or threatened litigation or insolvency proceeding, that could have a material adverse effect on the part title to the Premises or Seller's ability to convey same, and Seller shall give to Purchaser prompt notice of Sellerthe institution of any such litigation prior to the Closing Date; f. The execution, has been duly executed delivery and delivered performance by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder in accordance with its terms does not and will not violate or contravene the terms of any lawcontract, agreement, commitment, order, decree, rule judgment or regulation decree to which Seller is subjecta party or by which it is bound; g. Seller is not a "foreign person" as defined in the Internal Revenue Code of 1986, as amended, and as contemplated by the Foreign Investments in Real Property Tax Act (96 Stat. 2682), as amended by the Deficit Reduction Act of 1984, including, without limitation, a non-resident alien, a foreign corporation, foreign partner or trust or a foreign estate, and Seller shall deliver to its Purchaser at closing a certification of such non-foreign status; h. Intentionally deleted; i. To the best of Seller's knowledge, there are no water, sewer or other utility restrictions affecting the Premises imposed by any agreementgovernmental, instrument municipal or document non-governmental authority. j. To the best of Seller's knowledge, no portion of the Premises has ever been used as a landfill or dumpsite, nor are there any underground or aboveground storage tanks located thereon. k. To the best of Seller's knowledge, the Premises is not located in a flood hazard zone and there are no environmental conditions affecting the Premises that would have a material negative impact upon the Premises. l. The Premises is not subject to any claim of adverse possession or easement by prescription. m. Seller has full power and authority to enter into and perform its obligations under this Agreement, and same will not cause a violation or default under any other agreement or order by which Seller or the Property is subjectbound. (g) To Seller’s knowledgen. There are no leases, except as set forth in tenancies, licenses or occupancy agreements affecting the Environmental Site AssessmentsPremises other that the radio tower leases, leases on the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable lawsbxxxxx buildings, and the Property has not been used residential leases for homes at the Premises (collectively, the "Existing Tenancies"), as listed on the schedule of tenants attached hereto as Exhibit C. Other than the radio tower leases, the Existing Tenancies shall be terminated by Seller prior to Closing, subject to Paragraph 3 above. o. There are two "bxxxxx" building located on the Premises that are occupied by Seller for a landfill or dump siteoffice use. As used hereinSeller, “Hazardous Materials” means any oilat its option, hazardous materials, hazardous wastes, hazardous substances or toxic substances, shall remove the bxxxxx buildings from the Premises at its own cost prior to Closing within ten (10) business days after Purchaser's closing notice. The foregoing representations shall be true and accurate as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. of the date hereof and as of the regulations promulgated thereunderClosing Date, and all applicable federal, state and local laws, rules and regulations relating to shall survive the environment, as any Closing of the same may be amended from time to timethis Agreement.

Seller’s Representations. Seller represents and warrants to Purchaser Buyer, effective as of the date of this Agreement Effective Date and as of Closingthe Closing Date, as follows: (a) Seller owns fee simple title is duly formed, validly existing and in good standing under the laws of California. Seller is authorized to consummate the Property.transaction set forth herein and fulfill all of its respective obligations hereunder and under the Seller Closing Documents. Seller has all necessary power to execute and deliver this Agreement and the Seller Closing Documents and to perform all of Seller’s obligations hereunder and under the Seller Closing Documents. Neither the execution and delivery of this Agreement and the Seller Closing Documents nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller or any Property is bound; ​ (b) Seller has obtained all necessary consents and permissions required to consummate the transactions contemplated herein. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default under any contract, instrument, document, or agreement (oral or written) to which Seller is a party; (c) Seller has not received any written notice of, nor does Seller have knowledge of, any current or pending litigation, condemnation proceeding or tax appeals affecting any Property. Seller has not initiated, is not participating in, and does not have actual knowledge of any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property; and Seller has no knowledge that the Property may be rezoned; (d) (i) There are no leases actions, suits or other rights proceedings or litigation of parties in possession any kind pending or, to the best of Seller’s knowledge, threatened against Seller or the Properties which, if determined adversely to Seller, would have a material adverse effect on the validity or enforceability of this Agreement or the ability of Seller to perform its obligations hereunder; and (ii) Seller has not received any written notice of, and does not have any actual knowledge of, any current or pending environmental investigations against the Properties by any governmental authority; (e) Seller has not entered into any contracts, subcontracts or agreements, including but not limited to any service contracts or brokerage agreements, with respect to the Property except for the Resident Agreements. The copies Properties other than any contracts, subcontracts or agreements affecting one or more of the Resident Agreements provided Properties entered into in the ordinary course of business, (A) the obligations of which shall belong to Purchaser are trueTenant (and not Buyer) from and after the Closing under the terms of the Sierra Lease, correct and complete. Except as set forth or (B) will be terminated on or before the Census, there are no current monetary defaults Closing; ​ (f) Seller has not received any written notice of default under the terms of any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending orContracts, and, to Seller’s knowledge, threatened, against or relating to there are no defaults under the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof.Contracts; ​ (dg) Seller has not received no any written notice that either the Property from (or the use thereof violates delivered any laws, rules or regulations notice to) any governmental authority regarding any violation of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved law applicable to the satisfaction Properties; and Seller does not have knowledge of any such violations; (h) Seller has not entered into any, and there are no, occupancy agreements, leases, subleases, ground leases or tenancies affecting the Properties other than the Sierra Lease; (i) Seller is not a “foreign person” under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”); and, upon consummation of the issuer of transaction contemplated hereby, Buyer will not be required to withhold from the notice.Purchase Price any withholding tax; (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (gj) To Seller’s knowledge, except as set forth in no Hazardous Substances have been generated, stored, released, or disposed of on or about the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) Properties in violation of any law, rule or regulation applicable lawsto the Properties which regulates or controls matters relating to the environment or public health or safety (collectively, and the Property “Environmental Laws”). Seller has not been used by received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other Hazardous Substance discharge or seepage; (k) There are no rights of first refusal, rights of first offer, purchase options or similar purchase rights with respect to the Properties; (l) Seller for a landfill or dump site. As used herein, is not acting on behalf of (a) an “Hazardous Materialsemployee benefit plan” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, (as defined in 42 U.S.C. §§9601 et seq.Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA”)) that is subject to Title I of ERISA, 42 U.S.C. §§6901 et seq.(b) a “plan” as defined in Section 4975(e) of the Internal Revenue Code of 1986 (the “Code”) that is subject to Section 4975 of the Code (each of the foregoing, 15 U.S.C. §§2601 et seq. a “Plan”), (c) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation, 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (d) a “governmental plan” within the meaning of Section 3(32) of ERISA; (m) Neither Seller nor, to Seller’s knowledge, its affiliates is in violation of any laws relating to terrorism or money laundering, including the Uniting and the regulations promulgated thereunderStrengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, and all applicable federalExecutive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, state Threaten to Commit, or Support ​ ​ Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and local lawsAnti-Terrorism Laws”). Neither Seller nor, rules and regulations relating to Seller’s knowledge, its affiliates is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the environment, as Executive Order or are included on any other relevant lists maintained by the Office of Foreign Assets Control of the same U.S. Department of the Treasury, the U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time.time (collectively, the “Government Lists”). Neither Seller nor, to Seller’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents acting in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the Government Lists, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to 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 any Anti- Money Laundering and Anti-Terrorism Laws. Neither Seller nor any of its affiliates is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); ​ (n) Except for items being paid by Seller at Closing, prorated at Closing, or for which Seller shall remain obligated after Closing under the Sierra Lease or otherwise; there are no outstanding accounts payable or unpaid debts relating to the Properties that would be binding on Buyer or the Properties, including, without limitation, any unpaid charges, debts, liabilities, claims or obligations arising from the construction, occupancy, ownership, use or operation of the Properties, which could give rise to any mechanic’s or materialmen’s or other statutory liens against any portion of the Properties; (o) Following the Closing, Buyer shall not, by virtue of acquiring ownership of the Properties, have any obligation to employ or continue to employ any individual employed by Seller or at the Properties. There are no employment, collective bargaining or similar agreements or arrangements with Seller or with respect to the Properties that will be binding on Buyer after the Closing; ​ (p) The Due Diligence Materials consist of copies of the same documents that are used and relied upon by Seller in its ownership and operation of the Properties; (q) All amounts due and payable by Seller under any declarations, development agreements, reciprocal and/or operating easement agreements, or the like, impacting the Properties (collectively, the “REAs”), if any, have been paid in full, all obligations of Seller to be performed under the REAs prior to the Closing Date have been satisfied, and no default exists under any of the REAs by Seller or, to the best of Seller’s knowledge, any other party thereto; ​ (r) Seller currently possesses all requisite Licenses & Approvals necessary to own, maintain, operate and use the Properties, and has made available to Buyer true, correct and complete copies of the Licenses & Approvals. Seller has not received any written notice from any governmental authority or other person or entity of (i) any violation, default, intended or threatened non-renewal, suspension or revocation of any Licenses & Approvals relating to the Properties that has not been cured, or (ii) any failure by Seller to obtain any of the Licenses & Approvals required for the use, occupancy or operation of the Properties that has not been cured. To the best of Seller’s knowledge, there is no violation, default or any basis for any non-renewal, suspension or revocation of any of the Licenses & Approvals relating to the Properties that has not been cured; and ​ (s) Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition, or suffered the filing of any involuntary petition by its creditors, under the federal Bankruptcy Code or any similar state or federal law, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. ​ For purposes of this Agreement, terms such as “to Seller’s knowledge”, “to the best of Seller’s knowledge”, or like phrases mean the actual knowledge, with no duty of inquiry, of Xxxxxxxxxxx Xxxxxx, who is an individual in Seller’s organization reasonably expected to have knowledge of the matters set forth in this Agreement; provided, however, that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of such individuals (or any other officer, director or employee of Seller or its affiliates) on account of any breach of any representation, warranty or covenant by Seller herein. Notwithstanding the foregoing, if either (x) any of Seller’s representations and warranties are inaccurate, untrue or incorrect in any material respect as of the Effective Date or (y) any of Seller’s representations or warranties becomes untrue in any material respect prior to the Closing Date; then, in either such event, Seller shall provide written notice to Buyer thereof, and Buyer may (i) terminate this Agreement in its entirety by giving Seller timely written notice of such election prior to or at Closing, recover the Xxxxxxx Money and have the right to avail itself of all remedies described in Section 9(b) hereof or (ii) terminate this Agreement only with respect to one or more of the Properties to which such representations or warranties relate, in which event (A) this Agreement shall terminate with respect to such Properties, (B) Buyer shall receive an immediate refund of a portion of the Xxxxxxx Money equal to the sum of Allocated Deposit Amount for each such Property or Properties for which this Agreement is terminated (without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller), (C) Seller shall reimburse Buyer for the Buyer Expenses allocated to such Property or Properties subject to the Expense Cap, (D) neither party shall have any further rights or liabilities hereunder with respect to such Properties, other than any obligations that survive the Closing or earlier termination of this Agreement and (E) Buyer and Seller shall proceed to Closing with respect to the remaining Properties in accordance with the terms hereof, provided that the Purchase Price shall be reduced by an amount equal to the sum of the ​ ​ Allocated Purchase Price of any such Property or Properties for which this Agreement is so terminated. ​

Seller’s Representations. As an inducement for Factor to purchase Accounts Receivable from Seller, Seller represents hereby represents, warrants and warrants covenants to Purchaser as of the date of this Agreement Factor that, and as of Closingfurthermore, as followsacknowledges that, each such representation, warranty and covenant shall be made at any and every time any Account Receivable is offered to Factor for sale that: (a) If Seller owns fee simple title is a legal entity, it is duly organized and existing under the laws of Delaware and is duly qualified, properly licensed, and in good standing in such state and every other state in which it is doing business, and the execution, delivery and performance of this Agreement are within its corporate powers and have been duly authorized as evidenced by the Corporate Resolution provided to Factor, and are not in contravention of any law or the Propertypowers of its charter, bylaws, articles of acquisition, partnership agreement, or other incorporation papers, or of any indenture, agreement or undertaking to which Seller is a party or by which it is bound. (b) There are no leases If Seller is operating under a trade or other rights of parties assumed name, said name has been filed with the proper authorities and each name has been provided, in possession with respect writing, to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the SellerFactor. (c) There are no proceedings or investigations pending orSeller has good, to Seller’s knowledge, threatened, against or relating clear and undisputed exclusive title to the Property which relate Accounts Receivable offered for sale to condemnation Factor hereunder, and such sale will vest absolute ownership to such Accounts Receivable in Factor, free and clear of any lien, encumbrances, claims or the exercise security interest of the right of eminent domain as to any part of the Property kind or purchase in lieu thereofnature. (d) Each Account Receivable sold and assigned to Factor shall be an Account Receivable based upon a bona fide sale and the delivery and acceptance of merchandise or performance of services by Seller has received no written notice that either to an Account Debtor and shall be an unconditional, valid and enforceable obligation of the Property or the use thereof violates any lawsAccount Debtor, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved with to the satisfaction knowledge of Seller, no claim, offset, allowance, discount, deduction, dispute, contingency or counterclaim, which could reduce the amount of such Account Receivable, affect the validity thereof, or hinder Factor's ability to collect or receive payment of the issuer full face amount of the noticesaid Account Receivable. (e) No bankruptcy All information furnished by Seller to Factor, including, but not limited to, past histories of the payment of Account Debtors, and any and all information given to Factor in connection with the Accounts Receivable, is true, complete and accurate, and contains no material omissions, misstatements or insolvency proceedings are pending or contemplated by or against Sellermisrepresentations. (f) This Agreement Seller is the sole and absolute owner of any other property in which Factor is given a security interest and has been duly authorized by all necessary actions good right and authority to grant a security interest to Factor in such Collateral and there is no presently outstanding adverse lien, security interest or encumbrance in or on the part of Seller, has been duly executed Collateral or proceeds and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and there is no financing statement covering the consummation of Closing hereunder does not and will not violate Collateral or contravene proceeds on file in any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or public office except as shown on the Property is subjectexhibit attached hereto. (g) To Seller’s knowledgeAll financial records (including, except but not limited to, balance sheets, income statements, federal income tax returns, and Accounts Receivable agings, listing or reports) which may have been or may hereafter be furnished to Factor by Seller to induce Factor to enter into this Agreement or to purchase Accounts Receivable, shall fairly and accurately represent the financial conditions and operating results of Seller as set forth of the dates or for the periods stated thereon subject in the Environmental Site Assessments, case of non-audited statements to customary year-end and audit adjustments. Such financial records shall be accurate and correct in all material respects and complete insofar as necessary to give Factor a materially true and accurate knowledge of the Property does not contain any Hazardous Materials subject matter. (as hereinafter definedh) in violation of applicable laws, and the Property has not been used All Accounts Receivable sold by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seqto Factor shall be properly reflected on the books of Seller., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and (i) If Seller should change the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any location of the same may be amended from time to timeprincipal office or the offices wherein the books and records of Seller are kept, Seller shall notify Factor immediately in writing of such change.

