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HomeMy WebLinkAboutResolution - 4215 - Contract - RTC - University Pines Duplexes Purchase For AHP, HOME - 08_12_1993Resolution No. 4215 August 12, 1993 Item #14 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Agreement and related documents with the Resolution Trust Corporation (RTC) for the purchase of the University Pines Duplexes at a cost not to exceed $350,000.00 for use in the Affordable Housing Program with the further goal of providing afford- able housing for the elderly utilizing HOME funds as required to modify the rental units for use by the elderly. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be in- cluded in the minutes of the Council. Passed by the City Council this ATTEST: Betty M. o son, y Secretary APPROVED AS TO CONTENT: Sandy Og ree,oiousing & Communi-ty Developme Coordinator APPROVED AS TO FORM: _ -:: `- _< Cam' , � f ,-. Linda L. Chamales, Assistant City Attorney LLC:js/UNIVPINE.RES DI-A&a da/July 13, 1993 Part A. To be completed by the Public Agency. 1. Please fill in the exact name of your Public Agency. City ofLubboc:c, Texas 2. Please fill in the name and complete address of the property for which you are remitting this form. (only list one property per form). Universitv Pines DUDlexe 3. Please describe the legislative authority by which you are designated as a public agency and by which you have the authority to purchase, own, rent and sell multifamily property, incur debt to do so and comply with the low income occupancy commitment in the jurisdiction where the property is located. City of Lubbock - Body Po'.Jtic 4. Please describe in the space provided below the exact plans that you have for the property listed in number 2 above. Please tell the RTC in your own words whether you plan to purchase the property and hold it for the long-term or if you plan to resell the property immediately to a third - party (sometimes referred to as a simultaneous closing) or if you plan to purchase the property and hold it for a year or two and then resell. The City intends to purchase the property to hold as affordable housing units and further impose restrictions of units as housing for the elderly, dAny required madifiratinn to he done with ugkg €41nds. Value of units to hP 11ti i i led as t[Qj4R mateking funds. Units to meet identified need as adopted in Comprehensive Strat, 5. If you described in No. 4 above that you plan to resell the property immediately and you have already chosen the ultimate owner, please list the exact name of the ultimate owner and set forth whether the ultimate owner is a non-profit organization or a for -profit entity. Name of Ultimate Owner: N/A Is this Ultimate Owner a Non -Profit Organization? Yes No Is this Ultimate Owner a For -Profit Entity? Yes Page 2 No Part B. To be completed by the Public Agency if the Public Agency set forth in No. ! above that it intends to keep the property for its own portfolio and own the property for the long term or to be completed by the Public Agency if the Public Agency set forth that it intends to keep the property for one or two years and then resell. To be completed by the ultimate owner if the Public Agency set forth in No. 5 above the name of the ultimate owner. 1. Please list below the exact name of the Public Agency or the ultimate owner, as applicable. City of Lubbock 2. Please provide in the space provided any demonstrated commitment and involvement to the community or neighborhood where the property is located that your organization has made in the past. If your organization cannot demonstrate any past commitment to the community or neighborhood, so state. If your organization has planned future commitments or involvement, please describe. City has made numerous rnmmitmPnts—to af-foFdable he in. the community. University Pines to be a new 3. Please describe in the space provided the track record that you have in providing housing to low and very low income households. City has extensive experience as they currently are administrating CDBG, HOME and HOPE III programs totaling 4. Please describe in the space provided the track record that you have in providing services to low and very low income households? All programs administered are targeted to low & very low income households. Page 3 5. Please set forth in the space provided below the exact number of units that you are committing to the low income and the very low income in this property. Total Units in Property: 16 Total Units Committed to Low Income: 15% Total Units Committed to Very Low Income: 20% 6. Please describe in the space below any experience that you have in acquiring, developing, managing, maintaining, or rehabilitating housing for targeted income groups or special population groups. If your housing experience has been provided to the general population, please so state. The City administers tthe EmerrgencyShleter Grant Program and currently is working for housing of subpopulations. City has extensive experience with housing for domestic violence victims, mentally ill and alchol & substance abuse citizens. 7. Please list the name, location and number of units of any properties that you currently own, manage, have under contract for purchase, or are rehabilitating for a third party. If you currently own, manage, have under contract for purchase, or are rehabilitating for a third party more than ten properties, do not list over ten. Name Location Relationship to Property The City of Lubbock, through the City of Lubbock Housing Authority currently owns and operates 600 units of public housing and operates 400 units of Section B housin 8. Describe in the space below the source of permanent financing that you are planning to use to purchase this property? RTC Bridge Loan later converted to permanent financing Page 4 If you are a public agency that intends to purchase the property and hold it for your own portfolio and you described in the space above that you intend to purchase the property with the RTC bridge loan, please go on to describe the plans that you have for permanent financing to take out the RTC bridge loan. The City is currently contemplating converting the bridge loan to bond financing if sufficient volume is available at the time of refinance. In the alternative, RTC long term financing, may be utilized with reguiped.loan reductions atthe time of permanent financing coming from general reserves or from fuhds on hand with the Lubbock Housing Finance Corp. 9. What is the exact source of the funds and the amount of funds available from the source that you will use for the downpayment and closing costs associated with this property? City of LubbockGeneral Fund / Lubbock Housing Finance Corp. funds. 10. What do you estimate the downpayment and closing costs will be for this property? 1% of purchase price ($2,997)-plus normal escrow and elnGi� 11. How many other RTC properties in the Direct Sales Program have you already remitted a Notice of Serious Interest on? Lubbock Housing Authority in behalf of City of"Lubbock -5 properti If you are the buyer that is selected on more than one property, what is the exact source of the downpayment and closing costs and the amount of funds available from the source for the other properties? Same as above or Lubbock Housing Authority General reserves. 12. What do you estimate the downpayment and closing costs will be for all of the properties for which you have remitted a Notice of Serious Interest? $10,000 or less 13. Describe the management plan that you have for this property in the space provided below. If you are planning to engage a third party management company and have already identified the management company, please list the management company's name. If you have not already selected the third party management company, please describe your process for selecting a third party management company. Page 5 City intends to contract Hallmark & Associates, Inc. of Lubbock, Texas to manHge and operate the property, either directly or via the Lubbock Housing Authority. This firm is an established property management firm and is experienced in affordable housing prograris. 14. Please describe in the space provided below the sources of funds that you will use to rehabilitate the property and the amount of funds available from the source if the property needs rehabilitation. HOME funds will be utilizied if required to modify units for occupancv.bv elderlv citizens. Page 6 Part C. To be completed by the Public Agency if the Public Agency set forth in Part A. 4 that it intends to resell the property but has not yet selected the ultimate owner. Part C must be completed by the Public Agency if they have not yet selected the ultimate owner, whether they plan to resell immediately or in one - two years. 1. Please describe in the space provided your process for selecting the ultimate owner. `IA Page 7 Part D. To be completed by the Public Agency if the Public Agency intends to resell the property, either immediately or in one - two years, regardless of whether or not the Public Agency has selected the ultimate owner. 1. Please describe in the space provided any "value added" commitments that you have, made or plan to make to this transaction that will facilitate the preservation of and the affordability of the property after resale. Public Agency certification This is to certify that the information- contained in this Evaluation Form for Public Agency Notice of Serious Interest in WXect Sales Program is correct. f Officia'I of Deblic T Date Page 8 (Affordable Housing Disposition Program) Pabli.c Agency Direct Sales for property having the address(es) UNIVERSITY PINES DUPLEXES 9405, 9406, 9407,9408,9409.9410, 9411, & 9413 Boston Ave., Lubbock, Lubbock County, Texas Effective Date: , 199_ available. If applicable, the amount of Third Party Assumable Financing is n/a Dollars ($ n/a ), subject to Section 11.1 of Part II. 3. " e o t" is one percent (1%) of the Purchase Price, equal to Two Thousand, Nine Hundred Ninety Eight _ Dollars ($ 2,993.00 ). 4. Loan funds included within the amount of Bridge Loan Convertible Financing (which funds shall, at Closing, be deposited into an escrow account pursuant to the terms of the Escrow Agreement attached hereto as a part of Exhibit "B-1") are as follows: (a) "Capital Improvement Amount" (if applicable) is n/a Dollars ($ n/a ); (b) "Cash Costs for Permanent Financing" (if applicable) is five Thousand. Nine Hundred, Ninety Six Dollars ($ 5,996.00 ); and (c) "Operatina Exvense Deficient Amount" (if applicable) is n/a Dollars ($ n/a ). 5. " roker" is Hallmark h Associates, Inc. - Wesley Hallmark, Presi ent 6. "Closing Agent" (to be designated by Seller) is 7. "_Closing Date" (to be designated by Seller) is 199_ 8. "Effective Date" is , 199l, which is the date upon which this Agreement is executed by Seller, as evidenced by the insertion of such date below Seller's signature. 9. "Inspection Period" begins on 199 and ends at 5:00 p.m. on 199 I 0 10. "Oualified Organization" (as defined in Exhibit "B") (if applicable) is n/a RTC AIMP Diva Sala hcV, Pas Va. 1.I - 2 - il. "Title Company" (to be designated by Seller) is 12. The allocation of Closing costs under Section 13.3 is As sited in Section 13.3 13. The units referenced in Article 27 are as follows: (a) Total number of rental units located within the Property: 1s ; (b) Aggregate number of those units to be available for occupancy by Lower -Income Families as Qualifying Units, including by Very Low -Income Families : 2. , I.e., 15 (in calculating the number to be inserted here, (b) must = (a) multiplied by at least .35); (c) Number of those units to be available for occupancy by Very Low -Income Families as Qualifying Units 3 , i.e., 20 % (in calculating the number to be inserted here, (c) must = (a) multiplied by at least .20). RTC ARDP Dana Saks P.eg. PhS Va. 1.1 - 3 - PURCHASE AND SALE AGREEMENT (continued) PART II TABLE OF CONTENTS Page PARTI.......................................................1 PARTII......................................................4 ARTICLE 1. Purchase and Sale .............................8 2. Purchase Price................................9 3. Deposit ... ... .. .. ............9 ... .. ..... .... ... 4. Payment of Purchase Price; Financing ..........9 5. Due Diligence Materials ......................11 6. Title .......11 ... .................. ...... ... 7. Inspection Period; Material Deficiencies; Interim Action ...... .....................12 8. Confidentiality Agreement .................19 9. Representations and Warranties .... .......19 10. Condition of Property; Disclaimer; Release of Claims .. ................21 ... ............... 11. Conditions Precedent to Closing ..............21 12. Closing; Deliveries at Closing ...............24 13. Costs, Taxes and Adjustments .................27 14. Default ... .... ............31 ....... .. ....... . 15. Liability of Seller and Related Persons ......33 16. Condemnation ... .........................33 17. Risk of Loss; Casualty .......................34 18. Brokers . .....................................36 19. Survival .. •..... •................36 20. Assignments of this Agreement................37 21. Notices •........... ...................38 22. Time of the Essence ..........................39 23. Miscellaneous .... .. .. ..39 . . . ...... ...... .. .. 24. Provisions with Respect to the Closing Agent .41 25. Specific Provisions Required by the Jurisdiction in Which the Property is Located .... •...........................42 26. Execution and Delivery ...................42 27. Affordable Housing Provisions ................42 28. Liquidated Damages Provision .................43 RTC MMP Direct 9d= hgnm PdS Va. 1.1 - 4 - EXHIBITS: Exhibit "A" - Exhibit "B" - Exhibit "B-1" - Exhibit "C" - Exhibit "D" - Exhibit "E" - Exhibit "F11 - Exhibit "G" - Exhibit "H" - Exhibit "I" - Exhibit "J" - Exhibit "R" Exhibit "L" - Exhibit "M" - Exhibit "N" - Exhibit "N-1" - Exhibit "O" - Exhibit "P" RTC AMP Durd Saks hg. P3S Vcr. 1.1 Description of the Real Property Terms of Bridge Loan Convertible Financing or Seller Financing, if and as Applicable Bridge Loan Financing Documents or Seller Financing Documents, if and as Applicable Due Diligence Materials Description and Terms of Third Party Assumable Financing, if Applicable Confidentiality Agreement Deed Bill of Sale Assignment and Assumption Agreement Recovery Act Compliance Affidavit Provisions With Respect to Closing Agent Specific Provisions Required by the Jurisdiction in which the Property is Located Statement of Sources and Uses of Funds Process for Complying with the Land Use Restriction Agreement Buyerts Experience Buyer,'s Property 11anagement Plan Changes to Expression of Serious Interest Land Use Restriction Agreement - 5 - INDEX TO LOCATION/DEFINITION OF TERMS Term Part/Article/Section/Exhibit (All Article, Section anc Exhibit references are tc Part II) Accounting Period.........................................13.5 Additional Title Evidence.....................................6.1 Adjustment Time.............................................13.4 Affiliate........ .. ......... .............. .9.2(e) . . ...... .. ... .... Agency Advances for Capital Improvements ..............Exhibit "B" Agreement .. ...............................................Part I Alternate A...................................................7.2 Alternate B...................................................7.2 Alternate C. ...... • ..... ...........................7.2 Assignment and Assumption Agreement..........................12.2(c) Third Party Assumable Financing.....................................................4.4 Billof Sale..... ...............................12.2(b) Bridge Loan Convertible Financing.............................4.2 Broker .....................................................Part I Business Day .............................................. ..23.3 Buyer.... .. .................................Part I Buyer's Deficiencies Notice...................................7.2 Buyer's Representatives.......................................7.3(b) Capital Improvement Amount.... ..........................Part I Cash Costs for Permanent Financing .........................Part I Cash Portion of the Purchase Price .........................Part I Claims ....................................................... .5 Closing .... .............................................. ..12.1 Closing Agent..............................................Part I Closing Date.. ..........................................Part I Confidential Files............................................7.1 Contracts.....................................................7.7(b) Control.......................................................9.2(e) Deed.. ................................................12.2(a) Deficiency(ies)........................................... ...7.1 Deposit........ ....................................Part I Due Diligence Materials.........................................5 Due Diligence Review..........................................7.1 RTC AHDP Duct Sate Agr+m F" Ver. 1.1 - 6 - Effective Date.............................................Part I Environmental Laws...........................................10.2 Escrow Account ............................................ .3.2 Escrow Agent...............................................Part I Inspection Period..................................Part I and 7.1 Inspection Studies............................................7.1 Intangible Property...........................................1.1(c) Land Use Restriction Agreement .............. .27 Lease(s)......................................................7.7(a) Litigation....................................................9.2(c) Material Deficiencies.........................................7.1 Non -Material Deficiencies.....................................7.1 Notices......................................................21.1 Operating Expense Deficiency Amount ........................Part I Permits...................................................1.1(c) Permitted Encumbrances ........................................6.1 Personal Property.............................................1.1(b) Prohibited Buyer..............................................9.2(e) Property.....................................................1.2 Pro-Rata Share...............................................13.5 Purchase Price.............................................Part I Publicly Held.................................................9.2(e) Qualified Organization.....................................Part I Real Property ............................................... .1.1(a) Repair Cost..................................................17.2(a) Seller.. .. ............................................Part I Seller Financing......................................4.3 Seller's Deficiencies Notice ..................................7.2 Taking.......................................................16.1 Taxes .. .................................................. ..13.4(d) Title Company..............................................Part I Title Evidence................................................6.1 RTC AMP Diced Sales h,,. ?AS Va. 11 - 7 - ARTICLE 1. Purchase and Sale. 1.1 In consideration of the mutual promises and undertakings hereinafter set forth to be kept and performed by the parties, Seller agrees to sell and convey to Buyer and Buyer agrees to purchase from Seller, under the terms and conditions set forth in this Agreement, all right, title and interest of Seller in and to the following: (a) The real property described in Part I and any improvements situated on such real property, together with any and all easements, covenants and other rights appurtenant to such real property (collectively, "Real Property'); (b) All furniture, furnishings, fixtures, equipment, supplies and other tangible personal property presently affixed to and/or located at the Real Property which is owned or otherwise lawfully possessed by Seller and used in connection with Seller's management, operation or repair of the Real Property, or replacements of those items permitted under this Agreement (collectively, "Personal Property'); and (c) The following intangibles to the extent they are transferable by Seller (collectively, "Intangible Property"): (i) any and all Leases and Contracts in effect on the Closing Date, (ii) any and all refundable tenant security deposits (and required interest thereon, if any) in Seller's possession with respect to the Leases and Contracts as of the Closing Date, (iii) any and all licenses, permits, authorizations, certificates of occupancy and other approvals that are in effect as of the Closing Date and necessary for the current use and operation of the Property (collectively, "Permits"), (iv) any and all warranties, telephone exchange numbers, architectural or engineering plans and specifications, and development rights that exist as of the Closing Date and relate to the Real Property or the Personal Property, and (v) any and all rights to the name of the improvements upon the Real Property. 1.2 The term "Property" means the aggregate of the Real Property, the Personal Property and the Intangible Property. 1.3 Buyer shall be solely responsible for obtaining, at its expense, any of the Permits which are not transferable from Seller to Buyer pursuant to Section.1.1(c)(iii) above. RTC MMP Dom S.ks ftw= PkS Vc. 1.1 g ARTICLE 2. Purchase Price. The Purchase Price is set forth in Part I. ARTICLE 3. Deposit. 3.1 Simultaneously with delivery by Buyer of an executed copy of this Agreement to Seller, Buyer shall tender the Deposit as set forth in Part I. If the Closing Agent has been designated by Seller as of the date of such tender, then such tender shall be made to the Closing Agent to be held in escrow in accordance with the terms of this Agreement; otherwise, such tender shall be made to Seller to be forwarded to the Closing Agent once Seller designates who the Closing Agent shall be. The Closing Agent shall be selected by Seller in its sole discretion and designated in Part I. The Deposit shall be tendered by certified check or cashier's check made payable to Closing Agent or Seller, as applicable, or by wire transfer of current federal funds received and credited to the account of Closing Agent or Seller, as applicable. 