Purc Sale Agmt Sansome Pacific Amdt 2

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( c) Agreements. There are no leases, licenses, concessions, or other oral or written agreements affecting the Property, except those which have been disclosed by Seller or are disclosed in the Title Report. There are no agreements that will be binding on the Buyer or the Property after the Close of Escrow. (d) Accuracy of Documents. To Seller's actual knowledge, all of the documents and records provided to Buyer by Seller in connection with the transaction contemplated herein are complete copies of such documents and/or records. (e) Litigation. To Seller's actual knowledge, there are no claims or lawsuits filed or pending against Seller relating in any manner to the Property. (f) Hazardous Materials. Except as otherwise disclosed to Buyer by Seller, Seller has received no notice from any local, state or national governmental entity or agency or other source of any hazardous waste condition existing with respect to the Property. (g) Condition. From the date of Buyer's inspections through close of escrow, Seller will maintain the Property in the same condition as existing on the Effective Date, reasonable wear and tear excepted. (h) New Agreements. From and after the date hereof, Seller shall not renew, extend or enter into any new lease or service or management contract, or other agreement that affects the use of the Property without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. (i) Foreign Person. Seller is not a foreign person or entity under the Foreign Investment in Real Property Tax Act of 1980, as amended, and no taxes or withholding under the Foreign Investment in Real Property Tax Act of 1980, as amended, shall be assessed or applied to Buyer in connection with the transaction contemplated hereby. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Seller contained in this Agreement are conditions precedent to Buyer's obligation to proceed with the Closing hereunder. The foregoing representations and warranties shall survive the expiration, termination, or close of escrow of this Agreement and shall not be deemed merged into the deed upon closing. 6.2. Buyer's Representations and Warranties. In addition to the representations, warranties and covenants of Buyer contained in other sections of this Agreement, Buyer hereby represents, warrants and covenants to Seller that the statements below in this Section 6.2 are each true as of the Effective Date, and, if to Buyer's actual knowledge any such statement becomes untrue prior to Closing, Buyer shall so notify Seller in writing and Seller shall have at least three (3) business days thereafter to determine if Seller wishes to proceed with Closing. (a) Buyer is a California corporation. Buyer has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly executed by Buyer, and upon delivery to and execution by Seller shall be a valid and binding agreement of Buyer. 8