Seller’s Representations. ​ Seller represents and warrants to Purchaser Buyer, effective as of the date of this Agreement Effective Date and as of Closingthe Closing Date, as follows: (a) Seller owns fee simple title is duly organized (or formed), validly existing and in good standing under the laws of the United States and the State of Delaware. Seller is authorized to consummate the Propertytransaction set forth herein and fulfill all of its respective obligations hereunder and under all closing documents to be executed by Seller, and has all necessary power to execute and deliver this Agreement, and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder, and under such closing documents. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound. (b) There are no leases Seller has not received any written notice of nor does Seller have actual knowledge of, any current or pending tax appeals affecting Seller or the Property, and Seller does not have any actual knowledge of any pending tax appeals against Seller or the Property. Seller has not initiated, nor does Seller have actual knowledge of, any action for a change or modification in the current subdivision, site plan, zoning or other rights of parties in possession with respect to the Property except land use permits for the Resident AgreementsProperty. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller.​ (c) There are no actions, suits or other proceedings or investigations litigation of any kind pending or, to Seller’s actual knowledge, threatened, threatened against Seller or relating to the Property which relate which, if determined adversely to condemnation Seller, would have a material adverse effect on the validity or enforceability of this Agreement or the exercise ability of the right Seller to perform its obligations hereunder; and, Seller has not ​ ​ received any written notice of eminent domain as to any part of current or pending environmental investigations against the Property or purchase in lieu thereof.and Seller does not have any actual knowledge of any pending environmental investigations against the Property. ​ (d) Seller has not entered into any contracts, subcontracts or agreements, including but not limited to any service contracts or brokerage agreements, affecting the Property which will be binding upon the Property or Buyer after the Closing. ​ (e) Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have actual knowledge of any such violations. ​ (f) There are no Leases affecting the Property. ​ (g) Seller is not a “foreign person” under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) and upon consummation of the transaction contemplated hereby, Buyer will not be required to withhold from the Purchase Price any withholding tax. ​ (h) Seller has no actual knowledge of any pending or threatened condemnation proceedings affecting the Property and Seller has not received any written notice that either there is any pending or threatened condemnation of all or any part of the Property. (i) Except as set forth in the environmental report previously delivered by Seller to Buyer, (1) to Seller’s actual knowledge no Hazardous Substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the use thereof violates Property which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”); and (2) Seller has not received any laws, rules or regulations of written notice from (nor delivered any notice to) any federal, state, city county, municipal or county government other governmental department, agency or authority concerning any agencypetroleum product or other Hazardous Substance discharge or seepage on or affecting the Property. ​ (j) Seller has not granted any rights of first refusal, body rights of first offer, purchase options or subdivision thereof having similar purchase rights with respect to the Property, and Seller does not have actual knowledge of any jurisdiction over the Property parties that have been granted such rights or options by others. ​ (k) Seller is not been resolved to the satisfaction acting on behalf of, (a) an “employee benefit plan” (as defined in Section 3(3) of the issuer Employment Retirement Income Security Act of 1974 (“ERISA”)) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975(e) of the noticeInternal Revenue Code of 1986 (the “Code”) that is subject to Section 4975 of the Code (each of the foregoing a “Plan”), (c) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (d) a “governmental plan” within the meaning of Section 3(32) of ERISA. (el) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Neither Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subjectnor, to its Seller’s actual knowledge, or any agreementits affiliates, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations laws relating to terrorism, money laundering or the environmentUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with ​ ​ Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”). Neither Seller nor, to Seller’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as any of the same may be amended from time to time.. Neither Seller nor, to Seller’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Property (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to 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 any Anti-Money Laundering and Anti-Terrorism Laws. Neither Seller, nor any person controlling or controlled by Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)). ​ (m) Except for items being paid by Seller at Closing or prorated at Closing, to Seller’s actual knowledge there are no outstanding accounts payable or unpaid debts relating to the Property that would be binding on Buyer or the Property, including, without limitation, any unpaid charges, debts, liabilities, claims or obligations arising from the construction, occupancy, ownership, use or operation of the Property, which could give rise to any mechanic’s or materialmen’s or other statutory liens against any portion of the Property. ​ (n) Following the Closing, Buyer shall have no obligation to employ or continue to employ any individual employed by Seller or at the Property. There are no employment, collective bargaining or similar agreements or arrangements with Seller or with respect to the Property which will be binding on Buyer after the Closing. ​ (o) The Due Diligence Materials (other than received by Seller or created, in each case, after the Effective Date) consist of copies of the same documents that are used and relied upon by Seller in its ownership and operation of the Property. ​ (p) Seller currently possesses all requisite Licenses & Approvals which are, to Seller’s actual knowledge, necessary to own, maintain, operate and use the Property, and has made available to Buyer true, correct and complete copies of the Licenses & Approvals. Seller has not received any written notice from any governmental authority or other person or entity of (i) any violation, default, intended or threatened non-renewal, suspension or revocation of any License or Approval, or (ii) any failure by Seller to obtain any of the Licenses & Approvals required for the use, occupancy or operation of the Property that has not been cured, and to Seller’s actual knowledge there is no violation, default or any basis for any non-renewal, suspension or revocation of any of the Licenses & Approvals. ​ (q) Terms such as “to Seller’s knowledge,” “to the best of Seller’s knowledge” or like phrases mean the knowledge of Xxxxxxx Xxxxx, Senior Vice President of Supply Chain, the individual in Seller’s organization charged with responsibility for the Property, and the matters otherwise addressed in the representations and warranties contained herein; provided however, that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of Seller’s property manager, any officer, director or employee of Seller or Xxxxxxx Xxxxx on account of any breach of any representation or warranty made by Seller herein. Notwithstanding the foregoing, if either (x) any of Seller’s representations and warranties are inaccurate, untrue or incorrect in any material respect as of the Effective Date or (y) any of Seller’s representations or warranties becomes untrue prior to the Closing Date due to a breach of this Agreement by Seller, then in either such event Seller shall provide written notice to Buyer thereof and Buyer may terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing, recover the Xxxxxxx Money and have the right to avail itself of all remedies described in Section 8(b) hereof. ​

Seller’s Representations. Seller represents and warrants In order to Purchaser as of the date of induce Buyer to enter into this Agreement and purchase the Property, and subject to any exceptions set forth in Schedule 13.1 to this Agreement, each Seller with respect to itself and its respective Property and Tenant with respect to itself, as applicable, make the following covenants, agreements, representations and warranties, all of which shall survive the Closing and the purchase and sale of the Property for twelve (12) months. Any statements in this Agreement of a Seller or Tenant “to the best of Seller’s (or Tenant’s) knowledge or “to the Seller’s (or Tenant’s) knowledge” or “knowledge of” shall refer to the actual knowledge of the following executive officer(s) of Xxx: Xxxxxxx Xxx, Xxxxxx X. Xxx, Xxxxx Xxxxxxxxx and each on-site Facility manager: (1) Seller, Tenant, and any related entity which is a party to a closing document, has obtained, or will obtain prior to Closing, all necessary authorizations, consents and releases to enable it to execute and deliver this Agreement and all closing documents contemplated herein, and to consummate the transaction contemplated hereby. (2) Seller holds, or will hold at the time of Closing, as follows: (a) Seller owns fee simple title to the Facility Premises, free of all liens, assessments and encumbrances except for the Permitted Exceptions and any matters consented to in writing by Buyer, and liens and encumbrances which will be paid and discharged or otherwise released at or prior to the Closing. Neither Seller nor Tenant has knowledge of any condition or state of facts which would preclude, limit or restrict the business operations contemplated, pursuant to the terms of the Lease, to be conducted by Tenant or Seller at the Premises. (3) Seller has good and marketable title to the FF&E with respect to the Property. (b4) There are no leases or other rights of parties in possession Except for construction warranties with respect to the Property except for Improvements and the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the CensusContracts, there are no current monetary defaults under service or maintenance contracts affecting the Property to which Buyer will be bound upon Closing. (5) The Facility Premises and the proposed use thereof by Tenant and Subtenant and the condition thereof do not violate in any of the Resident Agreements material respect as to a particular Facility any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation, any building code or fire code applicable to such Premises, or any other applicable federal, state or federal laws, regulations or codes (collectively, “Applicable Laws and Restrictions”), and are not designated by any governmental agency to be in a flood plain area. Seller has, on or before the Effective Date, provided written notice to Buyer of the residents any continuing, alleged or the potential violations of Applicable Laws and Restrictions known to Seller. (c6) There are is no proceedings or investigations pending or, to Seller’s or Tenant’s knowledge, threatenedthreatened litigation or other proceeding affecting the title to or the use or operation of the Facility Premises. (7) Neither Seller nor Tenant is a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, against as amended, and Seller and Tenant shall certify its respective taxpayer identification number at Closing. (8) To the best of Seller’s knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to the Facility Premises. (9) With respect to each separate Property, the Land underlying such Property is a separate parcel for real estate tax assessment purposes. (10) All of the financial data regarding the construction, ownership and operation of the Property that Seller has provided, or caused to be provided, to Buyer is true, complete and correct in all material respects. (11) To the best of Seller’s knowledge, the Improvements are in good structural condition and repair and are suitable for the purposes currently being used and have been constructed in accordance with (i) the Plans and (ii) applicable building codes, laws and regulations in a good, substantial and workmanlike manner. (12) As of the Closing, there will be in effect all material Permits and other authorizations necessary for the then current use, occupancy and operation of the Property. (13) Except as previously disclosed by Seller to Buyer in writing, no Hazardous Materials are, will be, or to the best of Seller’s knowledge, have been, stored, treated, disposed of or incorporated into, on or around the Facility Premises in violation of any applicable statutes, ordinances or regulations; the Facility Premises is in material compliance with all applicable environmental, health and safety requirements; any business currently or, to the best of Seller’s knowledge, heretofore operated on the Facility Premises has disposed of its waste in accordance with all applicable statutes, ordinances and regulations; and Seller has no notice of any pending or, to the best of Seller’s knowledge, threatened action or proceeding arising out of the condition of the Facility Premises or any alleged violation of environmental, health or safety statutes, ordinances or regulations. (14) As of the Closing Date, the Facility Premises complies in all material respects with the Americans with Disabilities Act and all related and applicable laws, rules, regulations and/or orders governing or relating to accessibility. (15) Neither Seller nor Tenant has received any written notice of any investigation, audit, survey, action or proceeding whether pending or threatened, that (a) questions the validity of this Agreement or the Lease or any action taken or to be taken pursuant hereto, or (b) may subject the Property to a material liability which relate is not covered by insurance, whether or not Buyer is indemnified by Seller or Tenant with respect to the same, (c) involves condemnation or the exercise eminent domain proceedings against any material part of the right Facility Premises, or (d) any other claim, litigation or regulatory action pending or threatened. (16) As of eminent domain as the Closing Date, to the best of Seller’s knowledge, all permits, licenses and approvals required by any part governmental or quasi-governmental, body, department, commission, board, bureau, instrumentality or officer, or otherwise appropriate with respect to the construction, operation, leasing, maintenance or use of the Property or purchase any part thereof, will have been issued, are past all appeals periods and are valid and in lieu thereoffull force and effect and no provision, condition or limitation of any of the same has been breached or violated. (d17) Seller has received no written notice specifically acknowledges and understands that either the Property or the use thereof violates any laws, rules or regulations where Seller knows of any federal, state, city fact(s) materially affecting the value or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction desirability of the issuer Property, whether said fact(s) is/are readily observable or not, Seller hereby assumes and accepts a duty to disclose said fact(s) to Buyer. To Seller’s knowledge, no representation or warranty of Seller in this Agreement contains any untrue statement of material fact or omits a material fact, the significance of which is known to Seller, that is necessary, in light of the noticecircumstances under which it is made, to make the statements contained therein not misleading. (e18) No bankruptcy person or insolvency proceedings are pending entity other than the Seller Parties and the residents of each Property has (i) any right or contemplated by option to acquire all or against Seller. any portion of the Property, or (fii) This any tenancy or other interest or right of occupancy in or with respect to all or any portion of the Property. All of the representations, warranties and agreements of Sellers set forth herein and elsewhere in this Agreement has been duly authorized by all necessary actions on shall be true upon the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and shall be reaffirmed and repeated in writing at and as of the consummation of Closing hereunder does Date, but not subsequent to the Closing Date, and will not violate or contravene any lawshall survive the Closing Date for twelve (12) months, orderprovided, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessmentshowever, the Property does not contain any Hazardous Materials (as hereinafter defined) representations, warranties and agreements contained in violation of applicable laws, and the Property has not been used by Seller Section 13.1 above shall survive for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating period of time after Closing equal to the environmentexpiration of any applicable statute of limitations as to a claim regarding said representations, as any of the same may be amended from time to timewarranties and agreements.

Seller’s Representations. Seller represents Seller's representations contained in this Section 9.1 are true and warrants to Purchaser accurate in all material respects, and shall survive the closing for a period of one (1) calendar year. Seller's representations contained in this Section 9.1 shall be continuing and shall be true and correct as of the Closing Date with the same force and effect as if remade by Seller in a separate certificate at that time; provided, however, if Seller becomes aware after the date of this Agreement that any representation by Seller is untrue in any material respect, Seller may give Buyer written notice of such change in Seller's representation and Buyer shall have seven (7) business days to terminate this Agreement by written notice to Seller and receive a refund of the Xxxxxxx Money, but the failure of Buyer to timely terminate this Agreement shall be deemed a modification of such representation and Seller shall only be obligated to remake such representation at Closing as so modified. Seller's representations are based on Seller's actual knowledge (as used herein, "Seller's actual knowledge" means the actual and present knowledge of Closing, Xxxxxx Xxxxx without investigation or inquiry). In no event shall Xxxxxx Xxxxx have any personal liability under this Agreement. In no event shall the foregoing affect Seller’s disclosure obligations under California law as follows: (a) Seller owns fee simple title to the Propertya seller of real property. (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) 9.1.1 Seller has received no written notice that either the Property or the use thereof violates any lawsfull power and authority to enter into and perform this Agreement in accordance with its terms, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement and all requisite action has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered taken by Seller and constitutes a valid and binding agreement of Seller. The in connection with the execution of this Agreement and the consummation transactions contemplated hereby. 9.1.2 Seller has not received written notice of Closing hereunder does not and will not violate any asbestos, radioactive material, hazardous waste, material, or contravene substance, toxic substance, pollutant, oil, or contaminant, as defined by any federal, state, or local law, rule, order, decreeordinance, rule requirement, or regulation to which Seller is subject, to its knowledge, ("Hazardous Substances") stored or any agreement, instrument or document to which Seller or disposed on the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of any applicable lawslaw. 9.1.3 There is no condemnation proceeding, and litigation, action, suit, or proceeding pending, or threatened in writing within twelve (12) months prior to the Property date of this Agreement, which affects the Property. 9.1.4 Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. 9.1.5 Seller has not been used by Seller for a landfill received any written notice of violation of any law or dump site. As used hereinordinance affecting the Property. 9.1.6 On the Closing Date, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances there shall be no leases or toxic substances, as defined in 42 U.S.C. §§9601 et seqoccupancy agreements effecting the Property., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. As of the Effective Date of this Agreement, the Seller represents hereby represents, covenants and warrants to Purchaser as of the date of this Agreement and as of Closing, Buyer as follows: (a) The Seller owns fee simple title to is a limited liability company duly organized and validly existing under the Propertylaws of the State of Louisiana. (b) There are no leases or other rights of parties in possession with respect The Seller has the necessary authority and capacity to the Property except for the Resident Agreements. The copies of the Resident Agreements provided enter into this Agreement and to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Sellercarry out its obligations hereunder. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly and validly executed and delivered by Seller Seller, and constitutes a the legal, valid and binding agreement obligation of the Seller. The execution of this Agreement , enforceable against the Seller in accordance with its terms. (d) There are no condemnation or eminent domain proceedings either pending or threatened against the Property. (e) There are no actions, suits, proceedings or investigations pending or threatened in any court or before any Governmental Authority or arbitrator against the Seller or that affect the Property and the consummation of Closing hereunder Seller does not have knowledge of any basis for any such suit, proceeding or investigation. (f) Seller has good, valid, merchantable and will not violate unencumbered title to the Property subject to no lease, encumbrance or contravene restriction, except for the lease to Boasso America Corporation, a copy of which lease has been delivered to Buyer. There is no party in possession of any lawportion of the Property as a lessee, order, decree, rule or regulation to which Seller is subject, to its knowledgeoccupant, or any agreementotherwise, instrument other than Boasso America Corporation. Except for the rights granted by this Agreement, there are no outstanding options, rights of first offer, rights of first refusal, or document other rights to which Seller purchase or acquire the Property is subjector any portion thereof or interest therein. (g) To There is no pending or threatened expropriation or similar proceeding or special assessment (inclusive of assessments for street widening, repair, or improvement), or change in zoning affecting the Property. (h) Seller has received no notice from any governmental authority or other person about, and Seller does not otherwise have knowledge of, any violation of any federal, state, parish, or city statute, ordinance, code, rule, or regulation affecting the Property or Seller or indicating that any investigation has commenced or is contemplated regarding any such violation, and Seller does not have knowledge of any basis for any such violation or investigation. (i) There are no jurisdictional wetlands located on the Property. (j) Seller has the power and has obtained all necessary consents and approvals required for the execution, delivery of, and Seller’s knowledgeperformance under this Agreement. Performance of this Agreement by Seller will not result in any default under, except as set forth in or the Environmental Site Assessmentsimposition of any lien or encumbrance on, the Property does under any contract or other agreement that affects Seller or the Property. (k) There is no attachment, execution, assignment for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under other debtor relief laws contemplated by, pending, or threatened against Seller. (l) Seller has not contain any Hazardous Materials (as hereinafter defined) in violation of applicable lawsentered into, and has no knowledge of, any contract or other agreement with any private party or governmental authority affecting the Property, including without limitation any that require the owner of the Property to install, maintain, construct, or otherwise participate in or contribute to any installation, maintenance, or construction of any offsite improvements serving or intended to serve any portion of the Property. (m) There are no unpaid charges, debts, liabilities, claims, or obligations arising from the ownership or operation of the Property that could give rise to any mechanic’s, materialman’s or other statutory lien against the Property or for which Buyer or any purchaser of the Property will be responsible. (n) There is no pending or threatened action that would limit or terminate any utility service to the Property or limit or terminate access to and from the Property to dedicated and accepted public highways, streets, or roads. (o) There are no underground storage tanks located in, on or under the Property and to Seller’s knowledge there have never been any such underground storage tanks. (p) There are no endangered species located on the Property. (q) No portion of the Property is being or has not been used by Seller for as a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seqcemetery., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller represents and warrants to Purchaser Buyer as follows (“Seller’s Representations”): 6.1. Seller knows of no written notice of any liens or assessments to be levied against the date Property. 6.2. Seller knows of this Agreement and as no written notice from any governmental agency of Closingany violation of any statute, as follows: (a) Seller owns fee simple title law, ordinance, or of any deed restriction, rule, or regulation with respect to the Property. (b) There are 6.3. Seller is not a "foreign person" as that term is defined in IRC § 1445. At Closing, Seller will execute and deliver to Purchaser a certification of non-foreign status on a form required by the IRS. 6.4. Seller has full and complete authority to enter into this Agreement and convey the Property in accordance with the terms hereof. 6.5. To Seller's knowledge, there is no leases condemnation, environmental, zoning, or similar proceeding existing or planned which could detrimentally affect the use, development, operation, or value of the Property that is undisclosed to Purchaser. 6.6. Seller has no knowledge of any actual or threatened claims under any insurance policy covering the Property or of any other actual or threatened third party claim against the Property. 6.7. Seller shall maintain the Property prior to Closing consistent with Seller’s current operating practices, and shall have done nothing to damage the reputation or suitability of the Property. Seller shall cause any existing or future leasehold interest in the Property and any service contracts or other rights of parties in possession with respect to agreements affecting the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct terminate and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Sellervacate prior to Closing. (c) There are no proceedings 6.8. Seller agrees to notify Buyer promptly if Seller receives actual notice, prior to Closing, of any event or investigations pending or, to Seller’s knowledge, threatened, against or condition that would result in making any previously disclosed material information relating to the Property substantially misleading or incorrect. Upon receipt of such notice, Buyer, in its absolute discretion, may terminate this Agreement by written notice to Seller, in which relate event the Xxxxxxx Money actually held by Escrow Agent shall be returned to condemnation Buyer neither Seller nor Buyer shall have any further rights or the exercise obligations under or relating to this Agreement, except pursuant to any surviving obligations. 6.9. Seller’s Representations are materially true and correct as of the right of eminent domain as Effective Date and shall be continue to any part of be materially true and correct thereafter and through the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledgeDate, except as set forth in necessarily revised by any further disclosure or notification Seller is obligated to make under this Agreement after the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, Effective Date and the Property has not been used by Seller for a landfill on or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seqprior to Closing., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller represents and warrants to Purchaser as of the date of this Agreement and as of Closing, covenants and agrees with Purchaser as follows: (a) Seller owns fee simple title has not entered into any contracts, arrangements, licenses, concessions, easements, or other agreements, including, without limitation, service arrangements and employment agreements, either recorded or unrecorded, written or oral, affecting the Property, or any portion thereof or the use thereof, other than the Lease and the Contracts. Each of the Contracts: (i) is in good standing and free from default, (ii) fully assignable to Purchaser without any change in the terms and provisions thereof, and (iii) may be cancelled by Purchaser upon not more than thirty (30) days notice and without payment of premium or penalty therefor. Purchaser may elect, by written notice to Seller delivered as of the expiration of the Inspection Period, to not assume all or certain of the Contracts, in which event Seller shall terminate such Contracts as of Closing. (b) Seller has no notice or knowledge of: (i) any pending improvement liens to be made by any governmental authority with respect to the Property; (ii) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to the Property; (iii) any pending or threatened lawsuits with respect to the Property; or (iv) any pending or threatened condemnation proceedings with respect to the Property. (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending orSeller will use reasonable efforts to request the books, to Seller’s knowledgerecords, threatened, against or income and expense statements (the "BOOKS AND RECORDS") relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part operation of the Property from the tenant under the Lease in accordance with Section 32 (m) of the Lease. Purchaser acknowledges that Seller cannot and does not warrant the accuracy or purchase completeness of such Books and Records and is endeavoring to provide such information to Purchaser as an accommodation only. Seller knows of no fact or condition which might, in lieu thereofthe future, adversely affect the performance of income and expenses. (d) During the period between the date of this Agreement and closing, Seller has received no written notice that either shall continue to operate and manage the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved consistent with its operation and management prior to the satisfaction date of this Agreement and in accordance with all of the issuer requirements of the noticeLease. (e) No bankruptcy Seller shall use reasonable efforts to cause the tenant under the Lease to comply prior to closing with all laws, rules, regulations, and ordinances of all governmental authorities having jurisdiction over the Property. Seller shall be responsible for and shall promptly pay all amounts owed for labor, materials supplied, services rendered and/or any other bills or insolvency proceedings amounts incurred at the direction to Seller and Seller's ownership and/or operation of the Property prior to closing, and which are pending or contemplated by or against Sellernot the responsibility of the tenant under the Lease. (f) This Prior to closing, no portion of the Property or Seller's interest therein shall be alienated, encumbered, conveyed or otherwise transferred. (g) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The execution, delivery and performance of this Agreement has by Seller have been duly authorized by all necessary actions on the part and no consent of Sellerany other person or entity to such execution, has been duly executed delivery and delivered by Seller and constitutes performance is required to render this document a valid and binding agreement instrument enforceable against Seller in accordance with its terms. Assuming the consent of the Requisite Lenders (as defined in the Seller. The 's Amended and Restated Credit Agreement dated as of July, 12, 2002, among Seller, Citicorp USA, Inc., in its capacity as Agent for the Lenders and Issuing Banks thereunder, and certain subsidiaries of the Seller) (hereinafter referred to as the "Requisite Lenders' Consent to Asset Sale"), the execution of this Agreement and or the consummation of Closing hereunder does not and the transactions contemplated hereby will not not: (i) result in a breach of, or default under, any agreement to which Seller is a party or by which the Property is bound, or (ii) violate or contravene any law, order, decree, rule or regulation restrictions to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (gh) Seller is not a "foreign person" within the meaning of the United States tax laws and to which reference is made in Internal Revenue Code Section 1445(b)(2). At closing, Seller shall deliver to Purchaser an affidavit to such effect. (i) To the knowledge of Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does there has not contain been and there is not now (i) any Hazardous Materials Substance (as hereinafter defined) in violation present on the Realty, (ii) any present or past generation, recycling, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substance on the Realty, or (iii) any failure to comply with any applicable local, state or federal environmental laws, and regulations, ordinances or administrative or judicial orders relating to the Property generation, recycling, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substance. Seller has not been used by Seller for a landfill received any notice from any governmental authority regarding the presence of any Hazardous Substance, any present or dump sitepast generation, recycling, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substance or any failure to comply with any applicable local, state or federal environmental laws, regulations, ordinances or administrative or judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substance. As used herein, “Hazardous Materials” the term "HAZARDOUS SUBSTANCE" means any oil, substance or material defined or designated as a hazardous materials, hazardous wastes, hazardous substances or toxic substanceswaste material or substance, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable or other similar term by any federal, state and or local lawsenvironmental statute, rules and regulations relating to the environmentregulation or ordinance presently or hereinafter in effect, as any of the same such statute, regulation or ordinance may be amended from time to time.