3.2 The Deposit shall be promptly deposited by Closing Agent in a separate, federally insured, interest bearing escrow account reasonably satisfactory to Seller ("Escrow Account"). The interest accruing thereon shall be part of the Deposit, and all references in this Agreement to the Deposit shall include the interest thereon. To allow the interest bearing account to be opened, Buyer shall state Buyer's federal tax employer identification number below its signature to this Agreement. 3.3. The Deposit shall be credited against the Cash Portion of the Purchase Price at Closing or shall be otherwise disbursed in accordance with the terms and provisions of this Agreement. ARTICLE 4. Payment of Purchase Price; Financing. 4.1 The Purchase Price shall be paid at Closing as follows: (a) The Deposit shall be credited against the Cash Portion of the Purchase Price; (b) Buyer shall deliver to Closing Agent, for the account of Seller, the balance of the Cash Portion of the Purchase Price by certified check or cashier's check made payable to Closing Agent, or by wire transfer of current federal funds received and credited to the Escrow Account; RTC AHDP Dirac Saks Prog s PdS Ver. 1.1 - 9 - (c) If Buyer is approved for Bridge Loan Convertible Financing, then, at Closing, Buyer shall execute and deliver to the Closing Agent the purchase money loan documents evidencing, governing or securing the Bridge Loan Convertible Financing, in accordance with the provisions of Section 4.2; (d) If Buyer is approved for Seller Financing, then, at Closing, Buyer shall execute and deliver to Closing Agent the deferred purchase money loan documents evidencing, governing or securing the Seller Financing, in accordance with the provisions of Section 4.3; and (e) If Buyer is approved for Third Party Assumable Financing, then, at Closing, Buyer shall execute and deliver to Closing Agent such documents as are necessary for Buyer to consummate Buyer's assumption of such financing. If no dollar amount of either Bridge Loan Convertible Financing or Seller Financing is set forth in Part I, if no terms and conditions are set forth on Exhibit "Ell, or if no dollar amount of Third Party Assumable Financing is set forth in Part I, then the transaction described in this Agreement shall be "all cash". See also Section 11.1. Furthermore, if Buyer is approved for Bridge Loan Convertible Financing, Seller Financing or Third Party Assumable Financing but fails to execute or deliver the requisite documents as aforesaid, then the Cash Portion of the Purchase Price shall be increased to the full Purchase Price such that the transaction described in this Agreement shall be "all cash". 4.2. If a dollar amount of Bridge Loan Convertible Financing is set forth in Part I, then Buyer shall exercise reasonable efforts to obtain Seller's approval, before the expiration of the Inspection Period, for such financing. If Buyer is approved for such financing, then the terms and conditions of such financing set forth on Exhibit "B" shall apply and the loan documents pertaining thereto shall be in substantially the form of Exhibit "B-1" 4.3. If a dollar amount of Seller Financing is set forth in Part I, then Buyer shall exercise reasonable efforts to obtain Seller's approval, before the expiration of the Inspection Period, for such financing. If Buyer is approved for such financing, then the terms and conditions of such financing set forth on Exhibit "B" shall apply and the loan documents .pertaining thereto shall be in substantially the form of "Exhibit RTC AHDP D nd Salo "mm P!S Va. 1.1 - 10 - 4.4 If a dollar amount of Third Party Assumable Financing is set forth in Part I, then Buyer shall exercise reasonable efforts to obtain the requisite approvals from the lender(s), before the expiration of the Inspection Period, to assume such financing on such terms and conditions as such lender(s) may require. 4.5 If Buyer or a Qualified Organization designated by the Buyer is disapproved for Bridge Loan Convertible Financing or Seller Financing, then Seller shall notify Buyer of its intention to terminate this Agreement and direct the Closing Agent to return the Deposit to Buyer; however, Buyer, at Buyer's option, shall nevertheless have the right to proceed to close under the terms of this Agreement by providing Seller with written notice, within seven (7) days of the date of Seller's notice of disapproval, evidencing Buyer's source of funds for the payment of the Purchase Price. ARTICLE 5. Due Diligence Materials. Buyer acknowledges that, prior to Buyer's execution of this Agreement, Seller delivered to Buyer and Buyer reviewed the materials and information concerning the Property identified on Exhibit "C" (collectively, "Due Diligence Materials"). Buyer acknowledges and understands that the Due Diligence Materials may have been prepared by parties other than Seller and that Seller makes no representation or warranty whatsoever, express or implied, as to the completeness, content or accuracy of the Due Diligence Materials. Buyer specifically releases Seller from all Claims (as hereinafter defined) asserted against or incurred by Buyer by reason of or in any way connected with the information contained in, or that should have been contained in, the Due Diligence Materials; however, the foregoing release shall not apply to any Claims resulting from any intentional misstatements or willful misconduct on the part of Seller. The word "Claims", when used in this Agreement, shall mean any and all claims, demands, causes of action, judgments, losses, damages, liabilities, costs and expenses, including attorneys' fees whether suit is instituted or not, whether the same are known or unknown, liquidated or contingent. ARTICLE 6. Title. 6.1. If not already provided to Buyer with the Due Diligence Materials, Seller shall, no later than thirty (30) days after the Effective Date, obtain and deliver the Title Evidence and a survey of the Real Property to Buyer. "Title Evidence•' means a RMAMP Dina Siks Pmet= PBS Va. 1.1 preliminary title report, title commitment, title abstract or similar document in use in the jurisdiction in which the Property is located. Seller may, prior to the end of the Inspection Period, update or supplement such Title Evidence ("Additional Title Evidence") and deliver such Additional Title Evidence to Buyer. Title to the Property is to be conveyed to Buyer at Closing subject to only Permitted Encumbrances. "Permitted Encumbrances" means any and all (a) matters disclosed by the Due Diligence Materials, (b) matters of public record as of the effective date of the Title Evidence or the effective date of the Additional Title Evidence, other than such mortgages and deeds of trust and other monetary liens as Buyer does not assume under Section 4.1(e), (c) matters that would be revealed by a physical inspection of the Property as of the effective date of the Title Evidence, (d) rights -of -way and easements that do not materially interfere with the existing use of the Property, (e) zoning and other governmental restrictions, (f) matters common to any plat of subdivision in which the Property is located, (g) taxes, assessments and other public charges not due as of the Closing Date, (h) matters that are Non -Material Deficiencies or that shall not have been duly objected to by Buyer as Material Deficiencies pursuant to the provisions of Article 7, (i) Leases and Contracts not prohibited under Section 7.7, (j) if applicable, the documents evidencing or securing Bridge Loan Convertible Financing or Seller Financing under Section 4.1, and (k) rights of tenants to possession under unrecorded Leases. Title is to be insurable, by a title insurance company selected by Seller, at standard rates or less, subject to the Permitted Encumbrances. Buyer's sole rights and remedies with respect to any defects in Seller's title to the Property not constituting Permitted Encumbrances shall be those provided in Article 7. 6.2 Seller makes no representation or warranty whatsoever, express or implied, as to the completeness, content or accuracy of the Title Evidence or the Additional Title Evidence. ARTICLE 7. Inspection Period; Material Deficiencies; Interim Action. 7.1 From the Effective Date of this Agreement until 5:00 p.m. (local time for the area in which the Real Property is located) on the sixtieth (60th) day after the Effective Date ("Inspection Period"), Buyer, at its sole cost and expense, shall have the right to a Due Diligence Review in accordance with the following terms and conditions. A "Due Diligence Review" means (a) an inspection of those documents, files and other information in Seller's possession with respect to the Property that Seller has not already disclosed to Buyer prior to the Effective Date of RTC w1IDP Dimes Saks Pcog. US Ver. 1.1 - 12 - this Agreement and which Seller is not prohibited from disclosing ("Confidential Files"), and (b) the conduct of such physical tests, inspections and other investigations as are reasonably necessary to determine whether there are any Material Deficiencies with respect to the Property ("Insipection Studies"). If the aggregate value of all Deficiencies (if any) as determined hereunder exceeds two percent (2%) of the Purchase Price, then such Deficiencies shall, together, constitute the "Material Deficiencies". A "Deficiency" or "Deficiencies" consist of only the following conditions: (a) any material defect in the soils, the structure, or the plumbing or electrical or mechanical systems, of the Property that (i) is neither disclosed in the Due Diligence Materials nor discoverable in the Buyer's visual inspections of the Property occurring prior to the Effective Date, and (ii) has a material adverse effect upon the ability of Buyer to continue the existing use of the Property; (b) any failure of the Property to comply with any applicable governmental regulations (including environmental) in any material respect, except as disclosed in the Due Diligence Materials; (c) any material inaccuracy or omission in the Due Diligence Materials; or (d) any material defect in Seller's title to the Property that is not one of the Permitted Encumbrances. The value of each Deficiency (if any) shall be the lesser of the reasonably anticipated costs to cure that Deficiency or the diminution in the fair market value of the Property caused by that Deficiency; if there is any dispute as to the amount of such cost or diminution, then Seller's reasonable determination thereof shall apply. "Non -Material Deficiencies" shall be all conditions of or affecting the Property that are pot included within Material Deficiencies. 7.2. Buyer shall be obligated to purchase the Property in accordance with this Agreement notwithstanding the existence of any Non -Material Deficiencies, without any reduction in the Purchase Price. However, if within the Inspection Period, Buyer discovers Material Deficiencies, then Buyer may, on or before the expiration of the Inspection Period, give notice to Seller citing each Deficiency included within the Material Deficiencies and enclosing a copy of any and all reports of the inspector(s) that disclose such Deficiencies ("Buyer's Deficiencies Notice"). If Buyer does not give Seller a Buyer's Deficiencies Notice prior to the expiration of the Inspection Period, then Buyer shall have no further right to object to Material Deficiencies and shall be required to accept any and all Material Deficiencies without postponement of the Closing Date, reduction in the Purchase Price or claim against Seller on account thereof. Seller shall have the right, by giving notice to Buyer ("Seller's Deficiencies otice") within twenty-one (21) days after receiving Buyer's RTC AMP Direa Saks Freer F&S Vrz. 1.1 - 13 - Deficiencies Notice, to elect (a) to decline to take any action with respect to the cited Material Deficiencies ("Alternate All), (b) to agree to attempt to cure the cited Material Deficiencies if Seller reasonably determines that they may be curable within sixty (60) days after the date of Seller's Deficiencies Notice ("Alternate B"), or (c) to reduce the Purchase Price by an amount, reasonably determined by Seller, equal to, with respect to each of the cited Deficiencies, the lesser of the reasonably anticipated costs to cure the Deficiency or the diminution in the fair market value of the Property caused by the Deficiency ("Alternate C"). (a) If Seller elects Alternate A, then Buyer shall have the right, exercisable only by giving notice to Seller (with a copy to Closing Agent) within ten (10) Business Days after receiving Seller's Deficiencies Notice, to terminate this Agreement. If Buyer duly exercises that right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit "J" as Buyer's sole remedy. If Buyer does not duly exercise that right, then (i) Buyer shall have no further right to object to the cited Material Deficiencies, (ii) Closing shall occur as described in this Agreement without postponement, and (fii) at Closing, Buyer shall accept the Property subject to the cited Material Deficiencies; without any reduction in the Purchase Price or claims against Seller on account thereof. (b) If Seller elects Alternate B, then Seller shall promptly attempt to cure the cited Material Deficiencies, using reasonable efforts; however, Seller shall not be required to institute any litigation in pursuit of such cure. If Seller fails to cure those Material Deficiencies within sixty (60) days after the date of Seller's Deficiencies Notice, then Seller shall have the right, exercisable only by giving notice to Buyer within that sixty (60) day period, to extend the time within which to cure those Material Deficiencies for an additional period of thirty (30) days. If Seller fails to cure those Material Deficiencies within the applicable period, then Buyer shall have the right, exercisable only by giving notice to Seller (with a copy to Closing Agent) within five (5) days after the applicable period, to terminate this Agreement. If Buyer duly exercises that right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit "J" as Buyer's sole remedy. If Buyer does not duly exercise that right, then (i) Seller shall have no further obligation to attempt to cure those Material Deficiencies, and (ii) at Closing, Buyer shall accept the Property subject to those Material Deficiencies without any RTC AHDP Dveet Saks Pram Pas Vm 1.1 - 14 - reduction in the Purchase Price or claims against Seller on account of those Material Deficiencies. (c) If Seller elects Alternate C, but Buyer is precluded by law or by Buyer's charter from assuming the liability or obligation imposed by a Material Deficiency which is present in the Property, then Buyer shall, within seven (7) days after Seller's election of Alternate C, submit proof of its being so precluded to Seller. If such proof is sufficient, in Seller's sole but reasonable discretion, Seller shall terminate this Agreement and deliver written notice to the Closing Agent directing the Closing Agent to return the Deposit to the Buyer. (d) If a period described in the foregoing provisions of this Section 7.2 becomes applicable and the Closing Date would otherwise occur during such period, then the Closing Date shall be extended to be a date selected by Seller. Such new Closing Date shall be within thirty (30) days after the applicable period(s). (e) The procedures set forth in this Section 7.2 shall be Buyer's sole rights and remedies with respect to any defects or deficiencies in the Property or in Seller's title to the Property. Buyer shall have no right to take any other action, or to assert any other claims or cause of action, against Seller based upon any such defect or deficiency. 7.3. The inspection of Confidential Files shall be conducted, if at all, only in accordance with the following procedures: (a) Subject to Article 8, the Confidential Files shall be made available to Buyer and Buyer's Representatives, by appointment, at the Property or at such other location as is reasonably designated by Seller. (b) Neither Buyer nor any of Buyer's Representatives shall make any reproduction of Confidential Files (other than handwritten summaries or notes) without the prior approval of Seller in each instance. "Buyer's Representatives$' are any employees, officers, directors, partners, principals, agents, independent contractors, consultants, attorneys and accountants of or retained by Buyer with respect to the Property, reviewing this Agreement, or providing debt or equity financing. RTC ABDP Direct Saks Pcgnm P S Ver. 1.1 - 15 - 7.4. The Inspection Studies shall be conducted only in accordance with the following procedures: (a) In each instance, at least two (2) Business Days prior to the intended date of entry, Buyer shall request of Seller the right to enter upon the Property. Each such request shall specify the intended date of and the reason for entry. Neither Buyer nor any of Buyer's Representatives shall enter the Property without Seller's prior approval based upon such a request. (b) No test or investigation involving physical disturbance of any portion of the Property shall be conducted without Seller's prior approval of the specific test or investigation. (c) A representative of Seller shall have the right to be present during the Inspection Studies. (d) Neither Buyer nor any of Buyer's Representatives shall interfere with the use, occupancy or enjoyment rights of any tenants or subtenants of the Property or their applicable employees, contractors, customers or guests. (e) Neither Buyer nor any of Buyer's Representatives shall do anything that may result in a lien or encumbrance against the Property in connection with the Inspection Studies. Without limiting the foregoing, however, Buyer agrees to pay promptly all costs associated with the Inspection Studies and not to permit any lien or encumbrance to be asserted against the Property in connection with any Inspection studies. (f) Seller may require that, before or during any Inspection Studies, Buyer deliver to Seller a certificate of insurance evidencing public liability insurance with limits of at least One Million Dollars ($1,000,000.00) for bodily or personal injury or death, property damage insurance in the amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00), and contractual liability insurance with respect to Buyer's obligations under Section 7.5. Each such insurance policy shall be written by a reputable insurance company having a rating of at least ^A^ by A.M. Best (or a comparable rating by a successor rating service), and shall otherwise be subject to Seller's prior approval. Such insurance policies shall name Seller., as well as other parties in interest designated by Seller, as additional insureds. If Buyer is self -insured, Buyer shall submit evidence of the existence and amounts of self-insurance to Seller. Seller, in its sole discretion, may agree to accept Buyer's self - RTC A OF Duet Sala hop P&S Ver. 1.1 - 16 - insurance in lieu of the insurance described in this Section 7.4(f). (g) Buyer shall, at its own expense, promptly fill and compact any holes, and otherwise restore any damage to the Property, caused by the conduct of any Inspection Studies. Buyer and Buyer's Representatives shall immediately thereafter vacate the Property. (h) Seller's approval under this Section 7.4 shall be granted or denied in Seller's reasonable judgment. 7.5. Buyer shall defend, indemnify and hold harmless Seller from and against any and all Claims asserted against or incurred by Seller as a result of the conduct of Inspection Studies, including (a) any violation of, or failure to comply with, the foregoing terms of this Article by Buyer or Buyer's Repre- sentatives, or (b) any injury to or death of persons, or damage to or loss of property, caused by Buyer or Buyer's Representatives in connection with the conduct of Inspection Studies. 7.6. Buyer shall promptly deliver to Seller, at no cost or expense to Seller, copies of any and all environmental information (including, without limitation, environmental audits and wetlands reports) Buyer has obtained or hereafter obtains with respect to the Property. If Buyer shall be in default under this Agreement beyond any applicable cure period, or if this Agreement shall be terminated in accordance with its terms, then Buyer shall promptly deliver to Seller, at no cost or expense to Seller, copies of any and all Inspection Studies obtained by Buyer. 