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________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:3/8/2022 9:08 AM OFA-20.20,Revised 10-22-2020 Page 5 of 11 referred to in paragraph 3.2 hereof.Likewise if Seller is to carry back a Purchase Money Note then Seller shall within 10 or days following the Date of Agreement provide Buyer with a copy of the proposed Purchase Money Note and Purchase Money Deed of Trust.Buyer has 10 or days following the receipt of such documents to saƟsfy itself with regard to the form and content thereof. (m)Personal Property.In the event that any personal property is included in the Purchase Price,Buyer has 10 or by July 30,2022 days following the Date of Agreement to saƟsfy itself with regard to the Ɵtle condiƟon of such personal property.Seller recommends that Buyer obtain a UCC-1 report. Any such report shall be paid for by Buyer.Seller shall provide Buyer copies of any liens or encumbrances affecƟng such personal property that it is aware of within 10 or by July 30,2022 days following the Date of Agreement. (n)DestrucƟon,Damage or Loss.Subsequent to the Date of Agreement and prior to Closing there shall not have occurred a destrucƟon of,or damage or loss to,the Property or any porƟon thereof,from any cause whatsoever,which would cost more than $10,000.00 to repair or cure.If the cost of repair or cure is $10,000.00 or less,Seller shall repair or cure the loss prior to the Closing.Buyer shall have the opƟon,within 10 days aŌer receipt of wriƩen noƟce of a loss cosƟng more than $10,000.00 to repair or cure,to either terminate this Agreement or to purchase the Property notwithstanding such loss,but without deducƟon or offset against the Purchase Price.If the cost to repair or cure is more than $10,000.00,and Buyer does not elect to terminate this Agreement,Buyer shall be enƟtled to any insurance proceeds applicable to such loss.Unless otherwise noƟfied in wriƟng,Escrow Holder shall assume no such destrucƟon,damage or loss has occurred prior to Closing. (o)Material Change.Buyer shall have 10 days following receipt of wriƩen noƟce of a Material Change within which to saƟsfy itself with regard to such change."Material Change"shall mean a substanƟal adverse change in the use,occupancy,tenants,Ɵtle,or condiƟon of the Property that occurs aŌer the date of this offer and prior to the Closing.Unless otherwise noƟfied in wriƟng,Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p)Seller Performance.The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement. (q)Brokerage Fee.Payment at the Closing of such brokerage fee as is specified in this Agreement or later wriƩen instrucƟons to Escrow Holder executed by Seller and Brokers ("Brokerage Fee").It is agreed by the ParƟes and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee is concerned,and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement,without the wriƩen consent of Brokers. (r)Buyer has received notice of approval of a grant of funds from the California Department of Housing and Community Development Project Homekey program to be used for the acquisition of the Property. (s)All of Seller’s representations and warranties contained herein are true and correct as of the close of escrow. (t)All acts to be performed by Seller prior to close of escrow shall have been performed,and Seller is not in default of this Agreement as of the close of escrow. (u)Seller has removed all waste and debris from the Property prior to the close of escrow. (v)There shall be no litigation or administrative proceeding pending with respect to the Property as of the close of escrow,nor any moratoria which would adversely impact the development,use or value of the Property 9.2 All of the conƟngencies specified in subparagraphs (a)through (m)of paragraph 9.1 are for the benefit of,and may be waived by,Buyer,and may be elsewhere herein referred to as "Buyer's ConƟngencies." 9.3 If any of Buyer's ConƟngencies or any other maƩer subject to Buyer's approval is disapproved as provided for herein in a Ɵmely manner ("Disapproved Item"),Seller shall have the right within 10 days following the receipt of noƟce of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("Seller's ElecƟon").Seller's failure to give to Buyer within such period,wriƩen noƟce of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's ElecƟon not to cure such Disapproved Item.If Seller elects,either by wriƩen noƟce or failure to give wriƩen noƟce,not to cure a Disapproved Item,Buyer shall have the right,within 10 days aŌer Seller's ElecƟon to either accept Ɵtle to the Property subject to such Disapproved Item,or to terminate this Agreement.Buyer's failure to noƟfy Seller in wriƟng of Buyer's elecƟon to accept Ɵtle to the Property subject to the Disapproved Item without deducƟon or offset shall consƟtute Buyer's elecƟon to terminate this Agreement.The above Ɵme periods only apply once for each Disapproved Item.Unless expressly provided otherwise herein,Seller's right to cure shall not apply to the remediaƟon of Hazardous Substance CondiƟons or to the Financing ConƟngency.Unless the ParƟes mutually instruct otherwise,if the Ɵme periods for the saƟsfacƟon of conƟngencies or for Seller's and Buyer's elecƟons would expire on a date aŌer the Expected Closing Date,the Expected Closing Date shall be deemed extended for 3 business days following the expiraƟon of:(a)the applicable conƟngency period(s),(b)the period within which the Seller may elect to cure the Disapproved Item,or (c)if Seller elects not to cure,the period within which Buyer may elect to proceed with this transacƟon,whichever is later. 9.4 The ParƟes acknowledge that extensive local,state and Federal legislaƟon establish broad liability upon owners and/or users of real property for the invesƟgaƟon and remediaƟon of Hazardous Substances.The determinaƟon of the existence of a Hazardous Substance CondiƟon and the evaluaƟon of the impact of such a condiƟon are highly technical and beyond the experƟse of Brokers.The ParƟes acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properƟes,and Buyer and Seller are not relying upon any invesƟgaƟon by or statement of Brokers with respect thereto.The ParƟes hereby assume all responsibility for the impact of such Hazardous Substances upon their respecƟve interests herein. 10.Documents and Other Items Required at or Before Closing. 10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the ParƟes. 10.2 Seller shall deliver to Escrow Holder in Ɵme for delivery to Buyer at the Closing: (a)Grant or general warranty deed,duly executed and in recordable form,conveying fee Ɵtle to the Property to Buyer. (b)If applicable,the Beneficiary Statements concerning ExisƟng Note(s). (c)If applicable,the ExisƟng Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer.The assignment of ExisƟng Leases shall be on the most recent Assignment and AssumpƟon of Lessor's Interest in Lease form published by the AIR or its equivalent. (d)An affidavit executed by Seller to the effect that Seller is not a "foreign person"within the meaning of Internal Revenue Code SecƟon 1445 or successor statutes.If Seller does not provide such affidavit in form reasonably saƟsfactory to Buyer at least 3 business days prior to the Closing,Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers. (e)If the Property is located in California,an affidavit executed by Seller to the effect that Seller is not a ''nonresident"within the meaning of California Revenue and Tax Code SecƟon 18662 or successor statutes.If Seller does not provide such affidavit in form reasonably saƟsfactory to Buyer at least 3 business days