|
________________
<br />________________
<br />INITIALS INITIALS
<br />©2019 AIR CRE.All Rights Reserved.Last Edited:3/8/2022 9:08 AM
<br />OFA-20.20,Revised 10-22-2020 Page 4 of 11
<br />of which Seller relies on at its own risk,and Seller is advised to retain appropriate consultants to review said documents.
<br />9.ConƟngencies to Closing.
<br />9.1 The Closing of this transacƟon is conƟngent upon the saƟsfacƟon or waiver of the following conƟngencies.IF BUYER FAILS TO NOTIFY ESCROW HOLDER,
<br />IN WRITING,OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN,IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER
<br />HAS APPROVED SUCH ITEM,MATTER OR DOCUMENT.Buyer's condiƟonal approval shall consƟtute disapproval,unless provision is made by the Seller within the
<br />Ɵme specified therefore by the Buyer in such condiƟonal approval or by this Agreement,whichever is later,for the saƟsfacƟon of the condiƟon imposed by the Buyer.
<br />Escrow Holder shall promptly provide all ParƟes with copies of any wriƩen disapproval or condiƟonal approval which it receives.With regard to subparagraphs (a)
<br />through (m)the pre-printed Ɵme periods shall control unless a different number of days is inserted in the spaces provided.
<br />(a)Disclosure.Seller shall make to Buyer,through Escrow,all of the applicable disclosures required by law (See AIR CRE ("AIR")standard form enƟtled
<br />"Seller's Mandatory Disclosure Statement")and provide Buyer with a completed Property InformaƟon Sheet ("Property InformaƟon Sheet")concerning the Property,
<br />duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or days following the Date of
<br />Agreement.Buyer has 10 days from the receipt of said disclosures to approve or disapprove the maƩers disclosed.
<br />(b)Physical InspecƟon.Buyer has 10 or by July 30,2022 days following the receipt of the Property InformaƟon Sheet or the Date of
<br />Agreement,whichever is later,to saƟsfy itself with regard to the physical aspects and size of the Property.
<br />(c)Hazardous Substance CondiƟons Report.Buyer has 30 or by July 30,2022 days following the receipt of the Property InformaƟon
<br />Sheet or the Date of Agreement,whichever is later,to saƟsfy itself with regard to the environmental aspects of the Property.Seller recommends that Buyer obtain a
<br />Hazardous Substance CondiƟons Report concerning the Property and relevant adjoining properƟes.Any such report shall be paid for by Buyer.A "Hazardous
<br />Substance"for purposes of this Agreement is defined as any substance whose nature and/or quanƟty of existence,use,manufacture,disposal or effect,render it
<br />subject to Federal,state or local regulaƟon,invesƟgaƟon,remediaƟon or removal as potenƟally injurious to public health or welfare.A "Hazardous Substance
<br />CondiƟon"for purposes of this Agreement is defined as the existence on,under or relevantly adjacent to the Property of a Hazardous Substance that would require
<br />remediaƟon and/or removal under applicable Federal,state or local law.
<br />(d)Soil InspecƟon.Buyer has 30 or by July 30,2022 days following the receipt of the Property InformaƟon Sheet or the Date of
<br />Agreement,whichever is later,to saƟsfy itself with regard to the condiƟon of the soils on the Property.Seller recommends that Buyer obtain a soil test report.Any
<br />such report shall be paid for by Buyer.Seller shall provide Buyer copies of any soils report that Seller may have within 10 days following the Date of Agreement.
<br />(e)Governmental Approvals.Buyer has 30 or by July 30,2022 days following the Date of Agreement to saƟsfy itself with regard to
<br />approvals and permits from governmental agencies or departments which have or may have jurisdicƟon over the Property and which Buyer deems necessary or
<br />desirable in connecƟon with its intended use of the Property,including,but not limited to,permits and approvals required with respect to zoning,planning,building
<br />and safety,fire,police,handicapped and Americans with DisabiliƟes Act requirements,transportaƟon and environmental maƩers.
<br />(f)CondiƟons of Title.Escrow Holder shall cause a current commitment for Ɵtle insurance ("Title Commitment")concerning the Property issued by the
<br />Title Company,as well as legible copies of all documents referred to in the Title Commitment ("Underlying Documents"),and a scaled and dimensioned plot showing
<br />the locaƟon of any easements to be delivered to Buyer within 10 or from the receipt of the Title Commitment by July
<br />30,2022 days following the Date of Agreement.Buyer has 10 days from the receipt of the Title Commitment,the Underlying Documents and the plot plan to
<br />saƟsfy itself with regard to the condiƟon of Ɵtle.The disapproval by Buyer of any monetary encumbrance,which by the terms of this Agreement is not to remain
<br />against the Property aŌer the Closing,shall not be considered a failure of this conƟngency,as Seller shall have the obligaƟon,at Seller's expense,to saƟsfy and remove
<br />such disapproved monetary encumbrance at or before the Closing.