7.7. The following shall apply with respect to the period from the Effective Date until the Closing Date: (a) Leases. Seller shall not, without the prior consent of Buyer in each instance (such consent not to be unreasonably withheld or delayed), (i) amend or (except for material breach, including non-payment of rent or other sums due) terminate any lease, tenancy, license or other right of occupancy or use for any portion of the Property or any assignment or sublet thereunder (individually, "Lease"; collectively, "Leases"), (ii) consent to the assignment of any Leases or subleasing of any of the premises, or (iii) enter into any new Lease of the Property or any portion thereof, except for new residential Leases or extensions of existing residential Leases entered into in the ordinary course of Seller's operation of the RTC AHDP D6ai Saks PrWM PAS Vsr. 1.1 - 17 - Property. If Seller desires to take any action described in clause (i), (ii) or (iii) of the immediately preceding sentence, then Seller shall so notify Buyer. If Buyer fails to notify Seller, within five (5) Business Days after Buyer's receipt of such notice, of any objection Buyer has hereunder to any action described therein, then Buyer shall be treated as having consented to such action. If Buyer consents, or is required to consent, to any action described in Seller's notice, then, at Closing, Buyer shall reimburse Seller for Buyer's proportionate share of the costs incurred by Seller in connection with such action. For the foregoing purposes, that proportionate share shall be determined, in each instance, by amortizing those costs on a straight-line basis over the term of the applicable Lease. Buyer's proportionate share shall be the portion of such costs attributable, pursuant to such amortization, to the period from the Closing Date until the end of the term of the applicable Lease. Such costs shall include costs of fixturing, renovating or improving the leased premises, any rebate, free rent and other concessions, and any brokerage and leasing commissions and other compensation due any party in connection with such Leases. However, none of the foregoing provisions of this Section 7.7(a) shall apply to any residential Leases entered into in the ordinary course of operating the Property. (b) Contracts. Seller shall not, without the prior consent of Buyer in each instance (such consent not to be unreasonably withheld or delayed), enter into any commitment, contract, option or other agreement of any kind with respect to the repair or operation of the Property (collectively, "Contracts"), unless such Contracts have terms that expire prior to Closing or are terminable without penalty on not more than sixty (60) days' notice. (c) Personal Property Substitutions. Seller may remove any item theretofore included in the Personal Property provided that Seller substitutes therefor an item of like kind and comparable fair market value. (d) Continued Operation. If the Property is being operated on the date Buyer executes and delivers to Seller this Agreement, then, subject to the foregoing provisions of this Section 7.7 and the other provisions of this Agreement, Seller shall continue to operate the Property, or cause the Property to be operated, in substantially the same manner, except to the extent Seller is prevented from doing so by causes beyond Seller's reasonable control. RTC AMP Dhmd Saki beg, IMS Va. 1.1 -ls- 7.8. If the Capital Improvement Amount and/or the Operating Expense Deficiency Amount requested by Buyer and designated in Part I should change as a result of adverse information obtained during the Inspection Period, the Buyer shall submit a revised budget supporting such changes to Seller. Seller, upon its review of such revised budget, may increase the amount of the Capital Improvement Amount and/or the Operating Expense Deficiency Amount. Any such increase will be determined in Seller's sole discretion and shall be reduced to writing in the form of an amendment to this Agreement. Further, any such increase shall remain subject to the limitation that the sum of the Operating Expense Deficiency Amount, the Capital Improvement Amount, the Cash Costs for Permanent Financing Amount and the Agency Advances for Capital Improvements may not exceed twenty- five percent (25%) of the Purchase Price and the Cash Costs for Permanent Financing Amount may not exceed two percent (2%) of the Purchase Price. ARTICLE S. Confidentiality Agreement. The provisions of the form of Confidentiality Agreement attached hereto as Exhibit "E" are part of this Agreement. ARTICLE 9. Representations and Warranties. 9.1 Seller's Representations and Warranties. Seller represents and warrants to Buyer that, as of the Effective Date, each of the persons executing this Agreement on behalf of Seller is duly authorized to do so, Seller has full right and authority to enter into this Agreement and to consummate the transaction described in this Agreement, and this Agreement constitutes the valid and legally binding obligation of Seller, and is enforceable against Seller in accordance with its germs, subject to applicable law. 9.2 Buyer's Representations and Warranties. Buyer represents and warrants to Seller that the following are true, accurate and complete as of the Effective Date: (a) Organization. Buyer is duly organized, validly existing and in good standing under the laws of the state, county or municipality in which it was organized and is qualified to do business in the jurisdiction in which the Property is located. (b) Authority. Each of the persons executing this Agreement on behalf of Buyer is duly authorized to do so. Buyer has full right and authority to enter into this Agreement and to consummate the transaction described in this Agreement. This RTC MMP Direct S.la Pzov= P&S Va. 1.1 - 19 - Agreement constitutes the valid and legally binding obligation of Buyer and is enforceable against Buyer in accordance with its terms. Neither the execution or delivery of this Agreement nor the performance of Buyer's obligations under this Agreement violates, or will violate, any contract or agreement to which Buyer is a party or by which Buyer is otherwise bound. (c) Litigation. There are no actions, suits, claims or other proceedings (collectively, "Litigation") pending or, to the best of Buyer's knowledge, contemplated or threatened against Buyer that could affect Buyer's ability to perform its obligations when and as required under the terms of this Agreement. (d) Financial Ability. Buyer has sufficient funds available to it to fund the payment of the Cash Portion of the Purchase Price (less the Deposit) at Closing. (e) Disclosures. Neither Buyer nor any Affiliate of Buyer is a Prohibited Buyer. "Prohibited Buyer" means any person or entity (i) to whom a transfer or assignment of any interest in the Property by Seller would not be permitted pursuant to the Comprehensive Thrift and Bank Fraud Prosecution and Taxpayer Recovery Act of 1990, Pub. L. No. 101-647, Title XXV, S2500 et sea., 104 Stat 4859 (1990), and the rules and regulations promulgated thereunder, or (ii) who or which has any conflict or the appearance of any conflict with the Resolution Trust Corporation, the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, the Office of Thrift Supervision or any similar or successor entity. "Affiliate" means any person or entity who or which Controls or is Controlled by Buyer, or is Controlled by the same persons or entities as Buyer. "Control" means (i) being a director or officer of a Controlled corporation, a general partner of a Controlled partnership, or a trustee of a Controlled trust, (ii) owning or controlling, directly or indirectly, any equity or beneficial interests in a Controlled corporation, partnership or trust that is not Publicly Held, or (iii) owning or controlling, directly or indirectly, more than five percent (5%) of the equity or beneficial interests in a Controlled corporation, partnership or trust that is Publicly Held. A "Publicly Held" corporation, partnership or trust is one in which there are more than one hundred (100) shareholders, partners or beneficiaries. RTC AMP Dina Saks hug. PkS Ver. 1.1 - 20 - ARTICLE 10. Condition of Property; Disclaimer; Release of C a s. 10.1. THE PROPERTY IS BEING SOLD ABSOLUTELY "A8 IS", "WHERE IS", AND "WITS ALL FAULTS" AS OF CLOSING, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT BUYER IS PURCHASING THE PROPERTY BASED SOLELY ON BUYER'S OWN INDEPENDENT INVESTIGATIONS AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER OR SELLER'S AGENTS OR CONTRACTORS. SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF THE PROPERTY. However, nothing contained in this Section is intended to modify any of the provisions of Section 7.2. 10.2. Without limiting the provisions of Section 10.1, Buyer releases Seller from any and all Claims arising from or related to (a) any construction defects, errors or orris: -ions in the design or construction of the Property, or (b) other conditions (including environmental conditions) affecting the Property. The release set forth in this Section specifically includes any Claims under any Environmental Laws. "Environmental Laws" includes the Resource Conservation and Recovery Act (42 U.S.C. 6901, et sea.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act (42 U.S.C. 9601, et sea.), and the Clean Air Act (42 U.S.C. 4701, et sea.), as any of the same may be amended from time to time, and any comparable or successor provisions of federal, state or local law, and any regulations, orders, rules, procedures, guidelines and the like promulgated in connection therewith. ARTICLE 11. Conditions Precedent to Closing. 11.1. Conditions Benefitting Buyer. If a dollar amount of Bridge Loan Convertible Financing, Seller Financing or Third Party Assumable Financing is set forth in Part I, then the obligations of Buyer under Articles 12 and 13 are subject to the satisfaction, as of the Closing Date, of the following condition, as applicable: (i) Seller shall have approved Buyer (or, if applicable, Buyer's designated Qualified Organization) for Bridge Loan.Convertible Financing or Seller Financing, as applicable, in the amount set forth in Part I, or (ii) the applicable lender(s) RTC AHDP Divert SAo Pra{nm P&S Va. 1.1 - 21 - shall have approved Buyer (or, if applicable, Buyer's designated Qualified Organization) for Third Party Assumable Financing in the amount set forth in Part I less any principal reduction paid or anticipated to be paid in the ordinary course of debt service on or before the Closing Date. (a) If Buyer shall have exercised reasonable efforts to obtain such approval but Seller or the applicable lender(s), as the case may be, shall disapprove Buyer for such financing prior to the expiration of the Inspection Period, then Seller shall terminate this Agreement and deliver written notice to the Closing Agent, directing the Closing Agent to return the Deposit to Buyer; however, Buyer, at Buyer's option, shall nevertheless have the right to proceed to close under the terms of this Agreement without Bridge Loan Convertible Financing, Seller Financing or Third Party Assumable Financing by providing information to Seller, within seven (7) days of the date of the Seller's or the applicable lender(s)' written notice of disapproval of Buyer's financing, evidencing the source of funds which Buyer will use to pay the Purchase Price; (b) If Buyer shall have exercised reasonable efforts to obtain such approval but Seller or the applicable lender(s) as the case may be shall neither approve nor disapprove Buyer for such financing by the Closing Date, then Buyer shall have the right, exercisable only by giving notice to Seller (with a copy to Closing Agent) on the Closing Date, to terminate this Agreement. If Buyer duly exercises the foregoing termination right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit 11J" as Buyer's sole remedy; (c) If, in the sole but reasonable determination of Seller, Buyer shall not have exercised reasonable efforts to obtain approval of Bridge Loan Convertible Financing, Seller Financing or Third Party Assumable Financing, as applicable, or Buyer does not duly exercise the right to terminate provided in Section 11.1(b) above, then notwithstanding any other provision of this Article 11, the Seller shall have the right, to be exercised by giving written notice to Buyer, to terminate this Agreement and declare the Buyer's deposit to be forfeited as liquidated damages, not as a penalty, as per the provisions of Article 28 hereinafter; (d) In the event that Buyer (or, if applicable, Buyer's designated Qualified Organization) is disapproved for Bridge Loan Convertible Financing or Seller Financing as the rbsult of an unintentional omission in Buyer's (or, if applicable, the Qualified Organizations) financing connection RTC ARDP Di=t SAu Prctram PAS Yu. 1.1 - 22 - with the financing application, Seller shall provide written notice thereof to Buyer. Buyer shall have a period of ten (1o) days from the date of Seller's notice to deliver any omitted information. Upon Seller's review of such information, Seller, in Seller's sole discretion, shall have the option to revoke its disapproval of Buyer's financing (or, if applicable, Buyer's designated Qualified Organization). Seller makes no representation or warranty as to whether Seller shall approve the Buyer (or, if applicable, Buyer's designated Qualified organization) for Bridge Loan Convertible! Financing or Seller Financing or as to whether Buyer (or, if applicable, Buyer's designated Qualified Organization) shall be! permitted to assume all or part of the Third Party Assumable Financing. 11.2. Conditions Benefittinq Seller. The: obligations of Seller under Articles 12 and 13 are the subject to the satisfaction, as of the Closing Date, of each of the following conditions: (a) Neither Buyer (nor, if applicable, Buyer's designated Qualified Organization) nor any of its Affiliates (i) shall be in receivership or dissolution, (ii) shall have made an assignment for the benefit of creditors or admitted. in writing its inability to pay its debts as they mature, or (iii) shall have been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the Federal bankruptcy law or any other similar law or statute of the United States or any jurisdiction and no such petition shall have been filed against Buyer or any of its general partner(s), if any. (b) There shall not be pending any Litigation of the type described in Section 9.2(c) that arises after the Effective Date. (c) No event shall have occurred and no event is pending or threatened, which would adversely affect Buyer's (or, if applicable, Buyer's designated Qualified Organization's) status as a public housing agency or organization eligible for participation in the Affordable Housing Disposition Program. If any of the conditions set forth in this Section 11.2 is not satisfied as of the Closing Date, then Seller shall have the right, exercisable only by giving notice to Buyer (with a copy to Closing Agent), to terminate this Agreement. If Seller duly exercises that right, then Closing Agent is.hereby instructed to return the Deposit to Buyer in accordance with Exhibit "i". RTC AMP Ducd Sak* Prq. Pas Va. 1.1 - 23 - with the financing application, Seller shall provide written notice thereof to Buyer. Buyer shall have a period of ten (10) days from the date of Seller's notice to deliver any omitted information. Upon Seller's review of such information, Seller, in Seller's sole discretion, shall have the option to revoke its disapproval of Buyer's financing (or, if applicable, Buyer's designated Qualified Organization). Seller makes no representation or warranty as to whether Seller shall approve the Buyer (or, if applicable, Buyer's designated Qualified Organization) for Bridge Loan Convertible Financing or Seller Financing or as to whether Buyer (or, if applicable, Buyer's designated Qualified Organization) shall be permitted to assume all or part of the Third Party Assumable Financing. 11.2. Conditions Benefittina Seller. The obligations of Seller under Articles 12 and 13 are the subject to the satisfaction, as of the Closing Date, of each of the following conditions: (a) Neither Buyer (nor, if applicable, Buyer's designated Qualified Organization) nor any of its Affiliates (i) shall be in receivership or dissolution, (ii) shall have made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature, or (iii) shall have been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the Federal bankruptcy law or any other similar law or statute of the United States or any jurisdiction and no such petition shall have been filed against Buyer or any of its general partner(s), if any. (b) There shall not be pending any Litigation of the type described in Section 9.2(c) that arises after the Effective Date. (c) Ho event shall have occurred and no event is pending or threatened, which would adversely affect Buyer's (or, if applicable, Buyer's designated Qualified Organizations) status as a public housing agency or organization eligible for participation in the Affordable Housing Disposition Program. If any of the conditions set forth in this Section 11.2 is not satisfied as of the Closing Date, then Seller shall have the right, exercisable only by giving notice to Buyer (with a copy to Closing Agent), to terminate this Agreement. If Seller duly exercises that right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit "J". RTC AHDF Dirac Saks Ficg. Pas Va. 1.1 - 23 - Buyer shall give Seller prompt and detailed notice of any circumstance, actual or threatened, that may prevent the satisfaction of any of the conditions set forth in this Section 21.2. ARTICLE 12. Closina: Deliveries at Closina. 12.1. The closing of the transaction described in this Agreement ("Closina1) shall take place at the offices of Closing Agent (or such other location on which Seller and Buyer may agree) at 10:00 a.m. (local time at the place of Closing) on the Closing Date. 12.2. At Closing, Seller shall deliver to Closing Agent the following (duly and fully executed, attested or witnessed, and acknowledged or notarized, as appropriate): (a) A special warranty deed in substantially the form of Exhibit "F", conveying fee title to the Real Property and incorporating the Land Use Restriction Agreement ("Deed"); (b) A bill of sale in substantially the form of Exhibit "G", conveying title to the Personal Property ("Bill of ale"); (c) An Assignment and Assumption Agreement in substantially the form of Exhibit "g", in which Seller conveys, and Buyer assumes, the obligations of Seller under the Intangible Property and in which Exhibit No. 2 thereof is completed to describe each item of Intangible Property actually known by Seller or Buyer ("Assignment and Assumption Agreement"); (d) An affidavit in favor of the Title Company, Closing Agent and Buyer with respect to (i) compliance with the Foreign Investment in Real Property Tax Act (Internal Revenue Code §1445, as amended, and the regulations issued thereunder), (ii) inducing the Title Company to eliminate any standard or printed exceptions in Buyer's final policy of title insurance for unfiled mechanics' liens, and (iii) Seller's authority to sell and convey the Property in accordance with this Agreement; (e) A certificate by Seller that the representations and warranties of Seller contained in Section 9.1 of this Agreement are true and accurate at and as of the Closing Date; and RTC ABDP Dimes Saki haft PAS Ver.1.1 - 24 - (f) Written notice from Seller or Seller's managing agent to each tenant of the Property (if any) (i) stating that the Property has been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer (and stating any lawful deductions made from those deposits), and (ii) directing such tenants to regard Buyer as their landlord and to make rental payments to Buyer and at the address designated by Buyer. At Closing, Seller shall tender to Buyer (a) possession of the Property free and clear of all parties in possession, except under the Permitted Encumbrances, and (b) all codes for the security devices (if any) of Seller upon the Property. Seller shall also make available to Buyer at the Property on the Closing Date (a) all keys in Seller's possession to the Property and copies of all books and records in Seller's possession necessary for the orderly transition of operation of the Property, and (b) all Leases, Contracts, Permits and other documents in Seller's possession constituting the Intangible Property. 12.3. At Closing, Buyer shall deliver to Closing Agent the following (duly and fully executed, attested or witnessed, and acknowledged or notarized, as appropriate): (a) Written instructions to Closing Agent to release the Deposit for disbursement to Seller; (b) The balance of the Cash Portion of the Purchase Price and other funds sufficient to pay all Closing and other costs and all adjustments required to be paid by Buyer under this Agreement; (c) A resolution of authority (or comparable resolution duly passed by the board of directors or other governing authority of Buyer) and an incumbency certificate to evidence Buyer's capacity and authority to consummate Closing, and to identify the person(s) duly authorized and empowered to execute the Closing Documents on behalf of Buyer, as well as a certified copy of Buyer's articles of incorporation and bylaws or comparable organizational document(s), as appropriate, including all amendments thereto; and, in all instances regardless of Buyer's organizational structure, all other documents reasonably requested by Title Company, Closing Agent or Seller; RTC MMP Dima Sala hag. PAS Va. 1.1 (d) The Assignment and Assumption Agreement; - 25 - (e) If applicable, all documents evidencing, governing or securing (i) the Bridge Loan Convertible Financing, seller Financing or Buyer's assumption of the Third Party Assumable Financing in accordance with Section 4.1, and (ii) the Capital Improvement Amount, Cash Costs for Permanent Financing Amount and/or the Operating Expense Deficiency Amount; (f) A certificate by Buyer that the representations and warranties of Buyer contained in Articles 9 and 27 are true and accurate at and as of the Closing Date, except with respect to any Litigation of the type described in Section 9.2(c) that arises after the Effective Date; (g) A Recovery Act Compliance Affidavit in the form of Exhibit "I"; (h) An opinion of counsel for Buyer as to the following matters: (i) the adoption, ratification and continuing validity of Buyer's general enabling statute or regulation, (ii) the adoption, ratification and continuing validity of the statute or regulation which authorizes the contemplated transaction, (iii) a certificate from the Secretary of State or other duly authorized government official as to the incumbency, due appointment and election of those individuals acting for and on behalf of Buyer, and (iv) a certificate by Buyer that the transaction contemplated by this Agreement achieves the purposes of Buyer as established by its enabling/authorizing legislation or regulation; (i) All documents required under Article 27. 12.4. At the Closing, both parties shall duly execute and deliver all other documents reasonably necessary to consummate the transaction described in this Agreement, including a closing statement setting forth the charges, adjustments and credits to each party. 12.5. At Closing, Closing Agent shall record, among all of the appropriate public records, all documents to be recorded, disburse all funds, and deliver all original documents and copies thereof, in accordance with the local custom then prevailing in the jurisdiction in which Closing occurs; provided, however, that disbursement of the funds due Seller shall be made no later than three (3) business days after the Closing date, unless the Closing Agent has obtained the prior consent of Seller to a later disbursement. RTC MOP Direct Sacs F.", PRS Va. 1.1 - 26 - 12.6. If there is Bridge Loan Convertible Financing or Seller Financing and a reduction in the Purchase Price under the terms of this Agreement, then such reduction shall be applied pro-rata against the Cash Portion of the Purchase Price and the amount of Bridge Loan Convertible Financing or Seller Financing. ARTICLE 13. Costs. Taxes and Adjustments. 