Seller’s Representations. Seller hereby represents and warrants to Purchaser covenants, as of the date of this Agreement Effective Date, and again as of the Closing, as follows: (a) As of the Effective Date, (i) Seller, to its knowledge, has not received any notices of a violation of the building code, any applicable zoning ordinances, or other laws relating to the use, ownership, construction or design of the Improvements with respect to the Property (other than notices of violations which have been previously removed or corrected); and (ii) Seller, to its knowledge, is not aware of and has not received any notices of any action or governmental proceeding in condemnation or eminent domain, or for a change in the zoning, which would affect the Property; and (b) As of the Effective Date, there are no leases or rental agreements or service agreements affecting the Property that will remain in effect after the Closing Date other than the Leases or rental agreements or service agreements currently affecting the Property and delivered by Seller to Purchaser pursuant to the LOI and this Contract. Between the date hereof and the earlier of the Closing Date or the termination of this Contract, Seller shall not amend, modify or terminate the Leases, except that Seller shall terminate the Lease with Exxxx-Xxxxxxxx, nor enter into new leases of space at the Property. Seller has not received any notice of default from any tenant under the Leases, and Landlord has not sent any notice of default to any tenant of the Property within the last six (6) months that remains outstanding. (c) That (i) Seller has the capacity and requisite authority to enter into and carry out the terms and provisions of the LOI and this Contract and the transaction contemplated hereby and will provide evidence thereof to Purchaser at Closing; (ii) Seller owns fee simple leasehold title to the Property subject to all matters of record; and (iii) no third party has any right to purchase all or any part of Property. (d) Seller shall not further encumber the Property or any of the Improvements or Personal Property located thereon. Between the date of the LOI and this Contract and the earlier of the Closing Date or the termination of this Contract, Seller shall not voluntarily create any exception to title to the Property. (be) There are To the best of Seller’s knowledge, as of the date hereof, there is no leases cause of action or arbitration, or other rights proceeding pending or threatened in writing which could materially and adversely affect the Property or Seller’s ability to close pursuant to this Contract. (f) To the best of parties in possession with respect Seller’s knowledge, as of the date hereof, Seller has not received any written notice of any violation of any applicable federal, state or local law, statute, ordinance, rule or regulation regulating the use, generation, storage, handling or disposal of any hazardous wastes, toxic, hazardous or dangerous substances or similar substances or materials defined as hazardous, toxic or environmentally unsafe under any of the aforesaid laws, statutes, ordinances, rules or regulations. (g) Seller is not currently renovating the Property. (h) Subject to a current title search, and to the Property except for the Resident Agreements. The copies best of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the CensusSeller’s knowledge, there are no current monetary defaults under any of mechanics liens currently affecting the Resident Agreements by any of the residents or the SellerProperty. (ci) There are no proceedings Other than the amounts disclosed by the tax bills delivered or investigations pending or, to Seller’s knowledge, threatened, against or relating be delivered by Seller to the Property which relate to condemnation or the exercise of the right of eminent domain Purchaser as to any part of the due diligence materials, supplemental taxes imposed as a result of the transfer of the Property to Purchaser, or purchase in lieu thereof. (d) the PILOT Lease with the IDB, Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federalpending proceedings for special assessments of any kind (special, statebond or otherwise) to be levied against the Property, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the noticeportion thereof. (ej) No bankruptcy Seller is not a person or insolvency proceedings entity with whom U.S. persons or entities are pending restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons list) or contemplated by under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten or against SellerCommit, or Support Terrorism), or other governmental action. Seller is not a “foreign person” as such term is defined in Sections 1445 and 7701 of the Internal Revenue Code of 1986 and the regulations relating thereto. (fk) This Agreement has been duly authorized by Purchaser will have access to all necessary actions on the part of such other documents and written agreements and contracts within Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate ’s control or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or possession containing material information regarding the Property is subjectand not of a proprietary, confidential or financial nature. (gl) To Seller’s knowledge, except as set forth in The Personal Property listed on Exhibit G is all of the Environmental Site Assessments, Personal Property owned by Seller located at the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to timedate hereof.

Seller’s Representations. Seller represents Sellers hereby represent and warrants warrant to Purchaser Purchaser, subject to the “AS-IS” disclaimer set forth below and except as of set forth in that certain schedule (the date of this Agreement “Disclosure Schedule”) attached hereto as Exhibit M and as of Closingmade a part hereof for all purposes, as follows: (a) Each Seller owns fee simple title is a duly organized, validly existing corporation, limited partnership or a limited liability company in good standing under the laws of the State of Maryland and are authorized to conduct business in the PropertyState in which the Improvements are located. This Contract has been duly authorized, executed and delivered by Sellers, and is and at the time of the Closing will be a legal, valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors. (b) There are Sellers have received no leases written notice, within the past two (2) years, of any current, proposed or other rights threatened eminent domain or similar proceeding, or private purchase in lieu of parties such proceeding, which would affect the Improvements in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Sellermaterial way. (c) There are no proceedings or investigations pending orSellers have not received any written notice, to Seller’s knowledgewithin the past two (2) years, threatened, against or relating to of a claim that the Property which relate to condemnation or the exercise of the right of eminent domain as to Improvements does not comply in any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of material way with any federal, state, county, city or county any other laws, ordinances, rules and regulations, including, but not limited to, those relating to environmental, zoning, land use and division, building, fire, health and safety matters, of any government or any agency, body or subdivision thereof having any jurisdiction over bearing on the Property that construction of the Improvements and on the operation, ownership or use of the Improvements (collectively, “Applicable Laws”), which noncompliance Sellers have not been resolved cured. (d) Sellers have received no written notice, within the past two (2) years, of any pending or threatened litigation which does or reasonably could affect the Leasehold Interests, the Sublease Interests or the Improvements or Sellers’ ability to fulfill all of its obligations under this Contract. Except as set forth in the Disclosure Schedule, Sellers have made no outstanding claims on Sellers’ insurance policies which claims relate to the satisfaction of the issuer of the noticeImprovements. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, Schedule 9.01(e) sets forth a true, correct and complete list and rent roll with respect to the Leases and each Seller has or will make available to Purchaser for review a copy of each of the Leases to the extent copies of the Leases are in Sellers’ possession. To Sellers’ knowledge, except as disclosed on Schedule 9.01(e) no material default or breach exists on the part of any tenant under the Leases. Except as disclosed on Schedule 9.01(e) (and for improvements related to Bay Shore), Sellers, as landlord under the Leases, have fully completed all construction obligations and all tenant improvements specified in the Leases to be the responsibility of the landlord thereunder and have paid all tenant improvement costs and allowances applicable thereto that are currently due. Except as set forth on Schedule 9.01(e), or as disclosed in the Environmental Site Assessmentsapplicable Lease, no tenants are entitled to any rebates, rent concessions or free rent. Sellers have not received, within the past two (2) years, any written notice of any default or breach on the part of the landlord under any of the Leases. Sellers are not parties to any pending contracts for the sale of all or any portion of the Improvements. (f) To Sellers’ actual knowledge, no default or breach exists on the part of any of Sellers under any of the Campus Ground Leases, the Property does Solomons Island Ground Lease or the Parking Lease. Sellers have not contain received any Hazardous Materials written notice of any default or breach on the part of Sellers and have not sent any written notice of default or breach on the part of Hospital, Xxxxxxxx or the County under the Campus Ground Leases, the Solomons Island Ground Lease or the Parking Lease, respectively. (g) Except as set forth on Schedule 9.01(g), to Seller’s knowledge, there are no Service Contracts entered into by Sellers. Sellers have or will make available to Purchaser for review a copy of each of the Service Contracts to the extent copies of the Service Contracts are in Sellers’ possession. To Sellers’ knowledge, no party to the Service Contracts is in breach or default under any obligation thereunder or any provisions thereof. Provided Sellers do not incur any expense, Sellers will use commercially reasonable efforts to assist Purchaser in obtaining any required consents to the assignment of any Service Contracts that Purchaser desires to assume, pursuant to Section 4.05 above, but no such assignment will take place until Closing. (h) Sellers have not received any written notice, within the past two (2) years, concerning any alleged violation of any applicable environmental law, rule or regulation at or in the Improvements which remains uncured. (i) Purchaser has no obligation to continue to employ any persons presently employed by Sellers at the Improvements (the foregoing shall not be construed to modify the provisions of Section 6.07 above). (j) None of Sellers is a foreign corporation, foreign partnership, foreign trust or foreign estate (as hereinafter defined) defined in violation of applicable lawsthe Internal Revenue Code (“Code”)), and no Seller is subject to the Property provisions of Sections 897(a) or 1445 of the Code related to the withholding of sales proceeds to foreign persons. (k) Seller has not, within the past two (2) years, received any written notice from any government or any agency, body or subdivision thereof of (i) any violation, suspension, revocation or non-renewal of any licenses or permits related to the ownership or operation of the Improvements (the “Licenses and Permits”) that has not been cured or dismissed, or (ii) any failure by any Seller to obtain any Licenses and Permits that are necessary for the ownership and/or operation of the Improvements that has not been cured or dismissed. (l) Each Seller is solvent within the meaning of Title 11 of the United States Code, as amended (the “Bankruptcy Code”), and is able to repay its debts as they become due. No Seller has filed or taken any action to file a voluntary petition, case or proceeding under any section or chapter of the Bankruptcy Code, or under any similar law or statute of the United States or any state thereof, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of its debts and no such petition, case or proceeding has been filed against it which has not been dismissed, vacated or stayed on appeal and no Seller has been adjudicated as a bankrupt or insolvent or consented to, nor filed an answer admitting or failing reasonably to contest an allegation of bankruptcy or insolvency. No Seller has sought, or consented to or acquiesced in, the appointment of any receiver, trustee, liquidator or other custodian of it or a material part of its assets, and no Seller has made or taken any action to make a general assignment for the benefit of creditors or an arrangement, attachment or execution has been levied and no tax lien or other governmental or similar lien has been filed, against it or a material part of its properties, which has not been duly and fully discharged prior to the date hereof. (m) Neither (i) any assets of Sellers, nor (ii) any funds to be used by Seller Sellers with respect to the transactions contemplated pursuant to this Contract, are, or at the Closing will be, pursuant to ERISA or the Code, considered for any purpose of ERISA or Section 4975 of the Code to be assets of a landfill Plan. Sellers are not executing this Contract and will not be performing their obligations or dump siteexercising their rights or remedies under the Contract on behalf of or for the benefit of any Plan. As used herein, For the purposes hereof the following terms shall have the following meanings: “Hazardous MaterialsCode” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substancesshall mean the Internal Revenue Code of 1986, as amended; “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended (and any successor statute and any applicable regulations or guidance promulgated thereunder); and “Plan” shall mean a “plan” as that term is defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any Section 3(3) of ERISA or Section 4975 of the same may be amended from time to timeCode.