<br />(g)Survey.Buyer has 30 or by July 30,2022 days following the receipt of the Title Commitment and Underlying Documents to saƟsfy
<br />itself with regard to any ALTA Ɵtle supplement based upon a survey prepared to American Land Title AssociaƟon ("ALTA")standards for an owner's policy by a licensed
<br />surveyor,showing the legal descripƟon and boundary lines of the Property,any easements of record,and any improvements,poles,structures and things located
<br />within 10 feet of either side of the Property boundary lines.Any such survey shall be prepared at Buyer's direcƟon and expense.If Buyer has obtained a survey and
<br />approved the ALTA Ɵtle supplement,Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage owner's form of
<br />Ɵtle policy,in which event Buyer shall pay any addiƟonal premium aƩributable thereto.
<br />(h)ExisƟng Leases and Tenancy Statements.Seller shall within 10 or by July 30,2022 days following the Date of Agreement provide
<br />both Buyer and Escrow Holder with legible copies of all leases,subleases or rental arrangements (collecƟvely,"ExisƟng Leases")affecƟng the Property,and with a
<br />tenancy statement ("Estoppel CerƟficate")in the latest form or equivalent to that published by the AIR,executed by Seller and/or each tenant and subtenant of the
<br />Property.Seller shall use its best efforts to have each tenant complete and execute an Estoppel CerƟficate.If any tenant fails or refuses to provide an Estoppel
<br />CerƟficate then Seller shall complete and execute an Estoppel CerƟficate for that tenancy.Buyer has 10 days from the receipt of said ExisƟng Leases and Estoppel
<br />CerƟficates to saƟsfy itself with regard to the ExisƟng Leases and any other tenancy issues.Seller shall further provide Buyer and its consultants with
<br />information reasonably requested regarding motel guests and their lengths of stay at the Property,as Buyer and its consultants deem necessary in order
<br />to determine the eligibility of motel guests for relocation benefits and assistance.Prior to the Closing,Seller shall cooperate with Buyer and its
<br />consultants in providing notices and eligibility documentation to motel guests with respect to relocation benefits and assistance.Buyer has until July 30,
<br />2022 to satisfy itself with regard to its relocation obligations with respect to motel guests,the Existing Leases and existing tenants and subtenants.
<br />(i)Owner's AssociaƟon.Seller shall within 10 or days following the Date of Agreement provide Buyer with a statement and transfer
<br />package from any owner's associaƟon servicing the Property.Such transfer package shall at a minimum include:copies of the associaƟon's bylaws,arƟcles of
<br />incorporaƟon,current budget and financial statement.Buyer has 10 days from the receipt of such documents to saƟsfy itself with regard to the associaƟon.
<br />(j)Other Agreements.Seller shall within 10 or by July 30,2022 days following the Date of Agreement provide Buyer with legible
<br />copies of all other agreements ("Other Agreements")known to Seller that will affect the Property aŌer Closing.Buyer has 10 days from the receipt of said Other
<br />Agreements to saƟsfy itself with regard to such Agreements.
<br />(k)Financing.If paragraph 5 hereof dealing with a financing conƟngency has not been stricken,the saƟsfacƟon or waiver of such New Loan conƟngency.
<br />(l)ExisƟng Notes.If paragraph 3.1(c)has not been stricken,Seller shall within 10 or days following the Date of Agreement provide Buyer
<br />with legible copies of the ExisƟng Notes,ExisƟng Deeds of Trust and related agreements (collecƟvely,"Loan Documents")to which the Property will remain subject
<br />aŌer the Closing.Escrow Holder shall promptly request from the holders of the ExisƟng Notes a beneficiary statement ("Beneficiary Statement")confirming:(1)the
<br />amount of the unpaid principal balance,the current interest rate,and the date to which interest is paid,and (2)the nature and amount of any impounds held by the
<br />beneficiary in connecƟon with such loan.Buyer has 10 or days following the receipt of the Loan Documents and Beneficiary Statements to saƟsfy itself
<br />with regard to such financing .Buyer's obligaƟon to close is condiƟoned upon Buyer being able to purchase the Property without acceleraƟon or change in the terms
<br />of any ExisƟng Notes or charges to Buyer except as otherwise provided in this Agreement or approved by Buyer,provided,however,Buyer shall pay the transfer fee
|