13.1. At Closing, Seller shall pay or authorize the closing Agent to pay from Seller's proceeds of sale (a) the costs of releasing all liens, judgments and other encumbrances that are to be released and of recording such releases, (b) one-half of the fees and costs due Closing Agent for its services, (c) the costs of obtaining the Title Evidence and the owner's and lender's title insurance policies, (d) the cost of obtaining a survey which complies with the requirements of Section 15 of Exhibit "B", (e) all underwriting fees in connection with Bridge Loan Convertible Financing or Seller Financing (except for the underwriting fees in connection with obtaining Seller's prior approval of a Qualified Organization, in which event Seller shall pay the underwriting fees only for the first Qualified Organization designated by Buyer and Buyer shall bear the cost of underwriting fees for each additional Qualified Organization), and (f) all other costs to be paid by Seller under the provisions of this Agreement. Seller shall be responsible for the payment of its own attorneys' fees. Notwithstanding the above provisions of this Section 13.1, however, in the event that Buyer is obtaining its purchase money financing through a third party lender or if Buyer is obtaining Third Party Assumable Financing, then, in either such event, Buyer shall pay the costs of (i) obtaining the Title Evidence and (ii) obtaining a survey of the Property. 13.2. At Closing, Buyer shall pay (a) one-half of the fees and costs due Closing Agent for its services, (b) all other costs to be paid by Buyer under the provisions of this Agreement, and (c) all other costs connected with Closing except as otherwise provided in Section 13.1 or 13.3. Buyer shall be responsible for the payment of its own attorneys' fees. 13.3. The cost of all grantor, grantee, transfer, recordation, documentary, deed, sales, and similar taxes, stamps and charges, and all other costs of Closing which have not been otherwise specifically allocated herein for payment by Seller or Buyer shall be paid by Seller or Buyer in accordance with the custom or statutory requirements in effect in the jurisdiction in which the Property is located as of the Effective Date. Seller and Buyer shall specify, in Part I, their agreement as to such RTC A1DP Dceat Skin P.%. P&S Va. 1.1 - - 27 - custom and requirements with regard to the allocation of such costs between them. If, however, Part I does not address one or more of such costs (other than income taxes) necessary to consummate Closing, then such costs shall be paid by Buyer. 13.4. Subject to the following provisions and without affecting the Purchase Price, all items of income and expense relating to the Property shall be apportioned between Buyer and Seller on an accrual basis, as of 12:01 a.m. (local time at the Property) on the Closing Date (the "Adjustment Tuns11), in the form of a cash payment by or credit to Buyer at Closing (it being understood and agreed that none of said items is included within the Purchase Price): (a) Seller and Buyer shall attempt to have all service contracts that affect the Property and for which the charges are based upon usage (including utilities) billed or read as of a time as close to the Adjustment Time as is reasonable. If a precise billing or reading as of the Adjustment Time is not available at Closing with respect to such a service contract, then the foregoing adjustment shall be made with respect to that contract as follows: (i) the charges under that contract shall be adjusted preliminarily, by payment or credit at Closing, by pro -rating to the Adjustment Time from the latest billing or reading then available, and (ii) such charges shall be adjusted finally by pro -rating to the Adjustment Time from the first billing or reading with respect to such contract subsequent to the Closing Date. (b) Buyer shall not be liable for any salaries, wages, welfare or pension fund contributions, social security payments, withholding tax payments, bonuses, vacation pay, or other monetary benefits that shall have been earned or accrued prior to the Adjustment Time by any employee of Seller, even if such employee is retained or hired by Buyer. However, Buyer shall be liable for the other benefits of such employees retained or hired by Buyer. (c) Intentionally Omitted. (d) Real estate taxes and assessments, personal property taxes, water or sewer charges not based upon consumption, and other governmental charges based upon the Property per se (collectively, "Taxes") shall be adjusted on an accrual basis regardless of when the same are due and payable. If the amount of any Taxes for an Accounting Period in which the Adjustment Time occurs is not available at Closing, then (i) such Taxes shall be adjusted preliminarily, by payment or credit at = AMP Dvxt Sala Pram M Ver. 1.1 - - 28 - Closing, based upon the amount thereof for the then immediately preceding Accounting Period, and (ii) such Taxes shall be adjusted finally once the amount thereof becomes available for the Accounting Period in which the Adjustment Time occurs. All assessments for public improvements shall be adjusted as aforesaid with respect to the period of time over which such assessments are then being paid (e.g. such assessments shall not be prepaid). (e) Seller shall be credited at Closing with the amount of any and all transferable deposits held on behalf of Seller by utility companies with respect to the Property. (f) If any Lease calls for the tenant to pay to Seller percentage rent (i•e., rent based upon the tenant's sales and/or other receipts), or any building operating expenses, common area charges, insurance premiums, real estate taxes, utility charges, or other similar expenses, then (i.) Seller shall be entitled to its Pro -Rate Share (defined in Section 13.5, hereinafter) of such amounts payable by the tenant for the Accounting Period(s) in which Adjustment Time occurs, regardless of when such amounts are billed to or payable by the tenant, and (ii) Buyer shall be entitled to the balance of such amounts payable by the tenant for that Accounting Period(s). The adjustments under this Section 13.4(f) shall be made by payment or credit at Closing to the extent that the tenant shall have theretofore paid such amounts to Seller. (g) Any and all refundable tenant security deposits (and required interest thereon, if any) in Seller's possession with respect to the Leases and Contracts as of the Closing Date shall be assigned as provided in Exhibit "Ell. (h) Seller shall be liable for any and all brokerage or leasing commissions and similar compensation due any party in connection with the Leases assumed by Buyer at Closing, except (i) as otherwise provided in section 7.7, (ii) such commissions and other compensation as may be due in connection with the exercise, after Closing, of any extension, renewal, expansion or purchase rights or options contained in those Leases or entered into in connection with those Leases, and (iii) such commissions and other compensation as may be due in connection with any amendments or new Leases entered into after Closing. Except as otherwise provided in the foregoing provisions of this Section 13.4, if the amount of any item to be adjusted is not available at Closing or if an item of income or expense arises or becomes known after Closing that relates to the period before the RTC ASP Direct Saks hcp Pis Va. JA - - 29 - Adjustment Time, then the foregoing adjustment shall be made with respect thereto by payment by Buyer or Seller, as applicable, promptly after the amount thereof becomes available or ]mown. 13.5. Tenant rents for the month in which Closing occurs and which have been actually received by Seller prior to the Adjustment Time shall be apportioned by pro -ratings such rents to the Adjustment Time. Unpaid rents and other accounts receivable shall not be purchased by Buyer, but shall be allocated pursuant to the terms of this Section 13.5. After Closing, Buyer shall exercise reasonable efforts to collect, from each tenant of the Property (if any), any and all amounts that tenant owes and are payable to Seller under the foregoing provisions; however, Buyer shall not be required to institute any litigation or to incur any attorneys fees to collect those amounts. If, after Closing, Buyer receives any payment of a type described in Section 13.4(f) with respect to any portion of an Accounting Period in which the Adjustment Time shall have occurred, then Buyer shall pay Seller (a) Seller's Pro-Rata Share of that payment, less (b) a proportionate share of Buyer's reasonable attorneys fees and other costs of collecting that payment. No later than the twenty-fifth (25th) day of each calendar month, Buyer shall remit to Seller the Seller's portion of all such payments which were received by Buyer during the immediately preceding calendar month. If, after Closing, Buyer receives any other payment from any tenant of the Property over and above what is then owed to Buyer by such tenant, then Buyer shall pay Seller (a) so much of the excess as is equal to the amount then due Seller with respect to that tenant under the foregoing provisions, less (b) a proportionate share of Buyer's reasonable attorneys fees and other costs of collecting that payment (if any). No later than the twenty-fifth (25th) day of each calendar month, Buyer shall remit to Seller the Seller's portion of all such payments which were received by Buyer during the immediately preceding calendar month. Seller may also take action independently to collect amounts due Seller from tenants of the Property to the extent Seller is entitled to such amounts under the foregoing provisions; at Seller's request and expense, Buyer shall cooperate with such independent actions of Seller. Seller's "Pro-Rata Share" is a fraction, the numerator of which is the number of days from the beginning of the applicable Accounting Period to the Adjustment Time, and the denominator of which is the number of days during the applicable Accounting Period. An "Accounting Period" is the period for or over which the applicable sales, charge or other amount is measured or assessed. RTC AHDP D r= Safe hags Ms Vtz. 1.1 - 30 - 13.6. Buyer shall be accounts and establishment of Property in the name of Buyer cooperate with Buyer in this ARTICLE 14. Default. responsible for the transfer of all utility services to the as of Closing. Seller shall regard at Buyer's expense. 14.1. Buyer's Default. (a) If (i) Buyer fails to perform one or more of its obligations under Article 12 or 13 that are to be performed at Closing, or (ii) Buyer fails to qualify for Bridge Loan convertible Financing or Seller Financing because of any material misrepresentation by the Buyer on the financing application submitted by Buyer to Seller, or (iii) Buyer is a prohibited purchaser under the Comprehensive Thrift and Bank Fraud Prosecution and Taxpayer Recovery Act of 1990, and the Buyer knew or should have known that fact prior to the time of Buyer's execution of this Agreement, then Seller's sole remedy for any such default shall be to terminate this Agreement by giving notice of such termination to Buyer (with a copy to Closing Agent). If Seller does so terminate this Agreement, then Closing Agent is hereby instructed to pay the Deposit to Seller in accordance with Exhibit "J" as Seller's sole remedy. (b) If Buyer fails to perform any of Buyer's obligations under this Agreement other than those set forth in Section 14.1(a) above, then Seller shall give notice to Buyer (with a copy to Closing Agent) specifying the nature of the default, in which event Buyer shall have thirty (30) days after receiving such notice, but in no event beyond the Closing Date, within which to cure the default. If Buyer fails to cure the default within that period, then Seller shall have the right, exercisable only by giving notice to Buyer (with a copy to Closing Agent) within thirty (30) days thereafter, to terminate this Agreement. If Seller duly exercises that right, then Closing Agent is hereby instructed to pay the Deposit to Seller in accordance with Exhibit "J" as Seller's sole remedy. If Seller has the right to terminate this Agreement under the foregoing provisions of this Section 14.1(b) and the Closing Date would otherwise occur during the foregoing thirty (30)-day termination period, then Seller may extend the closing Date to a date that is within thirty (30) days after said termination period. (c) SELLER AND BUYER AGREE THAT PAYMENT OF THE DEPOSIT TO SELLER UNDER THIS SECTION 14.1 SHALL BE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IT BEING AGREED THAT A PRECISE RTC AMP Di.= Silas hog, pas Va. 1.1 - - 31 - MEASURE OF DAMAGES WOULD BE DIFFICULT TO ASCERTAIN. Buyer is directed to the provisions of Article 28 concerning such payment of the Deposit. 14.2. Seller's Default. If Buyer tenders to Closing Agent the Cash Portion of the Purchase Price and the other moneys and the documents required of Buyer at Closing but Seller fails to perform one or more of its obligations under Article 12 or 13 that are to be performed at Closing, or if Seller shall otherwise be in material default of any of Seller's obligations under this Agreement that are to be performed at or before Closing, then Buyer shall give notice to Seller (with a copy to Closing Agent) within five (5) Business Days after Buyer obtains knowledge of Seller's default specifying the nature of the default. Seller shall have thirty (30) days after receiving such notice within which to cure the specified default; provided, however, that, if at the end of that thirty (30)-day period Seller is diligently pursuing such cure but the default still has not been cured, then Seller shall have an additional thirty (30)-day period within which to cure the default. If Seller fails to cure: the default within the applicable period, then Buyer shall have! the right, exercisable only by giving notice to Seller (with a, copy to Closing Agent) within five (5) Business Days after the applicable period, to terminate this Agreement. Buyer shall give Seller such a notice of termination if the uncured default is a failure by Seller to close. Nevertheless no notice of termination given by Buyer hereunder shall be of any force or effect if Seller cures the default before Seller receives that notice. If Buyer duly gives Seller a notice of termination hereunder and such notice is effective, then (a) Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with gghibit "J", and (b) Buyer may seek actual damages against Seller with respect to the default. Buyer specifically waives any and all right (a) to file or record any lis pendens or any other lien or encumbrance against the Property, or (b) to seek specific performance or other equitable relief or consequential or punitive damages. If Buyer does not duly notify Seller of the default, or if Buyer does not duly give Seller a notice of termination, then this Agreement shall terminate, without further act or notice, on that date which is thirty (30) days after the date that would otherwise be the Closing Date under this Agreement, and, upon such termination, (a) Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit "ill as the Buyer's sole remedy for any default by Seller, and (b) Buyer shall be deemed to have irrevocably waived and released Seller from any and all claims, demands and causes of action which it may have had in connection with Seller's default, including the right to seek actual damages. If Seller RTC AHDP Dino Saks Program Pas Va. 1.1 - - 32 - timely cures the default, then the Closing Date shall be the later of a date selected by seller which date shall be within thirty (30) days after such cure or the date that would otherwise be the Closing Date under the terms of this Agreement. 14.3. Attendance at Closing. Neither Buyer's nor Seller's attendance or appearance at Closing shall affect the foregoing provisions of this Article. 14.4. Attorneys' Fees. Attorneys' fees and costs incurred by any party seeking to enforce the provisions of this Agreement (whether incurred in preparation for or in pursuit of litigation, or both) shall be paid by the losing party. ARTICLE 15. Liability of Seller and Related Persons. Notwithstanding any provisions to the contrary contained in this Agreement, Seller shall have no personal liability with regard to this Agreement or the transaction described in this Agreement. If Buyer asserts any Claim arising out of or in connection with this Agreement or the transaction described in this Agreement, Buyer's sole recourse shall be to (a) the estate and interest of Seller in and to the Property, and (b) the proceeds of the sale of all or any part of said estate and interest. No other properties or assets of Seller shall be subject to levy, attachment, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Buyer arising out of or in connection with this Agreement or the transaction described in this Agreement. Neither the Resolution Trust Corporation in its corporate or any other capacity nor any of its or Seller's employees, officers, directors, agents, contractors or affiliates shall have any liability or obligation whatsoever in connection with this Agreement. ARTICLE 16. Condemnation. 16.1. If Seller has or obtains actual knowledge of any pending or threatened condemnation proceedings or actions, then Seller shall notify Buyer promptly. If on or prior to the Closing Date any portion of the Property shall be taken or condemned pursuant to any governmental or other power of eminent domain, any written notice of such a taking or condemnation shall be issued by any governmental authority having the power of eminent domain, or any proceeding for such a taking or condemnation shall be instituted by any governmental authority having the power of eminent domain (collectively, "Takine") and if Buyer would be substantially prevented from continuing the WM AMP M-ca Saks Pice, P&S Vea 1.1 - - 33 - existing use of the Property after the Taking, then Buyer shall have the right, exercisable only by giving notice to Seller (with a copy to Closing Agent) within fifteen (15) days after receiving Seller's notice of the Taking, to terminate this Agreement. If Buyer duly exercises that right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit -I'd' as Buyer's sole remedy. If Buyer does not duly exercise that right, then Buyer shall have no further right to object to the Taking. If Buyer shall not have the right to terminate this Agreement under the foregoing provisions of this Section on account of a Taking or if Buyer shall have waived any objection (or shall have no further right to object) to a Taking under those provisions, then, at Closing (a) Buyer shall accept the Property subject to the Taking, (b) the Purchase Price shall be reduced by the amount of any award theretofore received by Seller with respect to the Taking, and (c) Seller shall assign to Buyer all of Seller's rights to any and all awards not theretofore made or paid with respect to the Taking. 16.2. Notwithstanding the foregoing provisions of this Article, (a) if there is a Taking and there is Bridge Loan Convertible Financing or Seller Financing, then Seller shall have the right, exercisable only by giving notice to Buyer (with a copy to Closing Agent) within fifteen (15) days after the date of Seller's notice of the Taking, to terminate this Agreement, and (b) if the amount of the award that is payable or reasonably anticipated on account of a Taking exceeds the Purchase Price, then Seller shall have the right, exercisable only by giving notice to Buyer (with a copy to Closing Agent) within fifteen (15) days after Seller is notified of that amount or anticipated amount, to terminate this Agreement. If Seller duly exercises that right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit OW1. 16.3. If a period described in the foregoing provisions of this Article becomes applicable and the Closing Date would otherwise occur during such period, then the Closing Date shall be extended to be a date selected by Seller. Such new Closing Date shall be within thirty (30) days after the applicable period(s). ARTICLE 17. Risk of Loss; Casualty. 