Seller’s Representations. Seller hereby covenants, warrants and represents and warrants to Purchaser as of the date of this Agreement and as of Closing, as followsthat: (a) Seller owns fee simple title has the sole right, legal power and authority to (i) enter into this Agreement and (ii) convey the PropertyProperty in accordance with the terms and conditions of this Agreement. (b) There All requisite individual, corporate, limited liability company or partnership actions or any other required action have been taken and satisfied by Seller to authorize the execution and performance of this Agreement, and that such actions will be taken at or before Closing so as to allow the consummation of the transaction contemplated herein. No other proceedings or actions on the part of Seller are necessary to authorize this Agreement or to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. (c) The individual(s) executing this Agreement, on behalf of the Seller, has (or have) the full right, legal power and actual authority to bind the Seller to the terms and conditions of this Agreement. (d) As of Closing, no leases or service contracts will exist that will affect the Property or limit Seller’s right to sell and convey the Property. In addition, Seller covenants, warrants and represents that there is no known litigation (whether threatened, pending, filed or otherwise), claims or judicial, administrative or arbitration proceedings or other rights such dispute affecting any part or all of parties the Property. Should Seller receive notice of any such litigation or otherwise become aware of any such litigation or dispute, Xxxxxx agrees to promptly notify Purchaser and to work diligently by using its reasonable efforts to bring the litigation or dispute to a resolution. (e) Seller will not, in possession any way or manner, knowingly alter, encumber or restrict the title to the Property after the Effective Date without the prior written consent of Purchaser. (f) Seller represents that this Agreement is the only active agreement for the purchase and sale of the Property and that no other outstanding purchase agreements exists on the site. Seller agrees not to enter into any other purchase agreements with respect to the Property except for after the Resident Agreements. The copies Effective Date until either termination of this Agreement or Closing. (g) Seller’s execution, delivery or performance of this Agreement is not prohibited by and will not knowingly cause a default in any other agreement, mortgage, covenant, document, or instrument applicable to the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents Property or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (gh) To Seller’s knowledge, except no fill has been placed on the Property, whether dirt, organic materials, debris or other materials by Seller, and there are no storage tanks, foundations, footings, or any other underground improvements remaining within the Property that are not part of an existing structure on the Property. Seller has no knowledge of any fact, circumstance or natural or artificial condition (including title matters) which would prevent, or materially limit or impede, Purchaser’s Intended Use of the Property. (i) All representations, warranties and agreements of Seller contained herein will be true in all material respects as of the date made by Seller as required and/or set forth in the Environmental Site Assessmentsunder this Agreement. In addition, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, Seller will have performed and the Property has not been used complied with all obligations and covenants required by this Agreement to be performed or complied with by Seller for a landfill on or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seqprior to Closing., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller covenants, represents and warrants to Purchaser as of the date of this Agreement and as of the Closing Date, which representations and warranties unless otherwise noted, shall not survive the Closing, as followsthe following: a. Seller (ai) Seller owns fee simple title is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Connecticut; (ii) has the authority and power to enter into this Agreement and to consummate the Propertytransaction contemplated hereby; and (iii) has duly authorized the execution, delivery and performances of this Agreement and all required consents and approvals have been duly obtained. (b) There are no leases b. Seller has not received any written notification of any pending or threatened condemnation, requisition or similar proceeding affecting the Property or any portion thereof. c. No special taxes or assessments have been levied, assessed or imposed on or against the Property or any part thereof that have not been fully and finally paid, and neither Seller, nor any of its agents or employees have received any written notice of threatened or pending special taxes or assessments affecting the Property or any part thereof. d. Other than the Leases set forth on the Rent Roll attached hereto as Exhibit C which is true, accurate and complete, Seller has not entered into any other Leases, lease amendments, lease guaranties, work letter agreements, improvement agreements, subleases, assignments, licenses, concessions or other rights of parties in possession agreements with respect to the Property except for the Resident Agreements. The copies leasing, use or occupancy of the Resident Agreements provided to Purchaser are trueProperty or any part thereof. e. At the time of execution of this Agreement by Seller, correct all Leases shall be in full force and complete. Except effect in accordance with their respective terms and no monthly rent has been paid more than one month in advance and no security deposit or prepaid rent has been paid except as set forth stated in the Leases and except as noted on the Census, Rent Roll attached hereto as Exhibit C and made a part hereof. Seller has not received any notice from any Tenant claiming there are no current monetary defaults to be any existing material breach or material default by Landlord under any Lease at the time of execution of this Agreement by Seller. To the Resident Agreements best of Seller's knowledge, no event has occurred or condition exists which, with or without notice or the passage of time, or both, would constitute a material breach or a material default by Landlord, or to Seller's actual knowledge, by any Tenant, under the Leases, except as noted on Exhibit C. f. All leasing commissions with respect to the Leases have been paid in full and no brokerage commission, finder's fee or similar compensation shall be due or payable in connection with the exercise of any option to renew or extend any Lease. This representation and warranty shall survive the residents or the Sellerclosing. (c) g. There are is no proceedings action pending or investigations pending or, to Seller’s 's knowledge, threatened, against Seller by any tenant under a Lease. h. Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder. i. Seller has not: i. Materially amended, modified or supplemented any Lease or Contract or accepted a surrender of or voluntarily canceled any such Lease or Contract or entered into any new Lease or Contract relating to the Property Property, except those for which relate written notice and a copy thereof has been delivered to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereofPurchaser. (d) Seller has received ii. Commenced any action or proceeding, including, without limitation, a summary dispossess proceeding or non-payment proceeding, against any tenant which is in default under its Lease. j. There are no written notice that either the Property permits, licenses, other than ordinary business licenses, or consents required by any governmental authority in connection with the use thereof violates any laws, rules or regulations and occupancy of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not already been resolved obtained. k. Neither Seller nor any entity controlled by or under common control with Seller owns any real property adjacent to Goodwives Shopping Center. Seller has not initiated any tax appeals which are pending and to the satisfaction best of Seller's knowledge, there are no pending tax appeals having been brought by any Tenants of the issuer of the noticeGoodwives Shopping Center. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller represents to Buyer the following: a. Seller has the legal and warrants corporate authority to Purchaser as of the date of enter into this Agreement and as to sell the Property. The individuals executing this Agreement on behalf of ClosingSeller have the legal and corporate authority to execute this Agreement on behalf of Seller and to bind Seller. b. Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate, as follows:defined in Section 1445 of the Internal Revenue Code. (a) c. There have been no bankruptcy or dissolution proceedings involving Seller owns fee simple title during the xxxx Xxxxxx has had any interest in the Property. d. There are no unsatisfied judgments of record against Seller. e. There are no state or federal tax liens filed against Seller. f. There has been no labor or materials furnished to the Property for which payment has not been paid. g. There are no unrecorded mortgages, contracts, purchase agreements, options, leases, easements or other agreements or interest relating to the Property. (b) h. There are no leases or other rights of parties persons in possession with respect to of any portion of the Property except for other than pursuant to a recorded document. i. To the Resident Agreements. The copies best of the Resident Agreements provided to Purchaser are trueSeller’s actual knowledge, correct and complete. Except as set forth on the Census, that there are no current monetary defaults encroachments or boundary line questions affecting the Property. j. Seller is the fee owner of the Property subject only to Permitted Encumbrances. k. The Property has legal access to a public right of way. l. Seller has not received notice of any new public improvement project(s), the cost of which a governmental entity may assess against the Property. m. To the best of Seller’s actual knowledge there is no action, litigation, governmental investigation, condemnation or administrative proceeding of any kind pending against Seller or involving any portion of the Property, and no third party has threatened Seller with commencement of any such action, litigation, investigation, condemnation or administrative proceeding. n. Seller is not in default in the performance of any of Seller’s obligations under any of the Resident Agreements by any of the residents mortgage, contract for deed, easement agreement, covenant, condition, restriction or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or other instrument relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereofProperty. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller represents As an inducement for Factor to purchase Accounts from Seller, Seller, and warrants each of its principals as identified on Factor's list of authorized signatories, hereby makes the following representations, warranties and covenants to Purchaser Factor. The following representations, warranties and covenants shall be, as of may be applicable, deemed made upon the date execution of this Agreement, in each instance in which Seller submits an Account to Factor for purchase and for long as there are any obligations outstanding under this Agreement and as of Closing, as follows:from Seller to Factor. (a) If Seller owns fee simple title is a registered entity, it is duly organized and existing under the laws of Nevada, is duly qualified, and as may be required, properly licensed, is in good standing in such state and every other state in which it is doing business, the execution, delivery and performance of this Agreement are within its corporate powers and have been duly authorized as evidenced by the Corporate Resolution attached hereto, and are not in contravention of any law or the powers of its charter, bylaws, articles of incorporation, operating agreement, partnership agreement, or other incorporation papers, or of any indenture, agreement or undertaking to which Seller is a party or by which it is bound. Seller's true and correct legal name is as set forth on the Propertysignature line below and Seller will notify Factor in writing no less than 30 days prior to any change of name, dba, place of business, state of incorporation or corporate status or organizational identification number. (b) There are no leases If Seller is operating under a trade or other rights of parties assumed name, said name has been filed with the proper authorities and each name has been provided, in possession with respect writing, to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the SellerFactor. (c) There are no proceedings or investigations pending orSeller has and will maintain good, to Seller’s knowledge, threatened, against or relating clear and undisputed exclusive title to the Property which relate Accounts offered for sale to condemnation Factor hereunder, and such sale will vest absolute ownership to such Accounts in Factor, free and clear of any lien, encumbrances, claims or the exercise security interest of the right of eminent domain as any kind or nature including but not limited to any part of the Property or purchase in lieu thereofFederal and/or State tax liens. (d) Each Account sold and assigned to Factor shall be an Account based upon a bona fide sale and the delivery and acceptance of Goods or performance of services by Seller has received no written notice that either the Property or the use thereof violates any lawsto an Account Debtor and shall be an unconditional, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction valid and enforceable obligation of the issuer Account Debtor, with no claim, offset, allowance, discount, deduction, dispute, contingency or counterclaim, which could reduce the amount of such Account, affect me validity thereof, or hinder Factor's ability to collect or receive payment of the noticefull face amount of said Account. (e) No bankruptcy All information furnished by Seller to Factor, including, but not limited to, past histories of the payment of Account Debtors, and any and all information given to Factor in connection with me Accounts, is true, complete and accurate, and contains no material omissions, misstatements or insolvency misrepresentations. (f) Seller is the sole and absolute owner of the Collateral and any other property in which Factor is given a security interest; has good right and authority to grant a security interest to Factor in such Collateral or other property; there is no presently outstanding lien, security interest or encumbrance in or on the Collateral or proceeds and there is no financing statement covering the Collateral or proceeds on file in any public office except as may show on the exhibit 6(f) attached hereto. There are no judgments outstanding against Seller and there are no actions, charges, suits, proceedings are or investigations pending or contemplated threatened against Seller or any of its property and none of Seller's inventory has been produced in violation of the Fair Labor Standards Act or imported in violation of any United States Custom treaty. (g) All financial records (including, but not limited to, balance sheets, income statements, federal income tax returns, and Accounts agings, listing or reports) which may have been or may hereafter be furnished to Factor by Seller shall fairly and accurately represent the financial conditions and operating results of Seller as of the dates or for the periods stated thereon. Such financial records shall be accurate and correct in all material respects and complete insofar as necessary to give Factor a true and accurate knowledge of the subject matter. (h) Seller shall reflect on its books the absolute sale of the Purchased Accounts to Factor. Seller shall furnish Factor, upon request, such information and statements, as Factor shall request from time to time regarding Seller's business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide Factor, on or prior to the 30th day of each month, unaudited financial statements with respect to me prior month and, within ninety (90) days after the end of each of Seller's fiscal years, annual financial statements and such certificates relating to the foregoing as Factor may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events of Default have occurred and stating in detail the nature of the Events of Default, Seller will furnish to Factor upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that Factor may deem necessary or appropriate from time to time. (i) If Seller should change the location of the principal office or the offices where the books and records of Seller are kept, Seller shall notify Factor immediately in writing of such change. (j) The Accounts are due and payable on the selling terms noted on the face of each invoice, none of the Accounts represents a pack, xxxx and hold sale, or a consignment, guaranteed sale, cash on delivery sale or sale to an affiliate of Seller or to any entity to whom Seller has a financial or performance obligation of any kind. (k) Seller assigns and transfers to Factor, effective upon an Event of Default hereunder, a nonexclusive right and license to use any trade names, marks, and styles used or owned by Seller together with any goodwill associated therewith, to the extent necessary to enable Factor to realize on the assets of Seller in which Factor has been granted a security interest. Such right and license is granted free of charge with no monetary payment requirement to Seller or any third party. (l) Each Account Debtor's business is solvent to the best of Seller's knowledge. (m) Seller has paid and will pay all taxes and governmental charges imposed with respect to sale of Goods and furnish to Factor upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (n) Seller will promptly notify Factor of (i) the filing of any lawsuit against Seller involving amounts greater than Ten Thousand Dollars, and (ii) any attachment or any other legal process levied against Seller. (fo) This Agreement has been duly authorized by all necessary actions on In no event shall the part of Sellerfunds paid to Seller hereunder be used directly or indirectly for personal, has been duly executed and delivered family, household or agricultural purposes. (p) Any invoice or written communication that is issued by Seller to Factor by facsimile transmission is a duplicate of the original. (q) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to Factor shall be authentic and constitutes a valid and binding agreement genuine. (r) Seller's principal(s) acknowledge that the duty to accurately complete each Schedule of Seller. The execution of Accounts is critical to this Agreement and as such all obligations with respect thereto are non-delegable. Each of Seller's principals) acknowledge that he/she shall remain fully responsible for the consummation accuracy of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation each Schedule of Accounts delivered to which Seller Factor regardless of who is subject, delegated the responsibility to its knowledge, or any agreement, instrument or document to which Seller or the Property is subjectprepare and/or complete such Schedule of Accounts. (gs) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain Seller agrees to execute any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.forms (i.