17.1. Risk of Loss. Subject to the other provisions of this Article and except for reasonable wear and tear, Seller shall bear the risk of all loss, destruction and damage to the Property by any casualty that occurs during the period from the Effective Date to and including midnight of the Closing Date. RTC A MF Da ct Saks At, US Yv. 1.1 - - 34 - 17.2. Destruction or Damage Prior to Closing. If at any time during the period described in section 17.1, all or any portion of the Property is lost, destroyed or damaged by casualty, then, subject to the other provisions of this Agreement, Seller shall promptly give written notice thereof to Buyer and the rights and obligations of the parties by reason of such loss, destruction or damage shall be as follows: (a) If the Repair Cost is twenty-five percent (25%) of the Purchase Price or less, then (i) at Closing, Buyer shall accept the Property subject to such loss, destruction or damage, (ii) the Purchase Price shall be reduced by the amount of the Repair Cost, and (iii) Seller shall retain the right to all proceeds of insurance. "Repair Cost' means an estimate of the actual cost of repair and restoration attributable to such loss, destruction or damage and obtained by Seller, within forty-five (45) days after the destruction or damage, from a reputable, independent contractor selected by Seller and licensed to do business in the jurisdiction in which the Property is located. (b) If the Repair Cost exceeds twenty-five percent (25%) of the Purchase Price and within fifteen (15) days after the Repair Cost is determined Seller does not agree to deduct the entire Repair Cost from the Purchase Price, then Buyer shall have the right, exercisable only by giving notice to seller (with a copy to Closing Agent) within thirty (30) days after the Repair Cost is determined, to terminate this Agreement. If Buyer duly exercises that right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Rahibit "J" as Buyer's sole remedy. If Buyer does not duly exercise that right, then (i) at Closing, Buyer shall accept the Property subject to such loss, destruction or damage, (ii) the Purchase Price shall be reduced by the Repair Cost, and (iii) Seller shall retain the right to all proceeds of insurance. If Seller does duly agree to deduct the entire Repair Cost from the Purchase Price as aforesaid, then the provisions of clauses (i) through (iii) of Section 17.2(a) shall apply to such destruction or damage. (c) Notwithstanding the foregoing provisions of this section 17.2, (i) if the Repair Cost exceeds twenty-five percent (25%) of the Purchase Price and there is either Bridge Loan Convertible Financing or Seller Financing, them Seller shall have the right, exercisable only by giving notice to Buyer (with a copy to Closing Agent) within fifteen (15) days after the Repair Cost is determined, to terminate this Agreement, and (ii) if the amount of the proceeds that are payable or reasonably RTC AMP Dv a Saks hapam Pas Ver. 1.1 - - 35 - anticipated on account of any loss, destruction or damage exceeds the Purchase Price, then Seller shall have the right, exercisable only by giving notice to Buyer (with a copy to Closing Agent) within fifteen (15) days after Seller is notified of that amount or anticipated amount, to terminate this Agreement. If Seller duly exercises that right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit "J". (d) If a period described in the foregoing provisions of this Section 17.2 becomes applicable and the Closing Date would otherwise occur during such period, then the Closing Date shall be extended to be a date selected by Seller. Such new Closing Date shall be within thirty (30) days after the applicable period(s). 17.3. Notwithstanding the foregoing provisions of this Article, Buyer alone shall be responsible for all loss, destruction and damage to the Property caused by Buyer or Buyer's Representatives. ARTICLE 18. Arokers. Buyer represents and warrants that Buyer has not dealt with any real estate broker, agent or finder in connection with the transaction described in this Agreement. If a Broker is designated in Part I, Seller shall pay, upon completion of Closing and recordation of the Deed, pursuant to the terms of a separate agreement between Seller and Broker, the Broker's commission due in connection with the transaction described in this Agreement. Buyer shall defend, indemnify and hold harmless Seller from and against any and all Claims that may be asserted against or incurred by Seller and arise from or pertain to any brokerage commissions, fees, costs or other expenses that may be due to or claimed by any brokers, agents or finders (except the Broker) with whom Buyer has dealt or is claimed to have dealt. ARTICLE 19. Survival. 19.1. None of the provisions of this Agreement shall survive Closing except Section 7.5, Section 9.2(e), Article 10, Sections 13.4 and 13.5 insofar as they relate to adjustments to be made after Closing, Article 18, the provisions limiting the liability of Seller or of persons or entities related to Seller, the Confidentiality Agreement set forth on Exhibit Off" and the provisions providing for the indemnification of one party to the other. RTC AHDP Diced Sala P,,X, P&S Vet. 1.1 - - 36 - 19.2. Upon any termination of this Agreement in accordance with its terms, Seller and Buyer shall each be relieved from all further obligations and liability under this Agreement, at law or in equity, except that (a) Section 7.3, Section 7.5, Section 7.6, Article 18, the provisions limiting the liability of Seller or of persons or entities related to Seller, and the Confidentiality Agreement set forth in Exhibit "Ell shall survive any such termination, (b) Seller and Buyer shall remain obligated to instruct the Closing Agent to deliver the Deposit in accordance with the provisions of this Agreement, (c) Buyer shall remain liable for any injury or damage to persons or to the Property resulting from Buyer's activities upon the Property during the Inspection Period and (d) subject to the provisions of Article 14 and those cited in clause (a) of this sentence, each party shall remain liable for any breaches on its part that shall have occurred prior to such termination. ARTICLE 20. Assic=ents of this Agreement. 20.1. Buyer shall not assign or transfer this Agreement or any interest in this Agreement to any person or entity except a Qualified organization. Buyer shall not assign or transfer this Agreement, or any interest in this Agreement, to a Qualified Organization without the prior written consent of Seller. Seller may require, as a condition of such consent, that Seller (a) have a right to approve the instrument of assignment or transfer prior to the execution thereof, and/or (b) receive any and all amounts paid by an assignee or transferee, directly or indirectly, to Buyer, as consideration for such assignment or transfer. No permitted assignment or transfer shall relieve Buyer of any of its liabilities or obligations under this Agreement. Furthermore, no permitted assignment or transfer shall be valid unless and until Seller shall have received a true and complete copy of the instrument of assignment or transfer, together with the name and address of the assignee or transferee. Notwithstanding any consent by Seller to any assignment or transfer of this Agreement, no assignee or transferee shall assign or transfer this Agreement without Seller's prior written consent hereunder in each instance. 20.2. To the extent applicable to Buyer's organizational structure, any assignment or transfer, directly or indirectly, of the following shall constitute an assignment of this Agreement and, as such, shall be subject to the provisions of Section 20.1, unless the transferee was theretofore an Affiliate of Buyer: (a) if Buyer is a partnership, a total of the majority of the general partnership interests in Buyer, (b) if Buyer is a Publicly Held corporation, partnership or trust, ownership or control of a ITC A1IDP D=d Saks FmV US Va. 1.1 - - 37 - total of more than five percent (5%) of the equity or beneficial interests in Buyer to a single person or entity or to Affiliates of that person or entity, or (c) if Buyer is not a Publicly Held corporation, partnership or trust, ownership or control of a total of more than thirty percent (30t) of the equity or beneficial interests in Buyer. 20.3. Seller may grant or withhold its consent under this Article in Seller's sole and absolute discretion. 20.4. To the extent applicable to Buyer's organizational structure and notwithstanding anything else contained in this Agreement to the contrary, any assignment or transfer, directly or indirectly, of this Agreement, or of any capital stock, partnership interest, or beneficial interest in or to Buyer, to a Prohibited Buyer is expressly prohibited. Furthermore, no Prohibited Buyer may become a director, officer or trustee of Buyer. ARTICLE 21. Notices. 21.1. All notices, waivers, demands, requests and other communications required or permitted by this Agreement (collectively, "Notices') shall be in writing and given as follows by (a) personal delivery, (b) established overnight commercial courier with delivery charges prepaid or duly charged, or (c) registered or certified mail, return receipt requested, first class postage prepaid. All Notices shall be addressed to the applicable addresses for Seller, Buyer and Closing Agent set forth below their respective signatures, or to any other address or addressee as any party entitled to receive Notices under this Agreement shall designate, from time to time, by Notice given to the others in the manner provided in this Article. 21.2. Notices so given by personal delivery shall be presumed to have been received upon tender to the applicable natural person designated below to receive notices or, in the absence of such a designation, upon tender to the person signing this Agreement on behalf of the applicable party. Notices so given by overnight courier shall be presumed to have been received the next business day after delivery to such overnight commercial courier. Notices so given by mail shall be presumed to have been received on the second (2nd) day after deposit into the United States Postal System. All copies to the applicable persons or entity(ies) designated below to receive copies shall be given in the same manner as the original Notice, and such giving shall be a prerequisite to the effectiveness of any Notice. RTC MWP Dima Svu Acgr� P&S Va. 1.1 - - 38 - ARTICLE 22. Time of the Essence. TIME IS OF THE ESSENCE WITH RESPECT TO EACH PROVISION OF THIS AGREEMENT. ARTICLE 23. Miscellaneous. 23.1. Right to waive Conditions. Either party may waive any of the provisions of this Agreement made for such party's benefit, provided that such waiver is in writing and signed by the waiving party. 23.2. Binding Effect. Subject to the provisions set forth in Article 20 of this Agreement, all of the provisions of this Agreement shall be binding upon, and inure to the benefit of, the applicable parties and their respective heirs, legal representatives, successors and assigns. 23.3. Business Day. A "Business Dar" is a day which is not a Saturday, Sunday or legal holiday recognized by the Federal Government. Furthermore, if any date upon which or by which action is required under this Agreement is a Saturday, Sunday or legal holiday recognized by the Federal Government, then the date for such action shall be extended to the first day that is after such date and is not a Saturday, Sunday or legal holiday recognized by the Federal Government. In addition to the foregoing, if the date designated as the Closing Date is a legal holiday recognized by the state or other jurisdiction in which the Closing is to occur or in which the Property is located, then the Closing Date shall be the first day that is after such date and is not a Saturday, Sunday or legal holiday recognized by the Federal Government or such state or jurisdiction. 23.4. Partial Invalidity. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable, at any time or to any extent, then the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 23.5. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the Property. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between RTC AMP Dix= Saks hogs Pas vea. 1.1 - - 39 - them with respect to the Property, this Agreement, or the transaction described in this Agreement, except as set forth in this Agreement. 23.6. Modifications. This Agreement may not be modified orally or in any manner, except by an agreement in writing signed by Seller and Buyer (or their respective successors in interest) and, if and to the extent that Closing Agent is to be bound thereby under Article 24, by the Closing Agent. 23.7. No Recordation. Neither Seller nor Buyer shall be entitled to record this Agreement or a memorandum or other notice of this Agreement among the land records or other public records of the jurisdiction in which the Property is located. This Section is a specific directive to the officials of such jurisdiction NOT to record this Agreement or a memorandum or other notice of this Agreement. 23.8. Further Assurances. In addition to the obligations required to be performed under this Agreement by Seller and Buyer, Seller and Buyer shall perform, at Closing or from time to time thereafter, such other acts, and shall execute, acknowledge and/or deliver such other instruments, documents and other materials, as may be reasonably required in order to consummate the transaction described in this Agreement. However, Seller need not satisfy or comply with any condition or requirement that may be imposed by any title insurance company other than the Title Company. 23.9. Up -Dates. If, after the Effective Date, Seller receives any actual written notice specifically concerning the Property from any governmental or judicial authority, then Seller shall provide Buyer a true and complete copy thereof promptly. 23.10. Headings. The headings used in this Agreement are for reference and convenience only, and shall not enter into the interpretation of this Agreement. 23.11. Attorneys' Fees. Whenever in this Agreement provision is made for the payment of attorneys' fees, such provision shall mean reasonable attorneys' fees. 23.12. Plurality and Gender. Wherever in this Agreement the singular number is used, the same shall include the plural, and the masculine gender shall include the feminineand neuter genders, and vice versa, as the context shall require. = AMP Dima SAW PaS PAS Va. 1.1 -. - 40 - 23.13. Exhibits. All Exhibits to this Agreement shall be treated as incorporated herein by reference and made a material part hereof. 23.14. Definitions. All capitalized terms used in this Agreement are defined in the respective Part, Article or Section listed in the Index to Defined Terms. 23.15. Rule of Construction. Buyer and Seller have each read and fully understand the terms of this Agreement, and each has had the opportunity to have this Agreement reviewed by its own counsel. The rule of construction providing that ambiguities in an agreement shall be construed against the party drafting the same shall not apply. 23.16. Scone of Releases. In this Agreement, whenever Buyer releases Seller from any Claims or from further obligation or liability, such release includes a release of Seller and of Seller's predecessors in interest, and of the agents, employees, contractors, officers, directors, and representatives of Seller's predecessors in interest. In this Agreement, whenever Seller releases Buyer from any Claims or from further obligation or liability, such release includes a release of Buyer and of Buyer's Representatives. 23.17. Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties under this Agreement shall be determined in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent that such laws are superseded by federal law. ARTICLE 24. Provisions with Respect to the Closing Agent. Closing Agent is signing this Agreement for the sole purposes of acknowledging, accepting, and agreeing to perform, Closing Agent's responsibilities under this Agreement, including those set forth in Egbibit 1'J'I. Closing Agent shall not demand any releases or indemnities, or impose any other requirements or conditions, with respect to such performance except as set forth in this Agreement. Closing Agent's rights or responsibilities may be modified only by a written amendment to this Agreement signed by Closing Agent as well as by Seller and Buyer. Any amendment to this Agreement that is not signed by Closing Agent shall be effective as to the parties to such amendment, but shall not be binding upon Closing Agent. RTC AHDP Dimes Sila hop�m US Va. 1.1 - - 41 - ARTICLE 25. Specific Provisions Reggired by the Jurisdiction in Which the Property is Located. Specific provisions (if any) relating solely to the juris- diction in which the Property is located are attached as Vxhibit "1C" and made a part of this Agreement. ARTICLE 26. Execution and Delivery. Buyer is executing this Agreement first and delivering it to Seller. If item 4, 6, 7, 8, 9 or 11 of Part I is not completed at the time of Buyer's execution, then Seller is authorized to complete such item, and the completions so made by Seller shall be a part of this Agreement, just as though they had been made prior to Buyer's execution of this Agreement. ARTICLE 27. Affordable Housing Provisions. 27.1. Buyer represents and warrants to Seller that the following are true, accurate and complete as of the Effective Date and shall remain true, accurate and complete as of the Closing Date: (a) Buyer has sufficient financial resources which, together with Buyer's acquisition loan financing, Buyer will use to consummate Closing, as evidenced by Rxhibit "L". (b) The process by which Buyer intends to comply with the Land Use Restriction Agreement is set forth in Rxhibit nxn (c) Exhibit "We is an accurate and complete description of Buyer's experience in housing ownership or manage- ment, including Buyer's specific experience with respect to low - and moderate- income housing. (d) All of the information supplied by Buyer to Seller relating to this Agreement is accurate and does not omit any material fact. 27.2. At Closing, Buyer shall enter into a Land Use Restriction Agreement in the form of Rxhibit 11P11, with the number of rental units within the Property, the number of Qualifying Units for Lower -Income Families, and the number of Qualifying Units for very Low -Income Families being the respective amounts described in Part I. The Land Use Restriction Agreement shall be RTC AMP Direct Saks hag Pas Va.1.1 - - 42 - recorded, among all of the appropriate public records, immediately after the Deed. ARTICLE 28. Licmidated Damages Provision. SELLER AND BUYER AGREE THAT PAYMENT OF THE DEPOSIT TO SELLER UNDER SECTION 11.1(C) OR SECTION 14.1 SHALL BE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, THAT ACTUAL DAMAGES RESULTING TO SELLER FROM BUYER'S BREACH OF THIS AGREEMENT WOULD BE DIFFICULT OR IMPOSSIBLE TO MEASURE BECAUSE OF THE UNCERTAINTIES OF THE REAL ESTATE MARKET AND FLUCTUATIONS OF PROPERTY VALUES AND DIFFERENCES WITH RESPECT THERETO, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF WHAT THOSE DAMAGES WOULD BE. CLOSING AGENT SHALL DELIVER THE DEPOSIT TO SELLER PROMPTLY UPON RECEIVING WRITTEN NOTICE FROM SELLER THAT THE APPLICABLE CURE PERIOD (IF ANY) HAS EXPIRED, THAT THE PROVISIONS OF SECTION 11.1(C) OR SECTION 14.1 APPLY, AND THAT SELLER HAS ELECTED TO RECEIVE THE DEPOSIT HEREUNDER. BUYER HEREBY RELEASES CLOSING AGENT FROM ALL LIABILITY TO BUYER FOR COMPLIANCE WITH THE PROVISIONS OF SECTION 11.1 `CT ON 14.1. Buyer als as to Seller's initials as to Article 28 Article 28 RTC AM? Disco Salo F-V fts Va. 1.1 - (SIGNATURE PAGES FOLLOW] - 43 - IN WITNESS WHEREOF, Buyer has signed and delivered this Agreement as its own free act and deed. Witness/Attest: Title:,Mayor Date:— q hzh-� Buyer's Federal Tax Employer Identification No.: 75-Goo0-590 Address for Notices to Buyer: Ci tg of TnihharII CnMannnity QPaalnnmPnt rant_ 1625 1 3 r h StrPat� i,uhhnrc� TPYA4 7a457 Attention: I -Is. Sandy Ogletree with a copy to RTC AHDP D va Saks Pra�nm P&S Vc. 1.1 - Hallmark & Associates, Inc. o3uz Jilae Ko., if4u1 Lubbock, x 79424 Attention: Wesley Hallmarks [SIGNATURE PAGES FOLLOW] - 44 - IN WITNESS WHEREOF, Seller has signed and delivered this Agreement as its own free act and deed. SELLER: RESOLUTION TRUST CORPORATION, as for Attest: By: Print Name: Title: Date: Address for Notices to Seller: Title: Resolution Trust Corporation with a copy to rMAiIDP Direct Saks hop US Va. 1.1 - Legal Division Resolution Trust corporation [SIGNATURE PAGE FOLLOWS] - 45 - IN WITNESS WHEREOF, Closing Agent has signed this Agreement for the limited purposes set forth in Article 24 of Part II. Witness/Attest: CLOSING AGENT: By: Print Name: Title: Date: Address for Notices to Closing Agent: Attention: RTC AMP Dad Saks Pt stem Us Va. 1.1 - - 46 - '#.•.r a+ (Description of Real Property) Lots Four Hundred EightyEight (488) through FourHundred Ninety Five (495), both inclusive, University Pines, an Addition to the City of Lubbock, Lubbock County, Texas according to the Map or Plat thereof, recorded in Volume 1710, Page 150, Deed Records, Lubbock County, Texas. ==TT 'B• (Te—s of Bridge Loan Convertible Filmanci.ag, if Applicable) Exhibit "B" (RTC Bridge Loan -Convertible Financing) 1. Principal. The principal shall be the amount of "pridge Loan convertible Financing" set forth in Part I, subject to Sections 4.1 and 11.1. (Said principal amount is hereinafter referred to as the "Bridge Loan Initial Balance"). [The principal shall be divided into two portions, the Purchase Portion and the Escrowed Portion.] The Bridge Loan Convertible Financing shall be evidenced by a Promissory Note in form and content acceptable to Seller (the " ote"). Said loan is sometimes referred to herein as the "Bridge Loan." 2. Interest Rate. The interest shall be at that fixed rate which is equal to the rate established by the Federal National Mortgage Association for fifteen (15) year multi -family property loans as of the Effective Date (the "Annual Rate"). 3. Term. The initial term of the Bridge Loan shall be two (2) years (the "Bridge Term"). At the end of the Bridge Term (the "Expiration Date"), or at any time prior thereto, if there is no default under the Bridge Loan, then Buyer shall have the right to convert the Bridge Loan to a "permanent loan." The date on which the Bridge Loan is converted to a permanent loan ("Converted Loan") is hereafter referred to as the "conversion Date." The Bridge Loan and Converted Loan are hereinafter referred to individually and collectively as the "Loan." If the Bridge Loan is converted to a permanent loan, the term of the Converted Loan shall be extended to and mature on the date fifteen (15) years after the Conversion Date [except as provided in 6(a)(iv)]. The date on which this Note is prepaid in full, regardless of whether such prepayment is voluntary, or involuntary due to acceleration of this Note as provided below, shall be referred to herein as the "Full Prepayment Date." 4. Accrual of Interest. [The Bridge Loan, as outstanding from time to time, will bear interest at the Annual Rate from, the date of this Note until the entire outstanding principal balance of the Bridge Loan has been paid in full.] RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 r OR [The Purchase Portion, as outstanding from time to time, will bear interest at the Annual Rate from the date of this Note until the entire outstanding principal balance of the Purchase Portion has been paid in full. The Escrowed Portion shall be advanced on the Closing Date and immediately deposited into escrow. Buyer, Seller and an escrow agent chosen by seller shall enter into a Post -Closing Escrow Agreement in form and content acceptable to seller on the Closing Date (the "Post -Closing Agreement") which, among other things, will govern the disbursement of the Escrowed Portion as further provided in section 14(b) of this Exhibit- B below. The Escrowed Portion will bear interest at the Annual Rate upon such amounts of the Escrowed Portion that have been disbursed to Buyer from time to time out of the escrow account under. the Post - Closing Escrow Agreement, from the date so disbursed until the entire outstanding principal balance of the Escrowed Portion has been paid in full.] 5. Repayment Prior to Expiration Date. The principal and interest shall be payable as follows: monthly payments of interest only on the outstanding principal balance [of the Purchase Portion and Escrowed Portion accrued as specified above]; and a final installment consisting of the entire unpaid principal balance, together with accrued and unpaid interest, plus all Bonus Interest (hereinafter defined), if any, calculated as of the Expiration Date or Full Prepayment Date, shall be due and payable in full on the Expiration Date or Full Prepayment Date, as the case may be, unless the Conversion Date shall have occurred on or before such date, in which event all accrued and unpaid interest to such Conversion Date shall be payable on such Conversion Date. On the Conversion Date, Bonus Interest (hereinafter defined), calculated as of the Conversion Date, shall accrue and be earned hereunder; provided, however, that the payment of such Bonus Interest accruing on the Conversion Date shall be deferred and such Bonus Interest shall be added as additional principal to the then -outstanding principal due under the Bridge Loan. Additionally, on the Conversion Date the Buyer shall make an additional principal payment to Seller in the amount which, when added to the Cash Portion of the Purchase Price paid by Buyer to Seller for the purchase of the Property under this Contract equals five percent (5t) of the Bridge Loan Reset Balance (hereinafter defined). [such principal payment may be RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 - 2 r reduced by the application of funds in the Escrow Account (hereinafter defined), if any, remaining in the Escrow Account on the Conversion Date.] Effective as of the Expiration Date, Full Prepayment Date or Conversion Date, Buyer shall receive a credit towards the outstanding principal balance equal to the cost of capital improvements to the Property that have been completed as of the Expiration Date, Full Prepayment Date or Conversion Date and paid for by Buyer out of funds other than proceeds of the Bridge Loan; provided that Seller must have pre -approved such capital improvements in writing, at the time such improvements were made, and such credit [when aggregated with the original Escrowed Portion of the Loan] may not exceed twenty-five percent (25%) of the Purchase Price. 6. Conversion of Loan. If Buyer elects to convert the Loan, Buyer must designate a Conversion Date and must provide Seller with at least sixty (60) days prior written notice stating that Buyer wishes to convert the Loan in accordance with the conditions provided herein, and identifying the desired Conversion Date. For such conversion to occur, Buyer must provide Seller with all of the following items on or before the Conversion Date, each of which must be satisfactory to Seller as to form and content: (a) a title bring -to -date search and title insurance endorsement bringing forward the effective date of the lender's title insurance policy on the Property and reflecting no intervening or otherwise unacceptable liens, defects or encumbrances on the Property or new exceptions to coverage; (b) an opinion of Buyer's counsel dated as of the Conversion Date stating that the Note and the Mortgage remain enforceable in accordance with their terms; (c) an inspection certificate from an engineer or architect acceptable to Seller setting forth the condition of the Property and certifying the completion of any repairs or capital improvements required by Seller; (d) complete lien waivers from all contractors, subcontractors and suppliers that have worked on or supplied materials to the Property during the period from the date of the Note through the RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 3 — r Conversion Date; and (e) a certificate of the Buyer in the same form as the Certificate of Buyer in favor of Seller of even date herewith, updated to the Conversion Date. Upon conversion, the principal sum hereunder shall be adjusted on the Conversion Date to the Bridge Loan Reset Balance (as hereinafter defined) (including Bonus Interest, if any) and shall bear interest from and after such Conversion Date at the Annual Rate and shall be due and payable in the following manner: (a) Consecutive equal monthly installments of combined payments of principal and interest in the amount necessary to amortize the principal sum outstanding hereunder (including the Bonus Interest, if any), with interest thereon at the Annual Rate, based upon a thirty (30) year amortization schedule as determined by Seller in Seller's sole discretion, shall be: paid on the first day of each and every full calendar month following the Conversion Date. (b) A final installment consisting of the entire unpaid principal sum and accrued and unpaid interest thereon, shall be paid in full on that date fifteen (15) years from the first payment of interest after the Conversion Date (the "Maturity Date"). 7. Calculation of Bonus Interest. In addition to the interest payable hereunder at the Annual Rate, Borrower shall pay to Seller as interest for the funds advanced hereunder the amount (if any) needed to increase the outstanding balance of the Loan to equal the Bridge Loan Reset Balance. Such added interest shall be referred to herein as "Bonus Interest." Bonus Interest shall be calculated and shall be earned and become payable as of the earliest to occur of the Expiration Date, Full Prepayment Date, date of an event of default or Conversion Date (except that no Bonus Interest shall be earned or become payable if such Full Prepayment Date, date of an event of default or Conversion Date occurs within one (1) year after the date hereof). Such Bonus Interest shall be due and paid to Seller on the Full Prepayment Date or upon an event of default. However, if no event of default or full prepayment occurs, then Bonus Interest earned on the Expiration Date shall be due and payable on the Expiration Date; and Bonus Interest earned on the Conversion Date shall not be paid on the Conversion Date, but the amount thereof shall be added as additional RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 - 4 - r principal to the outstanding principal balance hereunder and shall bear interest at the Annual Rate from the Conversion Date until the total amount thereof has been paid in full. As used herein, the term "Bridge Loan Reset Balance" is defined as the amount which is the greater of either: (a) the Purchase Price (as defined in the Contract) of the Property minus the Cash Portion of the Purchase Price (as defined in the Contract) plus fifty percent (50%) of the amount by which the value of the Property (the "DIV calculated Value") exceeds the Purchase Price; the DIV Calculated Value being computed by utilizing the Seller's affordable multi -family housing derived investment value methodology (taking into account the affordable housing restrictive covenants placed on the title to the Property by the Seller), such methodology being in accordance with certain written standards previously distributed with due diligence materials in connection with Borrower's purchase of the Property (the "pIV Analysis"); or (b) the [Bridge Loan Initial Balance] [Purchase Portion and the amount of the Escrowed Portion then disbursed pursuant to the Post -Closing Escrow Agreement as of such date], plus any interest thereon then due and unpaid, plus any other advances of funds made by Seller, less any prepayment of principal. [Notwithstanding the foregoing, in no event shall the Bridge Loan Reset Balance exceed the maximum amount that complies with applicable law limiting the amount of interest or other charges permitted to be collected from Borrower.] The DIV Calculated Value shall, for the period from the date hereof through one (1) year following the dette hereof, be conclusively determined by the DIV Analysis of the Property calculated or approved by Seller in connection with the closing on Borrower's purchase of the Property. Upon the first anniversary of the date of the Note, the DIV Calculated Value shall be recalculated by taking the average of the value of the Property as computed by two independent underwriters, one selected by the Borrower and one selected by the Seller, using the DIV Analysis of the Property value as of said anniversary date and such DIV Calculated Value shall be valid for a period of one year thereafter. In the event that Bonus Interest is earned as provided above at a time during which no DIV Calculated Value is in effect, then Borrower shall provide Seller with at least sixty (60) days prior written notice of the anticipated event RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 5 - r which will give rise to the Bonus Interest obligation, so that the parties can each have a current DIV Analysis prepared. 8. Buyer's Options. On the Expiration Date or at any time prior thereto, Buyer shall have the right to: (a) Retain ownership of the Property and convert the Bridge Loan into a permanent loan as provided above. (b) Sell the Property to a third -party which is ineligible to, or does not wish to assume the Note as provided below, in which event the Bridge Loan Reset Balance shall be immediately due and payable. (c) Sell the Property to a Qualified Public Agency (hereinafter defined) or Qualified Non -Profit Organization (hereinafter defined) (Qualified Public Agencies or Qualified Non -Profit Organizations are hereinafter referred to individually and collectively as "Qualified organizations") wishing to assume and, on the Conversion Date, convert the Bridge Loan (at the Bridge Loan Reset Balance) subject to the following additional terms: (i) The Qualified Organization meets Seller's underwriting standards, evidences its competence to own and operate affordable housing units, in Seller's sole discretion and pays the RTC's underwriting fees. (ii) With the consent of Seller, which may be granted or withheld in Seller's sole discretion, the Buyer may obligate a Qualified Organization to repay the Buyer for the Buyer's advances for capital improvements to the Property paid for by Buyer from sources other than the Bridge Loan or Converted Loan and/or advance funds to such Qualified Organization to finance a portion of the required curtailment of principal described above, and require that such obligation be secured by a lien subordinate to the lien of the Note. RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 6 r (iii) The assuming Qualified organization may subordinate the Converted Loan as provided in (e) below. (d) Retain title to the Property, refinance the Bridge Loan with third party financing and prepay the Bridge Loan Reset Balance. (e) Retain title to the Property, and if subordination of the Bridge Loan is requested by the Buyer and approved by the Seller, convert and subordinate the Note to a new first mortgage loan. Seller shall approve such subordination only upon satisfaction of the following terms and conditions: (i) The new first mortgage loan ("New Loan") is from the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation or from another lender if such loan is insured by the Federal. Housing Administration (the "New Lender"); (ii) The New Loan is disbursed to Buyer on or before the Expiration Date; (iii) The Buyer makes a principal payment to the Seller reducing the outstanding principal balance of the Bridge Loan to fifty percent (50%) or less of the Bridge Loan Reset Balance calculated as of the Conversion Date; (iv) On the date of subordination, the Bridge Loan is converted in full to a permanent loan in accordance with the provisions set forth above (except as otherwise provided in this paragraph), the Maturity Date being the date on which the New Loan matures; (v) The mortgage or deed of trust securing such New Loan is in form and content acceptable to the Seller in its sole discretion; (vi) The New Lender executes the Lienholder's Subordination, Consent and Notice Agreement without amendment, deletion or change; and (vii) The aggregate outstanding balance of the Loan and the New Loan shall not exceed one hundred fifty percent (150%) of the Bridge Loan Reset RTC AEDP Direct Salee Program P&S Exh. B, Bridge, Ver. 1.1 — 7 — Balance. Notwithstanding the above, if the New Loan is insured by the Federal Housing Administration, then the Buyer must make an additional principal payment to the Seller to reduce the outstanding principal balance of the Converted Loan to an amount not greater than fifteen percent (15%) of the Federal Housing Administration approved maximum mortgage value for the Property as defined in the applicable Federal Housing Administration rules and regulations. As used herein, the term "Qualified Public Agency" shall be defined as any federal, state or local government or public agency, including but not limited to any public housing agency or special purpose corporation set up by federal, state or local government to assist with the provision of affordable housing, which has the financial and operational capacity (as determined by the Seller in its sole subjective discretion) to own, manage, and operate the Property as affordable housing as evidenced by an acceptable financial operating history. As used herein, the term "Qualified Non -Profit organization" shall be defined as a private organization (including but not limited to a limited equity cooperative) of which no part of the net earnings inures to the benefit of any member, shareholder, founder, contributor or individual; is approved by the Lender as to financial responsibility; and which has the financial and operational capacity (as determined by the Seller in its sole subjective discretion) to own, manage and operate the Property as affordable housing as evidenced by an acceptable financial operating history. Notwithstanding the foregoing, Seller may consent to the assumption of the Bridge Loan by a partnership or other venture comprised of one or more Qualified Non -Profit Organizations and for -profit entities ("Venture") if such Venture meets the criteria set forth in Section 8(c)(i) above, and such Venture makes a principal payment to the Seller reducing the outstanding principal balance of the Bridge Loan to eighty-five percent (85%) or less of the Bridge Loan Reset Balance calculated as of the Conversion Date. 9. Prepayment. Buyer may prepay the Note in full or in part at any time and from time to time, without premium or penalty, upon sixty (60) days prior written notice to Seller. All prepayments shall include payment of all accrued and unpaid interest to the date of such prepayment on the amount of principal being prepaid; and additionally, if the Note is prepaid in full, all Bonus Interest earned, if any. Except as otherwise provided for herein RTC AHDF Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 8 - r upon conversion or subordination of the Converted Loan, a partial prepayment shall not postpone or reduce any regular payments of principal or interest, but shall be credited first to the payment of any late charges accrued and due, then to other sums advanced under the Loan Documents, then to accrued and unpaid interest, then to unpaid principal due and payable on the Expiration Date or Maturity Date, and then, if applicable, to any unpaid installments of principal in the inverse order of maturity. 10. Incentive Credit and Incentive Payment. As an incentive to encourage resale or refinancing of the Property, upon the payment of the Note in full due to complete refinancing of the Bridge or Converted Loan or cash payoff of the Bridge or Converted Loan, or due to acceleration of the Bridge or Converted Loan because of resale of the Property by Buyer, but not upon the assumption and conversion of the loan by a Qualified Organization, nor upon conversion or partial prepayment of the Bridge Loan without an assumption by a Qualified Organization, the Seller shall recognize a credit in favor of Buyer, to be applied only toward the outstanding amounts due under the Note at the time of payment, in the amount equal to five percent (5%) of the amount of the Bridge Loan Reset Balance as of the date of payment (the "Incentive Credit"). Alternatively, upon the assumption and conversion of the loan by a Qualified Organization, the Seller shall pay to Buyer a cash bonus payment in the amount equal to five percent (5%) of the Bridge Loan Reset Balance as of the date of assumption (the "Incentive Payment"). 11. Security. The Note shall be secured by a first -lien [mortgage] [deed of trust], assignment of rents and security agreement encumbering the Property ("Mortgage"), by financing statements filed pursuant to the Uniform Commercial Code and also by a separate Assignment of Rents and Leases. 12. Late Charge and Default Interest. Loan payments more than ten (10) days late shall be subject to a late charge of five percent (5%) of such late payment. If any payment remains past due for thirty (30) days, such payments shall bear interest at an additional four percent (4%) over the stated rate. 13. Non -Recourse Provisions. RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 9 — r The Note arising out of the misrepresentation, and environmental 14. Escrows. shall be non -recourse except for liability Purchaser's fraud, misapplication of funds, waste, enforcement costs, real estate taxes, indemnifications. (a) Taxes and Insurance Escrow Account. So as to assure sufficient funds to pay when due all real estate taxes (or payments in lieu thereof), special assessments, hazard insurance premiums, reserves for replacements and similar charges affecting the Property, Buyer shall pay Seller additional monies, as follows: (i) If Seller determines that the monthly payments in (ii) below will be insufficient to pay the charges specified when due, then at Closing Buyer shall pay to Seller a lump sum in the amount necessary, if any, as determined by Seller in Seller's sole discretion, so that such lump sum plus the monthly payments made as described below will be sufficient to pay all such charges at least thirty (30) calendar days before payments of such charges are due; and (ii) Commencing with the first payment of interest due under the Note, and concurrently with each payment due under the Note thereafter until the Expiration Date or Maturity Date, Buyer shall pay to Seller an amount equal to one twelfth of the annual amount of such charges calculated so that the total of monthly payments made shall be sufficient to pay each such charge at least thirty (30) calendar days before due. Escrows for real estate taxes and insurance premiums will be placed in a Federally insured account. Seller reserves the right to re- calculate on an annual basis the amount required for monthly escrows under the Deed of Trust and shall advise Buyer, in writing, of any changes. Buyer agrees to provide Seller with all information necessary for Seller to perform this annual recalculation. RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 10 — r [(b) Operating MMense Deficiency, Capital Improvement and Cash Costs for Permanent Financing Escrows. (i) If it is projected that the Property's permitted bona fide expenses (including debt service) during the Bridge Term will exceed the total of all monthly rent, additional rent and all other payments received under leases of the Property, then on the Closing Date, the Seiler may advance to the Buyer, by placing such funds in an interest bearing, federally insured escrow account ("Escro Account") an amount of funds approved by Seller based upon an estimation of the amount necessary for certain operating expense deficiencies ("Operating Expense Deficiency Amount"). Buyer shall be required to submit to the Seller a budget, approved by the Seller ("operating Deficiencies Budget$'), projecting such Operating Expense Deficiency Amount. Such Operating Expense Deficiency Amount shall be added to, and included within, the Bridge Loan Initial Balance on the Closing Date as part of the Escrowed Portion of the Bridge Loan. The Post -Closing Escrow Agreement shall set forth the terms and conditions of such escrow of funds. As a condition of drawing funds from the Escrow Account, Purchaser shall be required to certify that such draws are within the Operating Deficiencies Budget. (ii) Additionally, if the Buyer projects that capital improvements are necessary to correct housing code violations (as evidenced by an inspection report, approved by the Seller, issued by the applicable agency with jurisdiction to enforce the housing code) ("Allowed Capital Improvements'), the Seller may advance to Buyer, by placing such funds in the Escrow Account, an amount of funds based upon the estimated cost of such Allowed Capital Improvements ("Capital Improvements Amount"). The Buyer shall be required to submit to the Seller a budget, approved by the Seller ("Capital Improvements Budget"), of the estimated costs of such Allowed Capital Improvements. Such Capital Improvement Amount shall be added to, and included within, the Bridge Loan Initial RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 11 Balance on the Closing Date as part of the Escrowed Portion of the Bridge Loan. The Post -Closing Escrow Agreement shall set forth the terms and conditions of such escrow of funds. As a condition of drawing funds from the Escrow Account, Buyer shall be required to certify that such draws are within the Capital Improvements Budget. (iii) Additionally, if the Buyer projects that it will not have the cash needed to pay projected up -front cash costs required for the Borrower to obtain a permanent loan refinancing the Property ("Fish Costs for Permanent Financing"), the Seller may advance to Buyer, by placing such funds in the Escrow Account, an amount of funds based upon the estimated cost of such Cash Costs for Permanent Financing (the ")refinancing Costs Amount"). In no event shall the Refinancing Costs Amount exceed two percent (2%) of the Purchase Price (as defined in the Contract). The Buyer shall be required to submit to the Seller a budget, approved by the Seller ("Cash Costs for Permanent Financing Budget") of the estimated amount of such Cash Costs for Permanent Financing. Such Refinancing Costs Amount shall be added to, and included within, the Bridge Loan Initial Balance on the Closing Date as part of the Escrowed Portion of the Bridge Loan. The Post -Closing Escrow Agreement shall set forth the terms and conditions of such escrow of funds. (iv) All funds remaining undisbursed from the Escrow Account on the date two years after the Closing Date, on the date of the Full Prepayment Date, on the Conversion Date, or upon a default under the Loan Documents, shall be disbursed to the Seller and Seller shall apply all such funds towards the outstanding principal balance of the Loan.) OR [(b) Intentionally Omitted) 15. Environmental Hazards. Buyer shall maintain the Property during all such times RTC AHDP Direct salee Program P&S Exh. B, Bridge, Ver. 1.1 — 12 - as the loan is outstanding in accordance with all applicable environmental laws and regulations and any applicable operating and maintenance programs, and shall comply with all requirements regarding Hazardous Materials as described in the Deed of Trust. 