Seller’s Representations. Seller represents hereby represent and warrants warrant to Purchaser Purchaser, subject to the “AS-IS” disclaimer set forth below and except as of set forth in that certain schedule (the date of this Agreement “Disclosure Schedule”) attached hereto as Exhibit H and as of Closingmade a part hereof for all purposes, as follows: (a) Seller owns fee simple title is a duly organized, validly existing limited partnership in good standing under the laws of the State of Maryland and is authorized to conduct business in the PropertyState in which the Improvements are located. This Contract has been duly authorized, executed and delivered by Seller, and is and at the time of the Closing will be a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors. (b) There are Seller has received no leases written notice, within the past two (2) years, of any current, proposed or other rights threatened eminent domain or similar proceeding, or private purchase in lieu of parties such proceeding, which would affect the Improvements in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Sellermaterial way. (c) There are no proceedings Seller has not received any written notice, within the past two (2) years, of a claim that the Improvements does not comply in any material way with any federal, state, county, city or investigations pending orany other laws, to Seller’s knowledgeordinances, threatenedrules and regulations, against or including, but not limited to, those relating to environmental, zoning, land use and division, building, fire, health and safety matters, of any government or any agency, body or subdivision thereof bearing on the Property which relate to condemnation or the exercise construction of the right of eminent domain as to any part Improvements and on the operation, ownership or use of the Property or purchase in lieu thereofImprovements (collectively, “Applicable Laws”), which noncompliance Seller has not cured. (d) Seller has received no written notice that either notice, within the Property or the use thereof violates any lawspast two (2) years, rules or regulations of any federalpending or threatened litigation which does or reasonably could affect the Improvements or Seller’s ability to fulfill all of its obligations under this Contract. Except as set forth in the Disclosure Schedule, stateSeller has made no outstanding claims on Seller’s insurance policies which claims relate to the Improvements. (e) To Seller’s knowledge, city Schedule 9.01(e) sets forth a true, correct and complete list and rent roll with respect to the Leases and Seller has or county will make available to Purchaser for review a copy of each of the Leases to the extent copies of the Leases are in Seller’s possession. To Seller’s knowledge, except as disclosed on Schedule 9.01(e) no material default or breach exists on the part of any tenant under the Leases. Except as disclosed on Schedule 9.01(e), Seller, as landlord under the Leases, has fully completed all construction obligations and all tenant improvements specified in the Leases to be the responsibility of the landlord thereunder and have paid all tenant improvement costs and allowances applicable thereto that are currently due. Except as set forth on Schedule 9.01(e), or as disclosed in the applicable Lease, no tenants are entitled to any rebates, rent concessions or free rent. Seller has not received, within the past two (2) years, any written notice of any default or breach on the part of the landlord under any of the Leases. Seller is not party to any pending contracts for the sale of all or any portion of the Improvements. (f) To Seller’s actual knowledge, no default or breach exists on the part of any of Seller under the Ground Lease. (g) Except as set forth on Schedule 9.01(g), to Seller’s knowledge, there are no Service Contracts entered into by Seller. Seller has or will make available to Purchaser for review a copy of each of the Service Contracts to the extent copies of the Service Contracts are in Seller’s possession. To Seller’s knowledge, no party to the Service Contracts is in breach or default under any obligation thereunder or any provisions thereof. Provided Seller do not incur any expense, Seller will use commercially reasonable efforts to assist Purchaser in obtaining any required consents to the assignment of any Service Contracts that Purchaser desires to assume, pursuant to Section 4.05 above, but no such assignment will take place until Closing. (h) Seller has not received any written notice, within the past two (2) years, concerning any alleged violation of any applicable environmental law, rule or regulation at or in the Improvements which remains uncured. (i) Purchaser has no obligation to continue to employ any persons presently employed by Seller at the Improvements. (j) Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as defined in the Internal Revenue Code (“Code”)), and Seller is not subject to the provisions of Sections 897(a) or 1445 of the Code related to the withholding of sales proceeds to foreign persons. (k) To Seller’s knowledge, all licenses and permits in Seller’s possession that relate to the ownership and operation of the Improvements (the “Licenses and Permits”) are set forth in Schedule 9.01(k). Seller has not, within the past two (2) years, received any written notice from any government or any agency, body or subdivision thereof having of (i) any jurisdiction over the Property violation, suspension, revocation or non-renewal of any Licenses and Permits that have has not been resolved cured or dismissed, or (ii) any failure by any Seller to obtain any Licenses and Permits that are necessary for the satisfaction ownership and/or operation of the issuer of the noticeImprovements that has not been cured or dismissed. (el) Seller is solvent within the meaning of Title 11 of the United States Code, as amended (the “Bankruptcy Code”), and is able to repay its debts as they become due. No Seller has filed or taken any action to file a voluntary petition, case or proceeding under any section or chapter of the Bankruptcy Code, or under any similar law or statute of the United States or any state thereof, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of its debts and no such petition, case or proceeding has been filed against it which has not been dismissed, vacated or stayed on appeal and no Seller has been adjudicated as a bankrupt or insolvent or consented to, nor filed an answer admitting or failing reasonably to contest an allegation of bankruptcy or insolvency proceedings are pending insolvency. Seller has not sought, or contemplated by consented to or acquiesced in, the appointment of any receiver, trustee, liquidator or other custodian of it or a material part of its assets, and no Seller has made or taken any action to make a general assignment for the benefit of creditors or an arrangement, attachment or execution has been levied and no tax lien or other governmental or similar lien has been filed, against Sellerit or a material part of its properties, which has not been duly and fully discharged prior to the date hereof. (fm) This Agreement has been duly authorized by all necessary actions on the part Neither (i) any assets of Seller, has been duly executed and delivered nor (ii) any funds to be used by Seller and constitutes with respect to the transactions contemplated pursuant to this Contract, are, or at the Closing will be, pursuant to ERISA or the Code, considered for any purpose of ERISA or Section 4975 of the Code to be assets of a valid and binding agreement of SellerPlan. The execution of Seller are not executing this Agreement and the consummation of Closing hereunder does not Contract and will not violate be performing their obligations or contravene exercising their rights or remedies under the Contract on behalf of or for the benefit of any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or Plan. For the Property is subject. (g) To Seller’s knowledge, except as set forth in purposes hereof the Environmental Site Assessments, following terms shall have the Property does not contain any Hazardous Materials (as hereinafter defined) in violation following meanings: “Code” shall mean the Internal Revenue Code of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances1986, as amended; “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended (and any successor statute and any applicable regulations or guidance promulgated thereunder); and “Plan” shall mean a “plan” as that term is defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any Section 3(3) of ERISA or Section 4975 of the same may be amended from time to timeCode.

Seller’s Representations. Seller 5.1. SELLER represents and warrants that, to Purchaser as the best of its knowledge, information and belief, the foregoing uses and/or purposes are permitted to be conducted in and/or to the premises, pursuant to municipal zoning, construction, and other, related laws and ordinances, and noone has ever challenged or brought any action to restrict or prohibit said uses and/or purposes in and/or to the premises. 5.2. SELLER represents, to the best of its knowledge, information and belief, that: SELLER is lawfully seized in fee of the date of Property; that they are free from all encumbrances; that SELLER has good right to sell, or convey the same as aforesaid; that SELLER has full authority to enter into this Agreement and as of Closing, as follows: (a) Seller owns agreement; that no one has ever challenged SELLER's fee simple title to the Property. ; SELLER has not allowed any interests (blegal rights) to be created which affects SELLER's ownership or use of the Property; No other persons have legal rights in the Property, except the rights of utility companies to use this property along the road or for the purpose of serving this property; There are no leases pending lawsuits or judgments against SELLER or other rights of parties in possession with respect to legal obligations which may be enforced against the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) Property; No bankruptcy or insolvency proceedings are pending or contemplated have been started by or against SellerSELLER; SELLER has never been declared bankrupt. (f) 5.3. Except as specifically set forth herein, neither SELLER nor SELLER's agents have made any representations or promises with respect to the physical condition of the Property, the land upon which it is erected or the Property, the expenses of operation or any other matter or thing affecting or related to the Property except as herein expressly set forth and no rights, easements or licenses are acquired by PURCHASER by implication or otherwise except as herein expressly set forth in the provisions of this agreement. PURCHASER has inspected the improvements and the Premises and is thoroughly acquainted with the condition thereof and agrees to take the same "as is" and acknowledged that the execution of this agreement by PURCHASER shall be conclusive evidence that the said Property and any property thereon which the same form a part were acceptable for PURCHASER's intended uses and purposes. All understandings and agreements heretofore made between the parties hereto are merged in this agreement, which alone fully and completely expresses the agreement between SELLER and PURCHASER. 5.4. PHYSICAL CONDITION OF THE PROPERTY AND IMPROVEMENTS 1. The SELLER states that all buildings, driveways and other improvements on the Property are within its boundary lines. Also, no improvements on adjoining properties extend across the boundary lines. 2. All building improvements are being sold "AS IS". The PURCHASER has inspected such building improvements, parking lots, septic systems and other incidental site improvements and the PURCHASER relies upon such inspection and is cognizant and on notice as to the state and condition thereof. PURCHASER understands that the SELLER makes no representation concerning any such Building or site improvement. Subject to ordinary wear and tear, the SELLER agrees to maintain all building and site improvements as well as the grounds to pre-contract standards. 5.5. This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Sellerthe SELLER. 5.6. The execution and performance of this Agreement and the consummation shall not be a breach or violation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation agreement to which Seller the SELLER is subjecta party. 5.7. No person or entity other than PURCHASER has any right or option to acquire the Property or any portion thereof. 5.8. There are no management, to its knowledgeservice, maintenance, or any agreement, instrument other agreements with respect to or document to which Seller or affecting the Property is subject. (g) To Seller’s knowledgeother than have been or will be disclosed to PURCHASER in writing, except as set forth herein. SELLER will supply PURCHASER with a list of current management, service, maintenance, or other agreements, and PURCHASER will advise as to which such agreements, PURCHASER will continue or assume. SELLER shall be responsible for any such agreements not continued or assumed by PURCHASER. Nothing in this paragraph shall be construed as conferring upon PURCHASER any obligation to continue or assume any such agreements of SELLER. 5.9. There is no action, suit or proceeding pending or, to the best of SELLER's knowledge, threatened against or affecting the Property or any portion thereof. 5.10. SELLER has not heretofore received any notice or communications from any governmental unit or other body having the power of eminent domain of any pending or threatened condemnation proceeding or other proceedings in the Environmental Site Assessments, nature of eminent domain in connection with the Property does or any part thereof. 5.11. The Property is not contain any Hazardous Materials (as hereinafter defined) in violation presently and to the best of applicable lawsSELLER's knowledge, after due inquiry and the Property investigation, has not never been used by Seller for a landfill the generation, manufacture, storage, treatment, discharge or dump site. As used herein, “Hazardous Materials” means any oil, disposal of hazardous materials, hazardous wastes, hazardous substances . 5.12. No representation or toxic substances, as defined in 42 U.S.C. §§9601 et seqwarranty of SELLER shall survive the Closing., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller represents and warrants to Purchaser Buyer ------------------------- that as of the date of this Agreement and Closing Date (as of Closing, as follows:hereinafter defined): (a) Seller owns fee simple title to is a duly organized corporation validly existing and in good standing under the Property. (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies laws of the Resident Agreements provided State of Pennsylvania, is duly qualified to Purchaser carry on its business in the state in which the Properties are truelocated, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, has full power and authority to Seller’s knowledge, threatened, against or relating enter into and perform pursuant to the Property which relate this Agreement according to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This its terms and this Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a legal, valid and binding agreement of obligation on it, enforceable against it in accordance with its terms; and (b) Seller. The execution 's execution, delivery and performance of this Agreement and the consummation of Closing hereunder does not the transactions contemplated hereby have been duly authorized by all necessary corporate action and will not with or without the giving of notice or the lapse of time, or both, violate or contravene conflict with any agreement, law, orderrule, decreeregulation, rule charter or regulation other instrument governing either Seller's organization, management, business affairs or instrument to which Seller is subjecta party or by which Seller is bound. (c) Exhibit A-3 contains a list of all material contracts affecting the Properties. Seller has received no notice of its default under any of such contracts. Such contracts are in full force and effect and have not been modified or amended subsequent to the date hereof. As of the Effective Time, the Properties to be conveyed by Seller shall not be obligated by virtue of any prepayment under any gas sales contract or oil contract which contains a "take or pay" clause or any similar arrangement to deliver said oil and gas at some future time without then and thereafter receiving full payment, therefore. Seller warrants that at the Closing Date Buyer will be able to market the gas attributable to Seller under terms and conditions no less favorable than those under which Seller is marketing the gas as of the date hereof. (d) Except as described on Exhibit A-4, no claim, demand, filing, cause of action, administrative proceeding, lawsuit or other litigation is pending or, to its Seller's knowledge, or any agreement, instrument or document threatened with respect to which Seller or the Property is subjectProperties that could now or hereafter materially adversely affect the ownership, operation or value of the Properties. (e) Seller has not incurred any liability, contingent or otherwise, for brokers' or finders' fees in respect to this transaction for which Buyer shall have any responsibility whatsoever. (f) Seller has no knowledge, and has not received any notice from any federal, state or municipal authority that the Properties or Seller's use thereof in its business, are not in material compliance with all laws, rules, regulations and permits relating to the Properties except for such non-compliance and violations which, individually or in the aggregate, would not have a material adverse effect on the ownership, operation or value of the Properties. Seller will promptly notify Buyer upon receipt of any such notice. (g) To Seller’s 's knowledge, except Seller has complied in all material respects with all environmental laws and with the terms of all permits, licenses, orders, decrees and agreements there under. Except as set forth in Exhibit A-5, Seller is not aware of, and has not received notice from any person or entity asserting or alleging (i) any non-compliance with the environmental laws by Seller relating to the operation and ownership of the Properties; (ii) any liability in connection with the release, spill, discharge, storage, disposal or presence of any pollutants, contaminations, chemicals, industrial, toxic or hazardous substances or wastes, petroleum, petroleum products or wastes and natural gas by-products, liquids or wastes (collectively, "Hazardous Materials"), including but not limited to liability under the federal Comprehensive Environmental Site AssessmentsResponse, Compensation and Liability Act or similar state "Superfund" laws, relating in any way to the Property does not contain Properties; or (iii) the release, discharge or presence of any Hazardous Materials (as hereinafter defined) in violation of applicable lawsat, and the Property has not been used by Seller for a landfill on, under or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as from any of the same may be amended from time Properties requiring cleanup or other remedial action pursuant to timethe environmental laws.

Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the Feasibility Contingency, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents and warrants to Purchaser Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date of this Agreement and as of Closing, as follows: hereof: (a) Seller owns fee simple title is authorized to enter into the Agreement, to sell the Property. , and to perform its obligations under the Agreement, and no further consent, waiver, approval or authorization is required from any person or entity to execute and perform under this Agreement; (b) There are no leases The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or other rights of parties in possession with respect to control regarding the Property except for the Resident Agreements. The copies operation and condition of the Resident Agreements provided to Purchaser Property, are true, correct accurate and complete. Except as set forth on complete to the Census, there are no current monetary defaults under any best of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against and no other contracts or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to agreements exist that will be binding on Buyer after Closing; (c) Seller has not received any part of written notices that the Property or purchase in lieu thereof. any business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has received all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no written notice that either pending or threatened litigation which would adversely affect the Property or the use Buyer's ownership thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. after Closing; (f) This Agreement has been duly authorized by all necessary actions on There is no pending or threatened condemnation or similar proceedings affecting the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable lawsProperty, and the Property is not within the boundaries of any planned or authorized local improvement district; (g) Seller has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and paid (except to the regulations promulgated thereunder, and extent prorated at Closing) all applicable federallocal, state and local laws, rules federal taxes (other than real and regulations relating personal property taxes and assessments described in Section 29 above) attributable to the environmentperiod prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after Closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer before the Feasibility Contingency Date; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property; (j) Seller has not granted any options nor obligated itself in any matter whatsoever to sell the Property or any portion thereof to any party other than Buyer; and (k) Neither Seller nor any of the same may be amended from time to time.its respective partners, members, shareholders or other equity owners, is a person or entity with whom U.S. persons or entities

Seller’s Representations. Seller represents and warrants to Purchaser the following are true and correct as of the date of this Agreement and as of shall be true and correct at the Closing, as follows:. (a) Seller owns fee simple title is a corporation duly organized and validly existing in good standing under the laws of the State of New Jersey, has the legal right, power and authority to enter into this Agreement and to perform all of its obligations hereunder, and the Propertyexecution and delivery of this Agreement and the performance by Seller of its obligations hereunder: (i) have been duly authorized by all requisite corporate action, and (ii) will not conflict with, or result in a breach of, any of the terms and provisions of any law, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over Seller or the Premises, or any agreement or instrument to which Seller is a party or by which it is bound which would have an adverse effect upon this Agreement or the Premises. (b) There are To the best of Seller's knowledge there is no leases litigation or other rights of parties in possession proceeding pending or threatened, which would prevent Seller from complying with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Sellerits obligations under this Agreement. (c) There are no proceedings Seller has not been adjudicated insolvent or investigations pending orbankrupt, or petitioned or applied to Seller’s knowledge, threatened, against any tribunal for the appointment of any receiver or relating trustee; nor has Seller commenced any proceeding relative to the Property which relate to condemnation reorganization, dissolution or the exercise liquidation of the right of eminent domain as to any part of the Property or purchase in lieu thereofSeller. (d) Seller has not received no written any notice that either the Property or the use thereof violates any laws, rules or regulations of any federalmoratorium, state, city condemnation proceeding or county government proceedings or agreement in the nature of eminent domain or for the dedication of any agency, body part of the Premises to any public or subdivision thereof having any jurisdiction over quasi-public agency ("Taking") in connection with the Property that have not been resolved Premises; and to the satisfaction best knowledge of the issuer of the noticeSeller, no such proceeding or agreement is contemplated. (e) No bankruptcy To the best of Seller's knowledge, there are no assessments or insolvency proceedings are special assessments (including, without limitation, assessments for municipal improvements) filed, pending or contemplated by proposed against the Property or against Sellerany portion thereof, including, without limitation, any street improvement or special district assessments. (f) This Agreement To the best of Seller's knowledge, no part of the Premises has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes used as a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate cemetery or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subjectburial ground. (g) To Seller has not received any notice that any default or breach exists under any covenant, condition, restriction, right of way, easement or other encumbrance affecting any part of the Premises and has no knowledge of any fact or condition which would constitute such default or breach. (h) There is not now pending, nor to the best knowledge of Seller has there been threatened, any action, suit, or proceeding against or affecting Seller or the Premises before or by any federal or state court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding may reasonably be expected to have a material adverse affect on the Premises (including the use and development of the Premises for multi-family residential purposes), or would interfere with Buyer's or Seller’s knowledge, except as set forth 's ability to consummate the transactions contemplated by this Agreement or would in any case or in the Environmental Site Assessmentsaggregate have a material adverse affect, financial or otherwise, on the Property does business or affairs of Seller. (i) Seller is not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances"foreign person", as defined in 42 U.S.C. §§9601 et sequnder Internal Revenue Code Section 1445. (j) There are no management service, 42 U.S.C. §§6901 et seqsupply, maintenance or other contracts with respect to or affecting the Premises and which would be binding upon Buyer or the Property after the Closing. (k) To Seller's actual knowledge, 15 U.S.C. §§2601 et seqthere are no underground storage tanks in, on, under or about the Premises. (l) Seller has not entered into any presently effective contracts or contracts regarding the sale, conveyance, transfer or disposition of the Property (except for the within Agreement). Seller has not granted to anyone and no one possesses any option to purchase or right of first refusal to purchase the regulations promulgated thereunderProperty. Seller has not entered into any occupancy contract, and all applicable federal, state and local laws, rules and regulations relating leases or the like with respect to the environment, as Property and no one has any of right to use or occupy the same may be amended from time to timeProperty.