16. Insurance. Buyer shall obtain and maintain insurance on the Property consistent with this Paragraph. At least five (5) days prior to closing, Buyer shall provide to Seller written evidence of actual policies of insurance in form and content acceptable to Seller and a letter from Buyer's insurance agent outlining coverages and certifying that such coverage shall be in full force and effect as of the closing date. Paid receipts for premiums shall be provided at closing to the closing agent or, in the alternative, funds sufficient to pay annual premiums as estimated by Buyer and approved by Seller. (a) Hazard Insurance Coverage. (i) The amount of insurance must be 100$ of the replacement value of the improvements on the Property; (ii) Claims must be paid on a replacement cost basis; (iii) Coinsurance clauses are not allowed; and (iv) An Agreed Amount Endorsement must be obtained. (b) Deductible. The maximum deductible should be the lesser of Ten Thousand Dollars ($10,000.00) or one percent (it) of the policy face value unless a higher maximum amount is required by state law. (c) Steam Boiler. Coverage is required where a steam boiler or other pressure vessel is in operation. The insurer's minimum liability per accident must be at least equal to the lesser of Two Million Dollars ($2,000,000.00) or the insured value of the building(s) housing the boiler or machinery. RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 13 — r (d) Rent Loss and Business Interruption. The amount of coverage shall be: (i) A minimum of twelve (12) months' coverage for all multifamily residential properties and commercial real estate; (ii) Adjusted annually to reflect current rent levels; and (iii) Coverage of one hundred percent (100%) of gross potential rent. (e) Liability. A comprehensive general liability insurance policy should be provided in a minimum amount of One Million Dollars ($1,000,000.00) for bodily injury and property damage for any single occurrence. Three Million Dollars ($3,000,000.00) is the minimum required for elevator buildings. (f) Contractual Liability and Plate Glass Coverage. Certificates of Contractual Liability and Plate Glass coverages are required to be delivered to Seller at Closing. (g) Earthquake. Earthquake insurance is required if the Property is in a Federal seismic zone. (h) Flood Insurance. Coverage is required for any property in a Special Flood Hazard Area or in a 100 year flood plain. (i) Insurance Carrier. Each insurance company must have an A. M. Best Co. policyholder's rating of "A" or better and a financial size category of "V" or better. Companies with lesser ratings are acceptable if they present a reinsurance agreement containing a direct access clause with a company or companies that meets) the above rating requirements. Coverage amounts should not exceed 5 percent (5t) of carrier surplus and capital unless otherwise RTC AHDP Direct Salee Program P&S Exh. B, Bridge, Ver. 1.1 — 14 — r approved by Seller, otherwise, reinsurance is required. All companies must be fully licensed in the state in which the Property is located. (j) single carriers. The same insurance carrier should, if possible, provide the coverage for each type of policy required for the Property. (k) Mortgagee Clause. The mortgagee clause is to read: [Resolution Trust Corporation as Receiver for (Institution)) or [the Subsidiary that sold the Property], its successors and assigns as their interests may appear c/o [RTC's Loan Servicer's Name & Address) This clause must provide that the carrier notify the mortgagee in writing at least thirty (30) days in advance of any policy reduction, non -renewal or cancellation. 17. Surve . Seller shall have prepared at Seller's sole cost and expense, prior to the Closing Date, a current "as -built" survey of the Property, certified to Seller in its capacity as the lender of the Bridge Loan and to the Title Company by a registered or certified land surveyor and showing the perimeter boundary lines of the Property according to a metes and bounds description, all improvements located on the Property, and all easements, utilities, encroachments, and rights of way affecting the Property. If the legal description of the Property is a metes and bounds description, the Surveyor shall furnish and certify such description. Specifically: The survey must be certified by a surveyor licensed in the jurisdiction in which the Property is located. If the jurisdiction where the Property is located licenses engineers instead of surveyors, then the survey may be certified by such a licensed engineer. RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 15 - The survey must be dated no more than ninety (90) days prior to the Closing Date. The survey must be acceptable to the Title Company for purposes of insuring title. The survey must meet at least the requirements of a Class A ALTA/AGSM Land Title Survey, made in accordance with the Minimum Standard Detail Requirements for American Land Title Association and American Congress on Surveying and Mapping Land Title Surveys, as adopted in 1988, some of which are listed as Additional Survey Requirements on Table 3 to such standard requirements (see the following paragraph). The survey must show the following: M The dimensions and total square footage (land area) of the Property; (ii) The location of all buildings, structures and other improvements (including sidewalks, curbs, parking areas and fences) on the Property and the distance from the improvements to adjoining exterior Property lines; (iii) The location of all easements, servitudes, or rights of way (above or below ground) on the Property, or other similar exceptions listed in the commitment for the title insurance policy for the Property (except that blanket easements may be noted as such); (iv) The location and dimensions of any encroachments by the improvements on the Property onto any adjacent property, street, alley or easements located on the Property, and by improvements on any adjacent property, street or alley onto the Property; (v) The location of minimum recorded setback, side yard and rear yard lines for the Property; (vi) The number of parking spaces on the Property; RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 16 r (vii) The location of utilities serving the Property, including points of ingress to and egress from the Property; (viii) The location of access (such as curb cuts and driveways) to adjoining streets and highways, the width of same and the status of such streets and highways as public or private; (ix) The monuments placed (or a reference monument) at all major corners of the boundary of the Property; (x) A legend of all symbols and abbreviations used on the survey; (xi) A vicinity map showing the Property surveyed in reference to nearby highway(s) or major street intersection(s); (xii) observable evidence of cemeteries; (xiii) Significant observations not otherwise defined; and (xiv) A statement listing any easements, rights of way or other similar exceptions set forth in the commitment for title insurance which can not be precisely located. The description of the Property shown on the survey must conform to the legal description shown in the commitment for a mortgagee's title insurance policy for the Property. A metes and bounds description, a lot and block description, or a description of the Property bounded on all sides by dedicated streets or alleys is acceptable as long as it corresponds to the legal description shown in such title insurance commitment. If the title insurance commitment refers to a recorded plat, then such plat with appropriate recording references must be indicated on the survey. RTC AHDP Direct Sales Program PQS Exh. B, Bridge, Ver. 1.1 — 17 — r If any portion of the Property is located in a Special Hazard Area, as designated on the applicable Flood Insurance Rate Map for the community, the boundaries and a designation of the zone of any such area within the Property must be shown on the survey. Flood Insurance requirements will be applicable in such cases. If the Property is not in a Special Hazard Area, the survey should also so note. A Surveyor's Certificate is required substantially in the form set out in Exhibit "B-I! and will be acceptable if it is printed as a legend on the survey or is attached to and specifically identifies the survey. 18. Title Commitment and Policy. Seller shall order a title commitment for a mortgagee's title insurance policy ("Mortgagee's Title Policy") meeting the standards set out in this paragraph. In jurisdictions where title insurance is unavailable or where companies are unable to issue a Mortgagee's Title Policy meeting the referenced standards, the Seller will obtain approximately equivalent coverage. The effective date of the Mortgagee's Title Policy must be periodically brought forward to [the date of any disbursement from the Escrow Account and] the Conversion Date. The expense of providing a Mortgagee's Title Policy for the benefit of Seller (in its capacity as mortgagee) is borne by Seller. Standards: The maximum single risk assumed by any single insurer shall be subject to the prior written approval of Seller. Seller reserves the right to require reinsurance arrangements or co-insurance with other acceptable title insurance companies. Direct Access Agreements shall also be provided. Each Mortgagee's Title Policy must be written by a recognized insurer authorized to do business in the jurisdiction where the Property is located. The amount of the Mortgagee's Title Policy is to be equal to at least the Bridge Loan Initial Balance. The policy must separately name [the Resolution RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 18 — r Trust corporation as Receiver for (Institution)) or [the Subsidiary that sold the Property), its successors and assigns as the insured in Schedule A. The policy must be written on the current standard American Land Title Association (ALTA) loan policy form or a similar form preapproved by Seller. An endorsement in the form of California Land Title Association (CLTA) 104 or an equivalent endorsement providing the same coverage as CLTA 104 is acceptable; CLTA 104.1 is not acceptable. The 1970 ALTA form of Mortgagee's Title Policy or the current standard ALTA form of loan title insurance policy (as adopted October 21, 1987) is acceptable for all Loans, provided that an acceptable Environmental Protection Lien Endorsement is attached. ALTA Form, 8.1 (or the previously issued ALTA Form 8) is acceptable. Part (b) of ALTA Form 8.1 (or the previously issued ALTA Form 8) may take exception only for specific state statutes that provide for environmental protection liens that could take priority over the Mortgage. Standard exceptions for tenants in possession under unrecorded leases and mechanics' liens must be deleted. The effective date of the Mortgagee's Title Policy must be as of the date (and time, where available) of recording of the Mortgage. Any survey exception to the Mortgagee's Title Policy, except for those items shown on a current survey, must be deleted or, if there are any survey exceptions reflected in the Mortgagee's Title Policy (e.g., encroachments, projections), insurance is required, if available, against loss or damage resulting from the excepted statement of facts. The legal description of the Property in the Mortgagee's Title Policy must conform to that shown on the survey of the Property. If the Mortgagee's Title Policy includes any exception for taxes, assessments or other lienable items, it must insure that such taxers, assessments RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 19 - or items are not yet due and payable. All liens, encumbrances, conditions, restrictions or easements of record must be shown on the policy, except for any such matter of record (such as a racially restrictive covenant) that is legally unenforceable. A Usury Endorsement, affirmatively insuring that the lien of the insured mortgage is not invalid or unenforceable by reason of usury laws of the applicable State, must be included in the Mortgagee's Title Policy. An endorsement affirmatively insuring that the bonus interest provided for in the Note is secured by the lien of the insured mortgage and increasing the amount of the Mortgagee's Title Policy to include such potential Bonus Interest as additional principal secured by the mortgage, in form and content acceptable to Seller, must be included in the Mortgagee's Title Policy. A Restrictions, Encroachments, Minerals Endorsement (ALTA Form 9) or an equivalent comprehensive endorsement must be included in the Mortgagee's Title Policy. If ALTA Form 9 is not available and if there are Schedule B - Part I exceptions to easements or rights of way, the Mortgagee's Title Policy must provide affirmative insurance that there are no encroachments by any of the improvements onto the easements or rights of way, or provide insurance against loss or damage resulting from such encroachment(s). If ALTA Form 9 is not available and if there are Schedule B - Part I exceptions to covenants, conditions and/or restrictions, the Mortgagee's Title Policy must insure that said covenants, conditions and restrictions have not been violated and any future violation will not result in a forfeiture or reversion of title. Seller will determine the acceptability of any Schedule B, Part I exceptions (that are excluded from coverage even though an ALTA Form 9 endorsement, or special endorsement(s) as set out above, have been issued) for (i) encroachments RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 20 — r onto the Property or onto easements or rights of way excepted in the Mortgagee's Title Policy, or encroachments by the improvements on the Property onto adjoining land, (ii) violations of existing covenants, conditions or restrictions, or (iii) other adverse circumstances. Any appurtenant easements (such as access or utility easements) necessary to the operation of the Property should be affirmatively insured by the Mortgagee's Title Policy as part of the insured description. If Schedule B, Part I indicates the presence of any easements that are not specifically located, the Mortgagee's Title Policy shall provide affirmative insurance against any loss that conflicts with the use or diminishes the value of the improvements resulting from the exercise by the holder of such easement of its right to use or maintain that easement. Any Mortgagee's Title Policies in connection with a California property also must include an endorsement designating the location of the improvements and the land location. CLTA Form 116 or an equivalent form is acceptable for this purpose. The Mortgagee's Title Policy must include as an informational note to Schedule A the recorded plat number (and recording information), if any, and the property parcel number(s) or tax identifying number(s), as applicable, for the Property, if such numbers are available in the jurisdiction in which the Property is located. Financing statements showing Seller as secured party must be shown on Schedule B, Part II, and must not be listed as exceptions on Schedule B, Part I. Any recorded assignment of leases that provides collateral for the Loan must be shown on Schedule B, Part II, and must not be listed as an exception on Schedule B, Part I. If the 1987 ALTA form policy or a policy containing similar arbitration provisions is used, the Title Company must agree that the compulsory arbitration provisions of the policy do not apply for any claims by or on behalf of the insured. RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 21 — r Seller will make this arrangement directly with the Title Company. 19. Fixtures and Personalty. All furniture, fixtures, and equipment necessary for the operation of the Property must be secured by Uniform Commercial Code financing statements naming Seller as the secured party. The Financing Statements must be recorded in all places necessary to perfect a valid first security interest, typically in the land and chattel records where the Property is located and with the Secretary of State. 20. Buyer's Organizational Documents. Buyer shall provide Seller with certified copies of, and Seller or its Closing Agent shall have approved, Buyer's organizational documents and evidence of authority to enter into the Loan transaction contemplated, including, but not limited to, the following, with all amendments: (a) Articles of Incorporation; (b) Bylaws; (c) Certificate of Good Standing and Qualification to Do Business issued by the state in which Buyer was organized and by the state where the Property is located, if different; (d) Appropriate Authorizing Resolutions; (e) Incumbency Certificate; (f) Authorization of Officers to execute and deliver the Agreement and Loan Documents; (g) [Limited] Partnership Agreement; (h) Certificate of [Limited] Partnership; (i) Partnership Consents; (j) Any filing with the appropriate state or county office, as required by the law of the jurisdiction in which the Property is located documenting the legal existence of the particular entity or authorizing any aspect of the Loan transaction. (NOTE: subsections (k), (1) and (m) apply only to RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 22 — r Qualified Public Agencies. (k) Certificate of the Counsel to the Buyer as to the adoption and or ratification and continuing validity of (i) the Buyer's general enabling statute or regulation, and (ii) the statute or regulation which authorizes the contemplated transaction. (1) Certificate of the Secretary of State as to the Incumbency, Due Appointment and Election of Buyer's officials. (m) Certificate of the Determination by the Buyer (by an official thereof) that the transaction contemplated is undertaken to achieve the purposes of the Buyer as established by its enabling/authorizing legislation or regulation, and that such transaction has been duly approved by the Buyer.) RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 23 — r 21. Buyer's Certification. Buyer will provide Seller at Closing with a certification in substantially the applicable form included in Exhibit "B-111. 22. Opinion of Borrower's Counsel. Buyer shall provide an Opinion of Borrower's Counsel, in substantially the applicable form included in Exhibit "B-111. 23. Conditions to Seller's Obligations. Without limiting other provisions of this Agreement, the obligation of Seller to provide the Seller Financing is subject to the following conditions: (a) Compliance by Buyer with each of the terms, covenants and conditions of this Agreement and all Exhibits; (b) Written approval by Seller of all of the submissions and evidence required by or pursuant to the Underwriting Process and this Agreement; (c) None of the following shall have occurred prior to the Closing Date: (i) Buyer shall have become insolvent, shall have made a fraudulent transfer or an assignment for the benefit of creditors, or shall have admitted in writing its inability to pay its debts as they become due; (ii) Buyer is generally not paying its debts as such debts become due; (iii) A receiver, trustee or custodian shall have been appointed for, or taken possession of, all or a substantial part of the assets of Buyer or any of the Property, either in a proceeding brought by or against Buyer, or in a proceeding brought against Buyer and such appointment shall not have been discharged or such possession shall not have been terminated within thirty (30) days after the effective date thereof and prior to the Closing Date or Buyer shall have consented to or acquiesced in such appointment or RTC AHDP Direct Salee Program P&S Exh. B, Bridge, Ver. 1.1 — 24 - r • possession; (iv) Buyer shall have filed a petition for relief under any federal or state insolvency, bankruptcy or similar law ("Applicable pankruptgy Law") or an involuntary petition for relief shall have been filed against Buyer under any Applicable Bankruptcy Law; (v) Buyer shall have instituted or voluntarily become a party to any other judicial proceeding intended to effect a discharge of the debts of Buyer, in whole or in part, or to effect a postponement of the maturity or the collection thereof, or to effect a suspension of any of the rights or powers of any creditor in connection therewith; (vi) Buyer shall have failed to pay any money judgment or judgments against it at least ten (10) days prior to the date on which the assets of Buyer may be sold to satisfy such judgment; or (vii) Buyer shall have failed to have discharged, within a period of ten (10) days after the commencement thereof, any attachments, sequestrations or similar proceedings asserted against any assets of Buyer. 