Seller’s Representations. Seller represents and warrants to Purchaser as of the date of this Agreement and as of Closing, as follows: (a) Seller owns fee simple title represents to Buyer as of the Property.Effective Date and again as of the Closing Date that: (bi) There are no leases or other rights of parties in possession with respect to Seller is the Property except for the Resident Agreements. The copies fee title owner of the Resident Agreements provided Real Property and has full power and authority to Purchaser are trueexecute, correct deliver and complete. Except as set forth on perform under this Agreement and the CensusTransfer Documents, and no consent of any third party is required for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (ii) there are no current monetary defaults under any of the Resident Agreements by any of the residents actions or the Seller. (c) There are no proceedings or investigations pending or, to the best of Seller’s actual knowledge without any further investigation, threatened against Seller which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the Transfer Documents; (iii) to the best of Seller’s actual knowledge, threatenedwithout any further investigation, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any lawsexecution, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed delivery and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution performance of this Agreement and the consummation of Closing hereunder does Transfer Documents have not and will not violate constitute a breach of or contravene default under any lawother agreement, order, decree, rule law or regulation to court order under which Seller is subjecta party or may be bound; (iv) to the best of Seller’s actual knowledge, without any further investigation, there are no unrecorded leases (other than the Lease), liens or encumbrances which may affect title to the Property; any existing financing secured by the Property or any part thereof will be satisfied and discharged in full at or prior to Closing and any liens or encumbrances relating thereto will be terminated and released of record at or prior to Closing; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the Closing; (v) to the best of Seller’s actual knowledge, without any further investigation, (1) no notice of violation has been issued 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; (2) there is no impending or contemplated Condemnation affecting the Property; (3) there are no intended public improvements which will or could result in any charges being assessed against the Property or which will result in a lien upon the Property; and (4) there are no proceedings pending for the increase of the assessed valuation of the Property; (vi) there are no suits or claims pending or, to its the best of Seller’s actual knowledge without any further investigation, threatened with respect to or in any manner affecting the Property or the Lease, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims; (vii) Seller has not taken any action to change the present use or zoning of or other entitlements or land-use permissions or restrictions upon the Property, and to the best of Seller’s actual knowledge without any further investigation, there are no such proceedings pending; (viii) except as may be detailed in any environmental documents included in Seller’s Diligence Materials, Seller has no actual knowledge, without any further investigation, that there exists or has existed, and neither Seller nor its affiliates have caused, any agreementgeneration, instrument production, location, transportation, storage, treatment, discharge, disposal, release or document to which Seller threatened release upon, under or about the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain of any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump siteMaterials. As used herein, “Hazardous Materials” means any oilflammables, hazardous explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or toxic substancesrelated 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 defined in 42 U.S.C. §§9601 et seq.amended, 42 U.S.C. §§6901 et seq.the Federal Hazardous Materials Transportation Act, 15 U.S.C. §§2601 et seq. as amended, the Federal Resource Conservation and Recovery Act, as amended, and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating adopted and promulgated pursuant to the environment, as any each of the same may be amended from time to time.foregoing;

Seller’s Representations. Each Seller represents represents, warrants and warrants covenants (as to Purchaser itself, but not as of the date of this Agreement and as of Closing, as followsto any other Seller) to Buyer that: (a) Seller owns fee simple title is a duly formed and validly existing entity in good standing under the laws of its state of organization, is qualified to do business in the Propertystate(s) in which it is legally required to be so qualified and its owners are as set forth on Schedule 3 – Ownership Structure. (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Censusprovided in Section 7.6(a) hereto, there are no current monetary defaults under any Seller has taken all necessary action and obtained all necessary consents to authorize its execution, delivery and performance of the Resident Agreements by any of the residents or the this Agreement, and this Agreement is enforceable against Seller. (c) This Agreement and the transactions contemplated hereby do not conflict with existing laws or with any Contracts or other documents or agreements to which Seller is a party. (d) There is no legal action pending against or with respect to Seller which would materially affect the ability of Seller to carry out the transactions contemplated by this Agreement. (e) There is no currently pending, or to Seller’s knowledge threatened, litigation relating to the Projects owned by Seller, except as set forth on Schedule 8 – Pending Litigation. (f) No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending or contemplated against Seller. (g) Seller is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended. (h) The rent rolls and Project operating statements delivered or to be delivered pursuant to Section 6.1 are no proceedings true and correct in all material respects as of the date thereof. (i) Seller has not received any written notice of any violation of any law, zoning ordinance, municipal ordinance, code, or investigations pending orregulation (including any environmental law or regulation) affecting the Projects owned by Seller which has not been cured, nor has Seller received any written notice of any existing or threatened condemnation action involving any such Project. (j) Seller is not subject to any commitment, obligation or agreement to sell any Project of Seller (including but not limited to, any right of first refusal or option to purchase granted to a third party), which would or could prevent Seller from completing the transfer of any Project under this Agreement or which would bind Buyer subsequent to Closing. (k) The Leases listed on the rent rolls are all of the leases affecting Seller’s Projects, and the copies thereof which have been or will be delivered to or made available to Buyer pursuant to Section 6.1 are true and correct in all material respects. (l) The copies of the Contracts delivered or to be delivered to Buyer pursuant to Section 6.1 are true and correct in all material respects. (m) Except as to be disclosed to Buyer in writing within ten (10) days after the Effective Date, Seller has not distributed or authorized the distribution of any localized, mass or direct marketing mailing which provides any coupons, discounts or other rental concessions, rebates or free rent for any new or existing tenants of any Project which would be effective after the Closing Date. (n) Seller has all right and capacity to cause the sale, transfer and assignment of the Leases to Buyer and to Seller’s knowledge, threatened(i) Seller has duly and punctually kept, against or relating to the Property which relate to condemnation or the exercise observed and performed all of the right of eminent domain as to any part material obligations, terms, covenants, conditions and warranties of the Property Leases to be kept, observed and performed; (ii) the Leases are valid and in full force and effect and have not been amended except in the ordinary course of business; (iii) Seller has not collected any rent for more than one (1) month in advance under any Leases which are in effect on the Closing Date except as disclosed in the rent rolls provided to Buyer; (iv) except for written Leases, there are no other leases of the Projects; (v) Seller has not received any notification and has no knowledge of any pending or purchase threatened action, whether voluntary or involuntary in lieu thereofbankruptcy against any of the tenants; (vi) except for the tenants identified on the rent roll delivered pursuant to Section 6.1, there are no tenants in possession of the Projects on the Closing Date except for tenants who occupy the Projects pursuant to Leases executed in the ordinary course of business after the date of such report, and (vii) except as indicated in the Leases made available to Buyer, there are no security deposits. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (go) To Seller’s knowledge, except as set forth knowledge Seller is not in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as default under any of the same may be amended from time Assumable Loans and each Assumable Loan is assumable, subject to timethe lender’s consent. (p) Management Company has the full right, power and authority to grant a license to Buyer in the Trade Names. Management Company does not use the Trade Names by consent of any other person or entity, and, except for its other licensing agreements, Management Company owns the Trade Names free and clear of any attachments, liens, claims, encumbrances or agreements.

Seller’s Representations. Seller represents and warrants to Purchaser as of warrants, from the date of execution of this Agreement and through the Closing Date as of Closingdefined below, as follows: (aA) Seller owns fee simple title to is a limited liability company duly organized, validly existing and in good standing under the Propertylaws of the State of Colorado. (bB) Seller has all requisite power and authority necessary to: deliver to Purchaser, on the Closing Date, all record and equitable title, and all record title and equitable ownership, of the Assets; and to carry on its business as presently conducted, to execute, deliver and perform this Agreement and each other document executed or to be executed by Seller in connection with this Transaction. (C) The execution and delivery of this Agreement does not (i) violate or conflict with any provision of Seller’s governing documents, or any provision of any statute, rule or regulation applicable to Seller or any mortgage, security agreement, lease, contract agreement, instrument or obligation to which Seller is a party or by which Seller is bound, or (ii) violate or conflict with any judgment, decree or order applicable to Seller. (D) There are no leases actions, suits, ongoing governmental investigations, written governmental inquiries, or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to the best of Seller’s knowledge, threatenedthreatened against Seller, against in any court or relating to the Property which relate to condemnation by or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of before any federal, state, city municipal or county government other governmental agency, or any agency, body or subdivision thereof having any jurisdiction over the Property arbitrator that have not been resolved would affect Seller’s ability to the satisfaction of the issuer of the noticeexecute and deliver this Agreement and consummate this Transaction. (eE) No bankruptcy or insolvency proceedings are pending or contemplated by or against According to Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller’s best information and belief, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth record title owner of a total of 2,970.39 Net Lease Mineral Acres in the Environmental Site AssessmentsLeases and Lands described in Exhibit A. The term “Net Lease Mineral Acres”, as applied to a Lease, is the Property does not contain any Hazardous Materials (as hereinafter defined) product that results when you multiply the number of gross acres covered by the Lease by the percentage of oil, gas and mineral rights covered by the Lease, multiplied again by the percentage of working interest that the Seller owns in violation the Lease. For purposes of applicable lawsillustration, if the Seller owns a Lease described on Exhibit A that covers 50% of mineral in the 160 acre tract of land, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any only owns 50% of the same may be amended from time to timeworking interest in the Lease, the Seller would own 40.0 Net Lease Mineral Acres in the Lease.

Seller’s Representations. (i) Seller represents is a limited partnership duly organized, validly existing and warrants in good standing under the laws of the State of Florida and is authorized to own and convey title to land in the State of Florida. (ii) Seller has the full legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by Seller pursuant hereto, to consummate the transaction contemplated in this Agreement and to perform its obligations under this Agreement and the foregoing Seller documents. (iii) There are no material Service Contracts affecting the Property or its operation except as listed on the attached Exhibit B. (iv) All of the Leases affecting the Property are identified on the rent roll attached to this Agreement as Exhibit C, and the information noted thereon is accurate and complete in all material respects. The security deposits paid by the tenants under the Leases and retained by Seller are as set forth on Exhibit D, and the information noted thereon is accurate and complete in all material respects. Seller agrees to promptly notify Purchaser of any new leases, or amendments thereto, or additional contracts pertaining to the Property entered into by Seller during the Review Period. Any tenant improvements contracted for by Seller during the Review Period shall be Seller's responsibility unless otherwise agreed to by the parties in writing. Provided this Agreement has not been terminated, Seller will not enter into any new leases, lease amendments or additional contracts pertaining to the Property after expiration of the Review Period and prior to the Closing Date without Purchaser's prior written consent. (v) As of the date of this Agreement, Seller has not received from any governmental authority written notice of (a) any violation of any municipal, state or federal law, rule or regulation which has not been fully cured in all material respects, or (b) any pending or threatened condemnation proceedings affecting any portion of the Property. In the event Seller receives any such notification affecting the Property prior to Closing, Seller will promptly notify Purchaser. (vi) To the best of Seller's knowledge, as of the date of this Agreement and as of Closing, as follows: (a) Seller owns fee simple title to the Property. (b) There are no leases or other rights of parties in possession has not been served with any litigation which is still pending with respect to the Property except for that would affect title to the Resident Agreements. The copies Property after Closing or the enforcement of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the SellerLeases. (cvii) There are no proceedings or investigations pending or, At all times during the Review Period upon reasonable notice by Purchaser to Seller’s knowledge, threatenedSeller shall make available to Purchaser for Purchaser's review at Seller's offices in Maitland, against or Florida, the following documentation relating to the Property, to the extent in Seller's possession (collectively, the "Due Diligence Documentation"): (a) true and accurate copies of all Leases and any and all amendments and subleases relating thereto; (b) true and accurate copies of all Service Contracts and any other documents related thereto; (c) all records relating to building operating expenses, including the real estate ad valorem tax bills for the previous three (3) years for the Property which relate to condemnation or the exercise and a copy of the right of eminent domain as to any part of most recent tax xxxx for the Property or purchase in lieu thereof.Property; (d) Seller has received no written notice that either the Property all geo-technical or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved related studies relating to the satisfaction Property, and any environmental assessments of the issuer of the notice.Property; (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller.any existing survey of the Property; and (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed as built" plans and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or specifications for the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain and any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federalplans, state and local lawsspecifications, rules and regulations relating to studies or analyses for the environment, as any remodel or rehabilitation of the same may be amended Property. Seller shall forward copies of such Due Diligence Documentation to Purchaser as soon as reasonably practicable after Seller's receipt of request therefor from time to timePurchaser; provided, however, that any delay in such delivery shall in no event effectuate an extension of the Review Period.

Seller’s Representations. Seller represents and warrants to Purchaser the following are true and correct as of the date Date of this Agreement and as of shall be true and correct at the Closing, as follows: (a) Seller owns fee simple title is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in the Propertystate where the Property is located and has all necessary power, corporate and otherwise, to execute and deliver this Agreement, to perform all obligations hereunder, and that this Agreement and any other documents delivered in connection therewith have been duly authorized by all requisite action on its part, and that this Agreement is valid and legally binding on Seller. (b) There is no litigation or proceeding pending or, to Seller's Knowledge, threatened, which would interfere with Seller's ability to comply with any of its obligations under this Agreement. (c) Other than the Permitted Exceptions, there are no contracts which cannot be terminated on thirty (30) Days notice or less or leases affecting the Property which would be binding on Buyer or "run with the land" at Closing. Seller shall not enter into any service, maintenance or management contract or other rights of parties in possession agreement with respect to the Property except which would be binding on Buyer or "run with the Land" at Closing unless such contract or agreement can be terminated at or before Closing or unless Buyer has approved such contract or agreement. To the extent any Contract relates to the Development Parcel, Seller agrees to cancel, on or prior to the date of Closing, any of the Contracts specified by Buyer in a written notice to Seller given prior to the date of Closing. To Seller's Knowledge, all Contracts relating to the Development Parcel are assignable by Seller to Buyer and no Contract prohibits such assignment or provides for any right, claim or cause of action against Buyer or the Property as a result solely of such assignment. Seller has cancelled or will cancel, effective as of the Closing, any agreement in the nature of a management agreement relating to the Property or any service contract between Seller and any party affiliated with or related to Seller. To the extent any of the Contracts relate to services for the Resident Agreements. The copies Building and/or the Building Parcel and Seller desires for such Contracts to remain in place as the responsibility of Seller under the Lucent Lease, Seller may keep such Contracts in place provided that such Contracts do not impose any obligation upon Buyer, as the owner of the Resident Agreements provided Property. (i) Any written notice of violations (other than written notice of violations arising from the acts or omissions of Buyer or Buyer's employees, agents, contractors, or representatives, which shall be Buyer's sole responsibility) of any law, code, ordinance, regulation, rule, requirement, order or restriction, issued by any municipal, county, state or federal department or authority having jurisdiction over the Property ("Violations") received by Seller prior to Purchaser are the Date of this Agreement shall be removed or complied with by Seller. Seller shall give Buyer notice of the receipt of Violations promptly upon Seller's receipt thereof. To Seller's Knowledge, Exhibit F sets forth a true, correct and complete. Except complete list of all Violations received by Seller as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any Date of the residents or the Sellerthis Agreement. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (dii) Seller has received no written notice that either the Property or the shall use thereof violates reasonable efforts to remove any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth Violations specified in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.Section 7.1(d)(i)

Seller’s Representations. As an inducement to Buyer to enter into this Agreement and recognizing that all such representations are material, Seller represents and warrants to Purchaser as of the date of this Agreement and as of Closing, as followsagrees that: (a) Seller owns fee simple title (collectively as Joint Tenants) is the sole owner of the Premises and said joint tenants have the power and authority to execute and deliver this Agreement and perform its obligations hereunder without the Propertynecessity of any consent, approval, authorization or other action of any party or governmental authority whatsoever. Neither the execution and delivery of this Agreement by Seller nor the consummation of the transactions contemplated hereby will conflict with, or constitute a violation or breach by Seller of, any provision of Seller’s organizational documents. (b) There are no leases or other rights To the best of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the CensusSeller’s actual knowledge, there are no current monetary defaults under unrecorded leases, subleases, licenses or other rental or occupancy agreements (written or oral) in force or effect which grant any of possessory interest in or to the Resident Agreements by any of the residents or the SellerReal Property. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice from any public authority to the effect that either the Real Property or the use thereof violates any lawsportion thereof, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have is not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable substantial compliance with federal, state and local laws, rules ordinances, codes, regulations, orders, and regulations requirements. (d) There is no litigation, arbitration, or other legal proceedings pending or administrative proceedings pending, or, to the best of Seller’s actual knowledge, threatened in writing, against Seller, which will have a material adverse effect on the Premises or the transaction contemplated hereby. Seller is not in default in any respect of any order, decree or rule of any court or governmental authority which will materially and adversely affect the transaction contemplated hereby. (e) Seller has not received any written notice informing Seller that any part of the Real Property is subject to pending proceedings involving a taking by eminentdomain. (f) Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law relating to bankruptcy or insolvency, nor to the environmentbest of Seller’s actual knowledge, has any such petition been filed against Seller. Seller is not insolvent, and the consummation of thetransactions contemplated by this Agreement shall not render Seller insolvent. (g) To the best of Seller’s actual knowledge, Seller has not received any written notice of any special taxes or assessments for roadway, sewer or water improvements or other public improvements pending or threatened in writing with respect to the Real Property. (h) Seller is not a “foreign person,” as defined under Internal Revenue Code Section 1445. (i) The Seller has no knowledge of any buried oil tanks or hazardous material as defined under Massachusetts Oil and Hazardous Material Release Prevention and Response Act, M.G.L. c.21E, the Massachusetts Hazardous Waste Management Act, M.G.L. c.21C, the Comprehensive Environmental Response, Compensation and Liability Act, as any amended, 42 U.S.C. Sec. 9601 et seq. and the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sec 6901 et seq. that has been released, disposed of or otherwise deposited on the Premises. The acceptance of the same may Deed by Buyer shall be amended from time deemed to timebe a full performance and discharge of every agreement and obligation herein contained or expressed, except those that are, by the terms hereof, to be performed after the delivery of said Deed.

Seller’s Representations. Seller represents and warrants to Purchaser Buyer, effective as of the date of this Agreement and as of ClosingClosing Date, as follows: (a) Seller owns fee simple title is duly organized (or formed), validly existing and in good standing under the laws of the State of Ohio. Seller is authorized to consummate the Propertytransaction set forth herein and fulfill all of its respective obligations hereunder and under all closing documents to be executed by Xxxxxx, and has all necessary power to execute and deliver this Agreement, and all closing documents to be executed by Xxxxxx, and to perform all of Seller’s obligations hereunder, and under such closing documents. Neither the execution and delivery of this Agreement and all closing documents to be executed by Xxxxxx, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound. (b) There are no leases or other rights Seller has obtained all necessary consents and permissions required to consummate the transactions contemplated herein and, unless the purchase is a Termination Purchase, to satisfy the requirements for development of parties in possession with respect the Mixed-Use Parcels pursuant to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of SellerDevelopment Agreement. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement and the consummation of Closing hereunder does not and will not violate conflict with, result in a breach of, constitute (with or contravene without due notice or lapse of time or both) a default under, violate, or create in any lawperson, orderentity, decreeagency, rule district, or regulation other authority (including, without limitation, governmental authorities) any right to modify, terminate, accelerate or cancel any contract, agreement, instrument, document, or agreement, oral or written, to which Seller is subject, to its knowledge, a party or any agreement, instrument or document to by which Seller or the Property is subjectbound. (c) Seller has not received any written notice of, nor does Seller have knowledge of, any current or pending tax appeals affecting Seller or the Property, and Seller does not have any knowledge of any pending tax appeals against Seller or the Property. (d) There are no actions, suits or other proceedings or litigation of any kind pending or, to the best of Seller’s knowledge, threatened against Seller or the Property which, if determined adversely to Seller, would have a material adverse effect on the validity or enforceability of this Agreement or the ability of Seller to perform its obligations hereunder or under the Development Agreement, or (unless the purchase is a Termination Purchase) of Tenant to perform its obligations under the Ground Lease; and, Seller has not received any written notice of any current or pending environmental investigations against the Property and Seller does not have any actual knowledge of any pending environmental investigations against the Property. Seller has satisfied the Conditions set forth in Section 3(D)(i) of the Development Agreement, as confirmed in writing by Xxxxx. (e) Seller has not entered into any contracts, subcontracts or agreements, including but not limited to any service contracts or brokerage agreements, affecting the Property which will be binding upon the Property or Buyer after the Closing. (f) There are no Leases affecting the Property. (g) Seller is not a “foreign person” under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) and upon consummation of the transaction contemplated hereby, Buyer will not be required to withhold from the Purchase Price any withholding tax. (h) Seller has no knowledge of any pending or threatened condemnation proceedings affecting the Property and Xxxxxx has not received any written notice that there is any pending or threatened condemnation of all or any part of the Property. (i) To Seller’s knowledge, except (i) all Hazardous Substances and Hazardous Materials which previously may have been generated, stored, released, or disposed of on or about the Property in violation of Environmental Laws have now been removed in compliance with Environmental Laws, and (ii) no further Hazardous Substances or Hazardous Materials have been generated, stored, released, or disposed of on or about the Property. (j) The Property is currently vacant land, and, unless the purchase is a Termination Purchase, Seller has obtained all permits and approvals necessary to commence construction of the Project. (k) There are no rights of first refusal, rights of first offer, purchase options or similar purchase rights with respect to the Property, other than as set forth in the Environmental Site AssessmentsDevelopment Agreement. (l) Seller is not acting on behalf of, the Property does not contain any Hazardous Materials (a) an “employee benefit plan” (as hereinafter defineddefined in Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA”)) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975(e) of the Internal Revenue Code of 1986 (the “Code”) that is subject to Section 4975 of the Code (each of the foregoing a “Plan”), (c) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA, or (d) a “governmental plan” within the meaning of Section 3(32) of ERISA. (m) Neither Seller nor, to Seller’s actual knowledge, its affiliates, is in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations laws relating to terrorism, money laundering or the environmentUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti- Terrorism Laws”). Neither Seller nor, to Seller’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as any of the same may be amended from time to time. Neither Seller nor, to Seller’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Property (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to 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 any Anti-Money Laundering and Anti-Terrorism Laws. Neither Seller, nor any person controlling or controlled by Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)). (n) Except for items being paid by Seller at Closing or prorated at Closing, there are no outstanding accounts payable or unpaid debts relating to the Property that would be binding on Buyer or the Property, including, without limitation, any unpaid charges, water charges, debts, liabilities, claims or obligations arising from the construction, occupancy, ownership, use, clean up, demolition or operation of the Property, which could give rise to any mechanic’s or materialmen’s or other statutory liens against any portion of the Property. (o) The Due Diligence Materials consist of copies of the same documents that are used and relied upon by Seller in its acquisition, ownership and operation of the Property, as supplemented by materials required to satisfy the Conditions. (p) Seller currently possesses all requisite Licenses & Approvals necessary to own, maintain, operate and use the Property, and has made available to Buyer true, correct and complete copies of the Licenses & Approvals. Seller has not received any written notice from any governmental authority or other person or entity of (i) any violation, default, intended or threatened non-renewal, suspension or revocation of any License or Approval, or (ii) any failure by Seller to obtain any of the Licenses & Approvals required for the use, occupancy or operation of the Property that has not been cured, and there is no violation, default or any basis for any non-renewal, suspension or revocation of any of the Licenses & Approvals. (q) In connection with the execution of the Assignment of Intangible Property, if required, Seller has paid all amounts due and owing with respect to any of the Intangible Property, has obtained any required consents to the assignment and has unencumbered right to assign the same, (r) All amounts due and payable by Seller under any declarations, reciprocal and/or operating easement agreements, or the like, impacting the Property (the “REAs”), if any, have been paid in full, all obligations of Seller to be performed under the REAs prior to the Closing Date have been satisfied, and no default exists under any of the REAs by Seller or any other party thereto. (s) Terms such as “to Seller’s knowledge,” “to the best of Seller’s knowledge” or like phrases mean the knowledge of Xxxxxx Xxxxxxx or of Xxxx Xxxxx, Xx., the individuals in Seller’s organization charged with responsibility for the Property, and the matters otherwise addressed in the representations and warranties contained herein; provided that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of Seller’s property manager, or any officer, director or employee of Seller, on account of any breach of any representation or warranty made by Seller herein. (t) Seller has not (i) made a general assignment for the benefit of creditors,

Seller’s Representations. A. As a material inducement to cause Buyer to enter into this Agreement, each Seller represents hereby makes the following covenants, warrants and warrants representations with respect to Purchaser it and its respective Property: (1) Each Building and the Parcel is zoned BCD - Business Center District. (2) With reference to the items of Personal Property, if any, sold pursuant to this Agreement, Seller, as to such items, if any, applicable to its Building or Parcel, is the sole and absolute owner thereof, free and clear of all security interests, bills of sale, chattel mortgages, security agreements, liens and encumbrances, except for security interests granted in favor of the holder of any mortgage to be paid off on or before Closing. (3) Annexed hereto as Exhibit "C" (the "Rent Roll") is a true, complete and correct schedule of all Leases, which Leases are valid and bona fide and are now in full force and effect. Seller has delivered to Buyer true, correct and complete copies of all of the Leases. Except as disclosed on the Rent Roll, to the best of Seller's knowledge, no defaults exist under any Lease. The Leases constitute all of the leases, tenancies or occupancies affecting the Buildings or the Parcel on the date hereof; all Tenants have commenced occupancy; other than the Leases, there are no agreements which confer upon any Tenant or any other person or entity any rights with respect to the Buildings or the Parcel; no Tenant is entitled now or in the future to any concession, rebate, offset, allowance or free rent for any period, nor has any such claim been asserted by any Tenant; no Tenant is in arrears for the payment of rent for any months preceding September, 1996; all work, alterations, improvements or installations required to be made for or on behalf of all Tenants under the Leases have in all respects been carried out, performed and complied with, and there is no agreement with any Tenant for the performance of any work to be done in the future. (4) The Rent Roll sets forth: (i) the total number of Tenants at the Buildings and the Parcel; (ii) the name of each Tenant; (iii) fixed rent actually being collected; (iv) expiration date of this Agreement the Leases (including all rights or options to renew); all deposits posted under the Leases and all other deposits, if any, in the nature of security for performance by a Tenant under its Lease ("Security Deposits"); (vi) arrangements under which any Tenant is occupying space on the date hereof or will in the future, occupy such space (other than under a Lease); (vii) any written notices given by any Tenant of an intention to vacate space in the future; and (viii) the operating lease year(s) and base year(s) and operating lease year amounts and base year amounts for all items of rent or Additional Rent. Seller has performed all of the obligations and observed all of the covenants required of the landlord under the terms of the Leases. (5) There are no service, maintenance, employment or other contracts affecting the Property or any portion thereof which will not have been terminated as of Closing, as follows:other than the Elected Service Contracts. Without Buyer's consent, Seller shall not enter into any other contracts which cannot be terminated prior to Closing. True, accurate and complete copies of the Service Contracts have been initiated by the parties. All of the Elected Service Contracts are and will on the date of Closing be unmodified and in full force and effect without any default or claim of default by any party thereto. All sums presently due and payable by Seller under the Elected Service Contracts have been fully paid and all sums which become due and payable between the date hereof and the date of Closing shall be fully paid on the day of Closing, unless Seller is, in good faith, disputing the payment of such sum. Seller shall provide to Buyer prompt notice of any dispute with or default by any vendor of an Elected Service Contract but failure to do so will not constitute a breach of this covenant. (a6) Seller owns Each of the respective Sellers is the sole owner of fee simple title to the Property. (b) There are no leases or other rights of parties in possession with respect to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents Building or the Seller. (c) There are no proceedings or investigations pending orParcel, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledge, except as set forth in the Environmental Site AssessmentsRecitals, and has the right to convey by special warranty deed fee simple title to such Building or to the Parcel, as the case may be. (7) To the best of Seller's knowledge, there are no violations of any building codes, zoning codes or other township ordinances applicable to the Buildings or the Parcel, or the operation thereof. Seller has no knowledge of any notices, suits, investigations or judgments alleging or relating to any violations of any laws, ordinances, regulations, codes, decrees, orders or statutes affecting the Property, or the use and operation thereof, and has no reason to believe that any governmental agency, authority or board contemplates the issuance or commencement thereof. (8) There are no pending legal proceedings, actions, suits, labor disputes currently pending or, to the best of Seller's knowledge, threatened against or affecting title to the Property or any part thereof or Seller, except suits for personal injury to third persons that are covered by insurance. (9) There are no leasing commissions due on account of the original term of all Leases or any extensions and renewals thereof and owing by the Seller. All commissions, including without limitation, those disclosed to Buyer, and shall be fully satisfied by Seller prior to Closing. (10) To the best of Seller's knowledge, the Property public utilities available for the operation of the Buildings as an office park or any part thereof, i.e., water, sewer, gas and electricity, are fully available to the Buildings and enter the office park through Xxxxxxx Drive in accordance with valid easements which are recorded and which will enure to the benefit of Buyer. To the best of Seller's knowledge, said utilities, as built, extend to the cul-de-sac, but do not extend to the edge of the Parcel, except gas service which does not contain any Hazardous Materials extend to the cul-de-sac. (as hereinafter defined11) in violation There exists no building permits under which work remains to be completed. (12) To the best of applicable lawsSeller's knowledge, there are no underground storage tanks on the Buildings or the Parcel, except one 10,000 gallon tank for heating oil servicing International Court II Building and the Property has not all required permits and registrations with respect to such tank have been used obtained by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined and remain in 42 U.S.C. §§9601 et seqfull force and effect., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. Seller represents and warrants to Purchaser as of the date of this Agreement and as of Closing, Buyer as follows: (a) Seller owns fee simple title to is a duly formed and validly existing limited liability company in good standing under the Propertylaws of the State of Delaware. (b) There are no leases or other rights Seller and each Subsidiary is a duly formed and validly existing entity in good standing under the laws of parties its state of organization and is qualified to do business in possession with respect the State(s) in which it is legally required to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Sellerbe so qualified. (c) There are no proceedings or investigations pending orSeller has taken all necessary action and obtained all necessary consents to authorize its execution, to delivery and performance of this Agreement; and this Agreement is enforceable against Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) This Agreement and the transactions contemplated hereby do not conflict with existing laws or with any contracts to which Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the noticeSubsidiaries is a party. (e) No bankruptcy There is no legal action pending which would materially affect the ability of Seller or insolvency proceedings are pending or any Subsidiary to carry out the transactions contemplated by or against Sellerthis Agreement. (f) This Agreement has been duly authorized There is no currently pending litigation relating to any Project which is not covered by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subjectinsurance. (g) To Seller’s knowledgeNo petition in bankruptcy (voluntary or otherwise), except assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending or contemplated against Seller or any of the Subsidiaries. (h) Neither Seller nor any Subsidiary is a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as set forth amended. (i) The rent rolls and Project operating statements delivered pursuant to Section 6.1 are true and correct in all material respects as of the Environmental Site Assessments, the Property does not contain date thereof. (j) Neither Seller nor any Hazardous Materials (as hereinafter defined) in Subsidiary has received any written notice of any violation of applicable lawsany law, and zoning ordinance, municipal ordinance, code, or regulation (including any environmental law or regulation) affecting the Property Projects which has not been used cured, nor has Seller or any Subsidiary received any written notice of any existing or threatened condemnation action involving the Projects. (k) There is no currently pending litigation relating to any Project which is not covered by insurance. (l) Neither Seller for nor any Subsidiary is subject to any commitment, obligation, or agreement to sell any Project (including but not limited to, any right of first refusal or option to purchase granted to a landfill third party), which would or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances could prevent them from completing the transfer of the Projects under this Agreement or toxic substances, as defined in 42 U.S.C. §§9601 et seqwhich would bind Buyer subsequent to Closing., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. (m) The Leases listed on the rent rolls together with the billboard and cell tower leases delivered to Buyer prior to the date hereof are all of the leases affecting the Projects; and the regulations promulgated thereunder, copies thereof which have been delivered to or made available to Buyer pursuant to Section 6.1 are true and correct in all applicable federal, state and local laws, rules and regulations relating to the environment, as any material respects. (n) The copies of the same may Contracts delivered to Buyer pursuant to Section 6.1 are true and correct in all material respects. (o) Except as to be amended disclosed to Buyer within ten days after the Effective Date, Seller has not distributed or authorized the distribution of any localized, mass or direct marketing mailing which provides any coupons, discounts or other rental concessions, rebates or free rent for any new or existing tenants of any Project which would become effective after the Closing Date. Buyer shall give written notice to Seller within five (5) days after Buyer’s obtaining knowledge that any Seller representation and warranty is no longer true and correct; provided, however, that Buyer’s failure to give such written notice shall in no instance constitute a default by Buyer under this Agreement but shall instead only serve to bar Buyer from time raising such matter as a failure of a condition precedent to timeBuyer’s obligation to close the transaction. Buyer’s election to proceed with the Closing shall result in Buyer’s waiver of any remedy resulting from the incorrectness in such representation or warranty or from the incorrectness in any other representation or warranty of Seller of which Buyer shall have knowledge at or prior to Closing. The foregoing waiver shall survive the Closing.