24. Participation/Loan Sale/Transfer of ServiciM. Seller may, prior to or after the Closing, sell or transfer either a participation interest in a portion or the whole of the indebtedness evidenced by the Note to other parties or to affiliates of Seller without the consent of Buyer. In addition, Seller may transfer the rights and responsibilities relating to the servicing or administration of such indebtedness to other parties. Within ten (10) days of receipt of written request by Seller, Buyer shall execute and deliver to Seller or Seller's designees such estoppel certificates in form, scope and substance satisfactory to Seller as are necessary to effect any such sales or transfers. Buyer will provide to parties designated by Seller such information as reasonably may be required to form a decision as to the purchase from Seller or participation with seller in all or part of the indebtedness evidenced by the Note. It is expressly understood by Buyer that the obligations set forth in this paragraph shall survive and continue after Closing until the Maturity Date. Seller may disclose to such parties any credit or other information RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 25 — concerning Buyer or the indebtedness evidenced by the Note. Buyer shall make all payments and give all notices due hereunder or under any of the Loan Documents to Seller until receipt by Buyer of written notice from Seller to the contrary. 25. Property Management and Physical Needs PlAn. Buyer shall submit to Seller prior to the closing, but as soon as possible, a property management and physical needs plan in form and content satisfactory to Seller demonstrating the long term economic viability of this transaction. 26. Replacement Reserve Fund. Throughout the term of the Loan and until the Loan is satisfied in full, Buyer shall deposit in escrow with Seller, on the first day of each and every month, the amount of Twenty -One Dollars ($21.00) for each residential dwelling unit on the Property. Such monthly deposits shall be placed by Seller in a non -interest bearing account, and shall be released by Seller in Seller's sole discretion to pay certain repair and replacement costs as described in the Replacement Reserve Agreement. Upon satisfaction in full of all of Buyer's obligations to Seller under the Loan, any sums remaining in such escrow account shall be paid to Buyer. 27. Additional Representations and Warranties. All statements contained in any certificate, financial statement, legal opinion or other instrument or document delivered by or on behalf of Buyer pursuant to or in connection with the financing contemplated by this Agreement shall constitute additional representations and warranties made under the Loan Documents. 28. Documents Satisfactory to Seller. All documents, certificates, insurance policies and other items required under the provisions of this Exhibit "B" to be executed or delivered to Seller shall be satisfactory to Seller in form, scope and substance. 29. No Third Party Beneficiary. The provisions of this Exhibit "B" are for the sole benefit of Seller and Buyer and are not for the benefit of any third party. RTC AHDP Direct Sales Program P&S Exh. B, Bridge, Ver. 1.1 — 26 - 30. No Waiver. In the event that Buyer fails to satisfy any condition set forth in this Exhibit "S" that is a condition precedent to Seller closing the Loan and Seller nevertheless closes the Loan as an accommodation to Buyer, such condition(s) shall not be deemed waived and Buyer shall have thirty (30) days: from the date of Closing to satisfy such condition(s). Buyer's failure to satisfy such condition(s) within said thirty (30) day period shall constitute a default under the Loan Documents. A post - closing agreement to such effect in form and content acceptable to Seller shall be executed by Buyer at Closing. 31. Licenses. Permits and Authorizations. Buyer shall be responsible for obtaining, at its expense and prior to Closing, all licenses, permits and authorizations necessary to operate the Property. RTC AHDP Direct Salee Program P&S Exh. B, Bridge, Ver. 1.1 — 27 — EXHIBIT C Information Provided by RTC In due diligence package: 1. Operating Summary & Rent Roll as of 11-30-92. 2. Title Commitment 3. Evironmental Site Assessment 4. Copies of appraisals Information Provided by RTC after delivery of diligence materials: Updated operating summary & rent Roll as of 5-30-93. EXHIBIT E Confidentiality Agreement to be Inserted here EXHIBIT K To be provided by seller EXHIBIT L Financial Resources The City of Lubbock will utilize funds from the City's General Fund, The Lubbock Housing Authority Reserves, or funds on hand with the Lubbock Housing Finance Corporation to complete the transaction. After receipt of the earnest money, the only additional required funds to close the transaction will be nominal closing costs. EXHIBIT M Land Use Restriction Agreement Compliance The City of Lubbock as purchaser will designate 2 of the 16 total units (15%) as low Income units and 3 of the total 16 units as very low Income units (20%). EXHIBIT N Experience In Owning and Operating Affordable Housing Property. The City of Lubbock currently owns and operates 600 units of public housing and operates 400 units of HUD Section 8 housing. The property will be managed by either a third party property management firm experienced in Affordable Housing or by the Lubbock Housing Authority, a department of the City of Lubbock. EXIBIT N-1 Property Management Plan The City of Lubbock intends to hold these properties long term for use as Affordable Housing. Additionally, these properties will be targeted as housing for the elderly utilizing HOME grant funds as required for handicap and other modifications required by the elderly. Day to day management and operation of the property will be handled by The Lubbock Housing Authority and a third party fee manager familiar with Affordable Housing and professional property management. EXHIBIT O No changes to Information provided In Notice of Serious Interest, previously provided. CERTIFICATION BT PROPOSED FUtCNASER This certification is Riven in connection with the proposed purchase of certain assets (the "Assets") by the urdersigned from the Resolution Trust Corporation ("RTC") In its corporate, receivership, and/or conservatorship capacities. The undersigned heretry certifies as follows: (1) No default exists with respect to any Obligation of the undersigned or any of its Affiliated Business Entities, or any Obligation which was an Obligation of on entity which as an Affiliated Business Entity of the undersigned on or after January 1, 1993. (2) The undersigned has no reason to believe that it is purchasing the Assets an behalf of, or for resale to an entity which would, if it were purchasing the Assets directly, be unable to sake the certification in 0) above. (This certification not reWirad from underwriters in an initial offering of securities backed by a pool of assets assembled by RTC.) For purposes of this certification, Obligation weans one or more continuing legal claims for payment by the RTC, the Federal Deposit Insurance Corporation ("FDIC,), or the Federal Savings and loan Insurance Corporation ("FSLIC") in any of their capacities, having an aggregate outstanding amount due of $500,000.00 or more. A Default in an Obligation exists (a) where any payment is 90 or more days past due, or (b) whare a final Judgment is unsatisfied. An Affiliated Business Entity weans a business organization (e.g., a corporation, partnership, etc.) that is controlled by the purchaser, controls the purchaser, or is under common control with the purchaser. Where control of the purchaser rests in an individual, the individual is an Affiliated Business Entity. For purposes of this definition, control exists if an individual or entity, directly or indirectly, individually or acting in concert with others, controls the management or policies of the business organization. In signing this certification, i represent an behalf of the undersigned entity. 1 /I Proposed Dated: 21 Q A 3 nr that I have the authority to execute this certification certift that ve rtification is true and correct. Titl of NOTICE: Any pvohaw who knowingly or wrwhdn wrakaa falaa or eaudderd sulemanta or raprewrudom In oavwr:aon with dw dadawan or oreacadom Me be refanod to Ow Ofew of Ingoctor oanwal andfor the appropriate low wdor nt ofiidafs for imaedaadon and Iaaat onlorwewrL end mor be nbjaat to Knot andlr kryriorsrwnt Ila U.S.C. socao,w toot, 1007. and 1014). CERTIFICATION RT PROPOSED PURCXASfR TO COIPtT VITR 12 CFR PART 1620 This certification is Riven in connection with the proposed purchase of certain assets (■the assets-) by the Proposed Purchaser (identified below) from the Resolution Trust Corporation (*RTC") in its corporate, receivership, and/or conservatorship capacities. The undersigned has received a copy of, and has read, 12 CFR Part 1620. The undersigned hereby certifies that none of the restrictions set forth in 1I CFR Part 1620 would apply to the sale of any of the assets to the Proposed Purchaser. In signing this certification, the undersigned represents and warrants that he or she has the authority to execute this certification on �-of--Lhf Proposed Purchaser. The undersigrwd also warrants that this certification is true and correc lx <^--- �. print Name: David�to sitle: Mayor Dated: O'1z /Q? MOTICE: Any purchaser or representative who knowinpty or willfully awakes false or fraudulent statesxucta or representations will be referred to the Office of Inspector General and/or the apixropriate low enforcement officials for investigation and legal enforcement, and may be subject to fines ardor Imprisonment Cafe e.g., 18 U.S.C. Sections 1001, 1007. 1014, 1621). PART 1620 — RESTRICTIONS ON SALE OF ASSETS BY THE RESOLUTION TRUST CORPORATION Sec. 1620.1 Purpose and scope. 1620.2 Definitions. 1620.3 Restrictions on the sale of assets by the RTC in conjunction with a loan or extension of credit. 1620.4 Restrictions on the sale of assets by the RTC regardless of the method of financing. 1620.5 Independent determination of eligibility for seller financing. 1620.6 Certain asset sales unaffected by this part. 1620.7 Certification required. Authority: 12 U.S.C. 144la(b)(12) and (f). § 1620.1 Purpose and scope. (a) The Resolution Trust Corporation is prohibited from selling assets that were or are held by savings associations that have been placed under the conservatorship or receivership of the Resolution Trust Corporation to certain persons who profited or engaged in wrongdoing at the expense of those savings associations, or seriously mismanaged those savings associations. (b) The restrictions of this part generally apply only when there is a connection between a savings association that now holds or formerly held one or more assets, and the prospective purchaser whose conduct injured that specific savings association. The restrictions apply even though the assets are no longer owned by the savings association that the prospective purchaser injured. Provided, that, unless the RTC determines otherwise, the restrictions shall not apply to sales of securities backed by pools of assets which may include assets of such savings association. Except as specified, this part does not establish a general prohibition against the sale of assets of savings associations under the control of the Resolution Trust Corporation to a prospective purchaser who may have injured one or more savings associations other than the savings association(s) whose assets the purchaser seeks to purchase. § 1620.2 Definitions (a) Corporation means the Resolution Trust Corporation in its corporate capacity. (b) Key official means a management official, managing or general partner, or director of an entity, or an individual who, acting individually or in concert with one or more entities or individuals, owns or controls 25 percent or more of the ownership of an entity, or otherwise controls the entity's management or policies. (c) Management off icW means an individual within an organization who has substantial responsibility for the direction and control of the organization's policies and operations. (d) Person includes an individual, or an entity with a legally independent existence, including, without limitation, a trustee; the beneficiary of at least a 25 percent share of the proceeds of a trust; a partnership; a corporation; an association; a society; or other organization or institution.' (e) RTC means the Resolution Trust Corporation as corporation, as conservator, or as receiver, as the context indicates. § 1620.3 Restrictions on the sale of assets by the RTC in conjunction with a loan or extension of credit. (a) Neither the Corporation, nor a savings association that is under the conservatorship or receivership of the RTC, may, in selling one or more assets of any savings association that was or is under the conservatorship or receivership of the RTC, provide a loan, advance, or other extension of credit, to a person if — (1) That person, or a key official of that person, has defaulted, or has been a key official of a partnership or a corporation which defaulted, on one or more obligations to any savings association; and (2) The person or its key official has been determined by a court or administrative tribunal to have engaged in, or is subject to a pending judicial or administrative action brought by the RTC or a component of the government of the United States or of any state alleging fraudulent activity in connection with any such obligation. (b) It shall be a violation of paragraph (a) of this section for a person under such circumstances to purchase, using a loan, advance, or other extension of credit provided by the Corporation or such savings association, one or more assets of a subject savings association. (c) For purposes of paragraph (a) of this section, a person or its key official is considered to have defaulted on an obligation only if the person or its key official has failed to comply with the terms of the loan or other obligation to such an extent that the property securing the obligation is foreclosed upon. Paragraph (a) of this section does not apply to the failure to satisfy an unsecured obligation. (d) The restrictions in paragraph (a) of this section do not apply if the sale or transfer of an asset resolves or settles, or is part of the resolution or settlement of, obligations owed by the person or its key official(s) to the savings association whose assets are being sold, or to the Corporation. § 1620.4 Restrictions on the sale of assets by the RTC regardless of the method of financing. (a) Neither the Corporation, nor a savings association that is under its conservatorship or receivership, may sell one or more assets of a savings association that was or is under the conservatorship or receivership of the RTC, to any person if the person or any key official of that person — (1) Has participated, as an officer or director of the same savings association, or of an affiliate of that savings association, in a material way in one or more transaction(s) that resulted in an aggregate loss of more than $50,000 to that savings association, taking into account any net proceeds from the sale of collateral; or (2) Has been removed from, or prohibited from participating in the affairs of, the savings association whose asset(s) is (are) being sold, pursuant to any final enforcement action by a Federal banking agency (defined at 12 U.S.C. 1813(q)); or (3) Has demonstrated a pattern or practice of defalcation regarding obligations to the savings association whose asset(s) is (are) being sold. (b) The restrictions of paragraphs (a)(1) and (a)(3) of this section shall not apply if the sale or transfer of an asset resolves or settles, or is part of the resolution or settlement of, obligations owed by the person or its key official(s) to the savings association whose assets are being sold, or to the Corporation. (c) For purposes of paragraph (a) of this section, "affiliate" is defined as any company that controls, is controlled by, or is under common control with, another company. Control shall be defined as it is defined in 12 U.S.C. 1841(a)(2) on August 20, 1992. (d) For purposes of paragraph (a) of this section, a 'loss" is a net loss where a savings association has written off a receivable, either because it was required to do so by an examiner, auditor or regulator, or elected to write off the receivable using applicable accounting principles. (e) For purposes of paragraph (a) of this section, an individual or entity has participated -in a material way in a transaction that caused a loss to a savings association if the individual or entity: (1) Has been found in a final determination by a court or administrative tribunal, or is alleged in a judicial or administrative action brought by the RTC or by any component of the government of the United States or of any State — (i) To have violated any law, regulation, or order issued by a Federal banking agency, or breached or defaulted on a written agreement with a Federal banking agency, or breached a written agreement with a savings association; or (ii) To have engaged in an unsafe or unsound practice in conducting the affairs of the savings association; or (iii) To have breached a fiduciary duty owed to that savings association; or (2) Is in default on a written agreement (including, but not limited to, a contract for goods or services, note, deed of trust, mortgage, loan agreement) with a savings association. (f) For purposes of paragraph (a) of this section, a person or its key official shall have demonstrated a pattern or practice of defalcation regarding obligations to a savings association if the person or key official has engaged in any or all of the following: (1) The person or key official has defaulted on more than one obligation to pay principal or interest to the savings association, and the savings association or its successor has continuing legal claims based upon these defaults in an aggregate amount in excess of $50,000; or (2) The person or key official has engaged in more than one act that was intended to cause a loss to the savings association; or (3) The person or key official, as a borrower, entered into more than one loan agreement with the savings association, the making of which was an unsafe or unsound action of the association on the basis of facts that the borrower knew or should have known, and the borrower defaulted on the loans in the aggregate amount of $50,000 or more. (g) For purposes of paragraphs (e) and (f) of this section, the term "default' means a delinquency of 90 or more days as to payment of principal or interest; or the failure to comply with the terms and conditions of a contract or other written agreement, other than a loan or advance. (h) It shall be a violation of this part for any person to purchase an asset that the RTC or a savings association under its conservatorship or receivership is prohibited from selling to that person if circumstances exist that would cause any of the restrictions enumerated in paragraph (a) of this section to apply. § 1620.5 Independent determination of eligibility for seller financing. The ability of an offeror to certify that none of the restrictions set forth in this part is applicable, does not create any right to obtain a loan or advance by or through the RTC or a savings association under its conservatorship or receivership, or remove the right of the RTC to make an independent determination, based upon all relevant facts of the offeror's financial condition and history, of the offeror's eligibility to receive such loan or advance. § 1620.6 Certain asset sales unaffected by this part. The effectiveness of this part shall not be grounds for rescission or revocation of the sale of one or more assets, or the withholding of seller financing by the RTC, if a legally enforceable contract of sale and/or agreement for seller financing was in effect prior to August 20, 1992. § 1620.7 Certification required. The Corporation, or a savings association under its conservatorship or receivership, may not sell any asset, and no person shall buy any asset from the RTC or a savings association under its conservatorship or receivership, unless the person shall have certified, under penalty of perjury, with notice that a false certification may lead to punishment under 18 U.S.C. 1001 and 18 U.S.C. 4621, that none of the above restrictions applies to the sale of that asset. Provided that, the RTC may in its discretion permit a person to make an offer to purchase one or more assets, and may accept such offer, despite the inability to so certify, if the person acknowledges the inability to certify and submits a bona fide offer to cure any existing amounts owed to the RTC or the relevant association in conjunction with the sale of the asset(s). NOTITICATION TO PROaPECTIVZ PURCHASE" REGARDING POTENTIAL tZ18TENCE O! LEAD-DAeED PAINT The Resolution Trust Corporation ("RTC") is notifying any prospective purchaser of any residential real property on which a residential dwelling was built prior to 1978, that such property may present exposure to lead from lead -based paint or lead dust. Exposure to lead -based paint chips or lead dust msy place children under the age of seven (7) years at risk of developinq lead poisoning. Examples of places where lead -based paint may be found include walls, ceilings, window sills, and door frames. Lead poisoning also poses a particular risk to pregnant woman. Prospective purchasers of residential seal property built prier to 1978 can conduct,.at their own expense, an inspection for possible lead -based paint hazards prior to purchase. If prospective purchasers decide to test.for lead -based paint, an "Environmental Addendum Relating to Lead -Based Paint in Residential Property" will be attached to the contract agreement and prospective purchasers will have ten (10) business days after the seller's execution of the addendum to perform the testing. If the inspection shows that lead -based paint exists on the property, the purchaser shall have fifteen (15) business days after the date of the; seller's execution of the addendum to terminate the contract agreement or to renegotiate the price in accordance with the terms of the addendum. If a prospective purchaser decides to test for lead -based paint, the RTC will inform any tenants of the property of the test results. Save received and read/Dad read to no a copy of the Notice ea tled --itotif1catioa to Prospective Purchasers Regarding Pote is s ce of Lead -based Paint." � I�z1Q3 ignaturs DaLe