Seller’s Representations. Seller represents and warrants to Purchaser as of the date of this Agreement and as of Closing, as followsthat: (a) Seller owns fee simple title to the Property.The Interests are free and clear of all liens, mortgages, and other similar burdens created by Seller; (b) There are no leases To Seller's knowledge and belief, it is not in default or other rights of parties in possession with respect breach under any contract or agreement relating to the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller.Interests; (c) Seller has timely paid all royalties, rentals and other payments due under the Lease and the Lease is in full force and effect; (d) No imbalance of gas deliveries of any kind exists with regard to the interest of Seller in the Interests; (e) The Interests are not subject to any sales contract for oil, gas, or other hydrocarbons that requires more than thirty (30) days notice to terminate; (f) There are is no proceedings lien, claim, demand, suit, action or investigations other proceeding pending or, to the knowledge of Seller’s knowledge, threatened, against threatened which could result in impairment or relating to the Property which relate to condemnation or the exercise loss of the right of eminent domain as Seller's title to any part of the Property Interests or purchase loss in lieu value thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject.; and (g) To Seller’s knowledgeSince the Effective Date, except as set forth there has not been: (i) any incurrence by Seller of any liabilities or obligations with respect to the Interests other than A) liabilities or obligations incurred in the Environmental Site Assessmentsordinary course of business, or B) capital expenditures totaling $65,000.00 or less; (ii) any sale, lease of other disposition by Seller affecting the Interests other than sales of hydrocarbons in the ordinary course of business; (iii) any mortgage or pledge by Seller of, or grant by Seller of a lien or security interest in, the Property does not contain Interests; or (iv) any Hazardous Materials change, damage, destruction or casualty loss affecting the Interests which, taken as a whole, could have a impact of more than $25,000.00. ARTLCLE 7. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES Disclaimer of Warranty. ANY ASSIGNMENT, DEED, LEASE OR OTHER CONVEYANCE EXECUTED PURSUANT HERETO SHALL BE EXECUTED WITH FULL SUBSTITUTION AND SUBROGATION OF PURCHASER AS TO ALL CLAIMS SELLER HAS OR MAY HAVE AGAINST ALL PRECEDING OWNERS OF THE INTERESTS THAT MAY BE ASSIGNABLE. WITHOUT LIMITING THE FOREGOING, THE TRANSACTION CONTEMPLATED HEREBY SHALL BE WITHOUT ANY WARRANTY OR REPRESENTATlON OF TITLE, EITHER EXPRESS, IMPLIED, OR STATUTORY, AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OR REPRESENTATlON AS TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, OR MERCHANTABILITY OF ANY OF THE EQUIPMENT (as hereinafter definedAS DESCRIBED IN ARTICLE 2.01(b)) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seqOR ITS FITNESS FOR ANY PURPOSE., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.

Seller’s Representations. In addition to any other express agreement of Seller represents contained herein, the matters set forth below in this Paragraph constitute representations and warrants to Purchaser as of warranties by Seller which shall be true and correct on the date of this Agreement and as of Closing, as follows: (a) Seller owns fee simple title to the Property. (b) There are no leases or other rights close of parties in possession with respect to escrow and shall survive closing. In the Property except for event that during the Resident Agreements. The copies of period between the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under any of the Resident Agreements by any of the residents or the Seller. (c) There are no proceedings or investigations pending or, to Seller’s knowledge, threatened, against or relating to the Property which relate to condemnation or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof. (d) Seller has received no written notice that either the Property or the use thereof violates any laws, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice. (e) No bankruptcy or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions on the part of Seller, has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation close of Closing hereunder does not escrow Seller learns or has reason to believe that any of the following representations and will not violate warranties may cease to be true, Seller shall give written notice thereof to Purchaser which notice shall constitute a withdrawal or contravene any lawcancellation of the representations or warranty, order, decree, rule to the extent set out in the notice. Purchaser may terminate this Agreement by giving written notice of such termination to Seller within seven (7) days from receipt by Purchaser of the withdrawal or regulation to which cancellation of the representation or warranty. 7.1 Seller is subjectnot aware of any deficiencies or defects in the Property, to its which are not apparent of record or by reasonable inspection; 7.2 To the best of Seller's knowledge, there are no actions, suits, claims, legal proceedings, or any agreementother investigations or other proceedings affecting the Property, instrument or document any portion thereof, at law or in equity before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. Seller is not in default with respect to which Seller any order, judgment, injunction or the Property is subject. (g) To Seller’s knowledgedecree of any court, except as set forth in the Environmental Site Assessments, the Property does not contain any Hazardous Materials (as hereinafter defined) in violation of applicable laws, and the Property has not been used by Seller for a landfill or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state or municipal, or other governmental department, commission, board, agency or instrumentality, domestic or foreign that would affect the Property; 7.3 Seller has not received notice from any governmental agency pertaining to the violation of any law or regulation affecting the Property and local Seller has no knowledge of any facts that might be a basis for any such notice; 7.4 To the best of Seller's knowledge, information and belief, it has complied in all material respects with all laws, rules regulations and regulations relating orders applicable to the environmentProperty and the buildings (if any) upon the Property meet applicable codes; and 7.5 Seller has not caused or knowingly allowed the generation, as any treatment, storage, or disposal of hazardous or toxic substances on the Property, and to the best of the same may be amended from time Seller's knowledge, no hazardous or toxic substance has been released onto, at or near the Property, except to timethe extent the property has been used as a commercial orchard in the past.

Seller’s Representations. Seller hereby represents and warrants to Purchaser Purchaser, except as of set forth in that certain schedule (the date of this Agreement “Disclosure Schedule”) attached hereto as Exhibit H and as of Closingmade a part hereof for all purposes, as follows: (a) Seller owns fee simple title is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is authorized to conduct business in the PropertyState of Illinois. This Contract has been duly authorized, executed and delivered by Seller, and is and at the time of the Closing will be a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. (b) There are Seller has received no leases written notice of any (and, to Seller’s actual knowledge (Seller’s knowledge for all purposes of this Contract means only the actual, conscious knowledge of Xxxx Xxxxxxx, without any duty to investigate and with no personal liability whatsoever), there is no) current, proposed or other rights threatened eminent domain or similar proceeding, or private purchase in lieu of parties in possession with respect to such proceeding, which would affect the Property except for the Resident Agreements. The copies of the Resident Agreements provided to Purchaser are true, correct and complete. Except as set forth on the Census, there are no current monetary defaults under in any of the Resident Agreements by any of the residents or the Sellerway whatsoever. (c) There are no proceedings Seller has not received any written notice from a governmental authority that the Property does not comply with any federal, state, county, city or investigations pending orany other laws, to Seller’s knowledgeordinances, threatenedrules and regulations, against or including, but not limited to, those relating to environmental, zoning, land use and division, building, fire, health and safety matters, of any government or any agency, body or subdivision thereof bearing on the Property which relate to condemnation or the exercise construction of the right of eminent domain as to any part Improvements and on the operation, ownership or use of the Property or purchase (collectively, “Applicable Laws”), nor has Seller received written notice from a Tenant that Seller has failed to comply with Seller’s obligations (if any) under a Lease regarding the Property’s compliance with Applicable Laws, in lieu thereofeither case which noncompliance Seller has not cured. (d) Seller has received no written notice that either of any pending or threatened, litigation which does or would affect the Property or Seller’s ability to fulfill all of its obligations under this Contract. Except as set forth in the use thereof violates any lawsDisclosure Schedule, rules or regulations of any federal, state, city or county government or any agency, body or subdivision thereof having any jurisdiction over the Property that have not been resolved there are no outstanding claims on Seller’s insurance policies which claims relate to the satisfaction of the issuer of the noticeProperty. (e) No bankruptcy Seller has delivered to Purchaser true and complete copies of all Leases. To Seller’s actual knowledge, no material default or insolvency proceedings are pending or contemplated by or against Seller. (f) This Agreement has been duly authorized by all necessary actions breach exists on the part of Sellerany tenant under the Leases. Seller as landlord has fully completed all accrued construction obligations specified in the Leases to be the responsibility of the landlord thereunder, and has been duly executed paid (to the extent such payment is due) all tenant improvement costs, allowances and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of this Agreement and the consummation of Closing hereunder does not and will not violate or contravene any law, order, decree, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject. (g) To Seller’s knowledgeleasing commissions applicable thereto and, except as set forth in the Environmental Site AssessmentsLeases, no such costs are payable at any time hereafter. Seller has not received any written notice of any default or breach on the Property part of the landlord under any of the Leases, nor, to Seller’s actual knowledge, does there exist any default or breach on the part of the landlord thereunder. No Lease grants any tenant any right to purchase all or any portion of the Property. Except as set forth in the Disclosure Schedule and the Leases, there are no agreements which would require the payment of a leasing commission by the landlord upon any renewal or expansion of an existing Lease or new Lease executed or otherwise exercised after the Effective Date. There are no pending contracts for the sale of all or any portion of the Property. (f) Except as disclosed to Purchaser, there are no Service Contracts or other written agreements for services, supplies or materials affecting the use, operation or management of the Property. Seller has delivered to Purchaser true, complete and correct copies of all Service Contracts. (g) Seller has not contain received any Hazardous Materials (as hereinafter defined) in written notice concerning any alleged violation of any applicable lawsenvironmental law, and the Property rule or regulation which remains uncured. (h) Purchaser has not been used no obligation to continue to employ any persons presently employed by Seller for at the Property. (i) Seller is not a landfill foreign corporation, foreign partnership, foreign trust or dump site. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, foreign estate (as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunderInternal Revenue Code (“Code”)), and all applicable federal, state and local laws, rules and regulations relating is not subject to the environment, as any provisions of Sections 897(a) or 1445 of the same may be amended Code related to the withholding of sales proceeds to foreign persons. (j) Seller is not, nor will it become, a person or entity with whom U.S. persons or entities are restricted from time doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to timeCommit, or Support Terrorism), or other governmental action.

Seller’s Representations. Seller represents and warrants to Purchaser Buyer, effective as of the date of this Agreement Effective Date and as of Closingthe Closing Date, as follows: (a) Seller owns fee simple title is duly organized (or formed), validly existing and in good standing under the laws of the Commonwealth of Virginia. Seller is authorized to consummate the Property.transaction set forth herein and fulfill all of its respective obligations hereunder and under all closing documents to be executed by Xxxxxx, and has all necessary power to execute and ​ deliver this Agreement and all closing documents to be executed by Xxxxxx, and to perform all of Seller’s obligations hereunder and under such closing documents. Neither the execution and delivery of this Agreement and all closing documents to be executed by Xxxxxx, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller or any Property is bound; (b) Seller has obtained all necessary consents and permissions required to consummate the transactions contemplated herein. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default under, any contract, agreement, instrument, document, or agreement, oral or written, to which Seller is a party; (c) Seller has not received any written notice of, nor is it aware of, any current or pending litigation, condemnation proceeding or tax appeals affecting the Property or Seller’s ownership thereof, and Seller does not have any knowledge of any pending litigation, condemnation proceeding or tax appeals against or relating to the Property; Seller has not initiated, nor is Seller participating in, nor does Seller know of, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property and Seller has no knowledge of any plans to rezone any Property; (i) There are no leases actions, suits or other rights proceedings or litigation of parties in possession any kind pending or, to the best of Seller’s knowledge, threatened against Seller or the Properties which, if determined adversely to Seller, would have a material adverse effect on the validity or enforceability of this Agreement or the ability of Seller to perform its obligations hereunder; and (ii) Seller has not received any written notice of any current or pending environmental investigations against the Properties and Seller does not have any actual knowledge of any pending environmental investigations against the Properties; (e) Seller has not entered into any contracts, subcontracts or agreements, including but not limited to any service contracts or brokerage agreements, with respect to the Property except for Properties other than any contracts, subcontracts or agreements that shall be the Resident Agreements. The copies obligations of Tenant (and not Buyer) from and after the Closing under the terms of the Resident Agreements provided AUB Lease; (f) Seller has not received any written notice of default under the terms of any of the Contracts, and, to Purchaser are true, correct and complete. Except as set forth on the CensusSeller’s knowledge, there are no current monetary defaults under the Contracts; (g) Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Properties and Seller does not have knowledge of any such violations; (h) Seller has not entered into any, and, to Seller’s knowledge, there are no, occupancy rights, leases, subleases, ground leases or tenancies affecting the Properties; (i) Seller is not a “foreign person” under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) and upon consummation of the Resident Agreements by transaction contemplated hereby, Buyer will not be required to withhold from the Purchase Price any of the residents or the Seller.withholding tax; (cj) There are no proceedings or investigations pending or, to Seller’s knowledge, threatenedthreatened condemnation proceedings affecting the Properties, against and Xxxxxx has not received any written notice that there is any pending or relating to the Property which relate to threatened condemnation of all or the exercise of the right of eminent domain as to any part of the Property or purchase in lieu thereof.Properties; (dk) Except as set forth in the Environmental Reports and any environmental reports previously delivered by Seller to Buyer: (1) to Seller’s knowledge, no Hazardous Substances have been generated, stored, released, or disposed of on or about the Properties in violation of any law, rule or regulation applicable to the Properties which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”), and (2) Seller has not received no any written notice that either the Property or the use thereof violates from (nor delivered any laws, rules or regulations of notice to) any federal, state, city county, municipal or county government other governmental department, agency or authority concerning any agencypetroleum product or other Hazardous Substance discharge or seepage; (l) To Seller’s knowledge, body there are no rights of first refusal, rights of first offer, purchase options or subdivision thereof having any jurisdiction over the Property that have not been resolved similar purchase rights with respect to the satisfaction Properties; (m) Seller is not acting on behalf of (a) an “employee benefit plan” (as defined in Section 3(3) of the issuer Employment Retirement Income Security Act of 1974 (“ERISA”)) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975(e) of the notice.Internal Revenue Code of 1986 (the “Code”) that is subject to Section 4975 of the Code (each of the foregoing a “Plan”), (c) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (d) a “governmental plan” within the meaning of Section 3(32) of ERISA; (en) No bankruptcy Neither Seller nor, to Seller’s actual knowledge, its affiliates is in violation of any laws relating to terrorism, money laundering or insolvency proceedings are pending the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or contemplated by Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”). Neither Seller nor, to Seller’s actual knowledge, its affiliates is acting, directly or against Seller. (f) This Agreement has been duly authorized by all necessary actions indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the part Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time. Neither Seller nor, to Seller’s actual knowledge, its affiliates, in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to 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 any Anti-Money Laundering and Anti-Terrorism Laws. Neither Seller, has been duly executed nor any person controlling or controlled by Seller, is a country, territory, individual or entity named on a Government List, and delivered by Seller and constitutes a valid and binding agreement of Seller. The execution of the monies used in connection with this Agreement and the consummation of Closing hereunder does amounts committed with respect thereto, were not and will are not violate or derived from any activities that contravene any lawapplicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, orderentity, decreecountry or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, rule or regulation to which Seller is subject, to its knowledge, or any agreement, instrument or document to which Seller or the Property is subject.Section 1956(c)(7)); (go) To Seller’s knowledge, except for items being paid by Seller at Closing or prorated at Closing or items for which Xxxxxx is responsible after Closing pursuant to the terms of the AUB Lease, there are no outstanding accounts payable or unpaid debts relating to the Properties that would be binding on Buyer after the Closing; (p) Following the Closing, Buyer shall have no obligation to employ or continue to employ any individual employed by Seller or at the Properties. There are no employment, collective bargaining or similar agreements or arrangements with Seller or with respect to the Properties, which will be binding on Buyer after the Closing; (q) To Seller’s knowledge, there are no delinquent amounts due and payable by Seller under any declarations, development agreements, reciprocal and/or operating easement agreements, or the like, impacting the Properties (the “REAs”), all material obligations of Seller to be performed under the REAs prior to the Closing Date have been satisfied, and no material default exists under any of the REAs by Seller or any other party thereto; (r) Seller currently possesses all requisite Licenses & Approvals necessary to own, maintain, operate and use the Properties, except where the failure to obtain such Licenses and Approvals cannot reasonably be expected to have a material adverse effect upon the Properties or the ability of Seller to perform its obligations under the AUB Lease. To Seller’s knowledge, it has not received any written notice from any governmental authority or other person or entity of (i) any violation, default, intended or threatened non-renewal, suspension or revocation of any License or Approval, except where the same cannot reasonably be expected to have a material adverse effect upon the Properties or the ability of Seller to perform its obligations under the AUB Lease, or (ii) any failure by Seller to obtain any of the Licenses & Approvals required for the use, occupancy or operation of the Properties, except where the failure to obtain such Licenses and Approvals cannot reasonably be expected to have a material adverse effect upon the Properties or the ability of Seller to perform its obligations under the AUB Lease. To Seller’s knowledge, there is no violation, default or any basis for any non-renewal, suspension or revocation of any of the Licenses & Approvals, except where the same cannot reasonably be expected to have a material adverse effect upon the Properties or the ability of Seller to perform its obligations under the AUB Lease; and (s) Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors, (iii) suffered the appointment of a receiver to take possession of all, or ​ substantially all, of its assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. For purposes of this Agreement, terms such as “to Seller’s knowledge”, “to the best of Seller’s knowledge”, or like phrases mean the actual knowledge of Xxxxx Cross and Xxxxx Xxxxxx, with no duty of inquiry, individuals in Seller’s organization expected to have knowledge of the matters set forth in this Agreement; provided, however, that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on the Environmental Site Assessmentspart of such individuals (or any other officer, the Property does not contain director or employee of Seller or its affiliates) on account of any Hazardous Materials (as hereinafter defined) in violation breach of applicable lawsany representation, and the Property has not been used warranty or covenant by Seller for a landfill or dump siteherein. As used herein, “Hazardous Materials” means any oil, hazardous materials, hazardous wastes, hazardous substances or toxic substances, as defined in 42 U.S.C. §§9601 et seq., 42 U.S.C. §§6901 et seq., 15 U.S.C. §§2601 et seq. and the regulations promulgated thereunder, and all applicable federal, state and local laws, rules and regulations relating to the environment, as any of the same may be amended from time to time.​