AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS

Exhibit 10.1

AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS

          THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“ Agreement ”) is made and entered into as of this 13 day of May, 2009 (“ Execution Date ”), by and between U.S. Bank National Association (“ Seller ”), and SPT-Lake Elsinore Holding Co., LLC, a Delaware limited liability company (“ Buyer ”).

RECITALS

          A. Downey Savings and Loan Association, F.A. (“ Downey ”) was the owner of certain real property consisting of approximately two hundred and twenty five (225) acres of unimproved land, commonly referred to as tract 29835, located in the city of Menifee (“ City ”), county of Riverside (“ County ”), all in the State of California (“ State ”), which real property is more particularly described on Exhibit A attached hereto (the “ Property ”).

          B. On November 21, 2008, Downey was closed by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation was appointed as receiver for Downey (the “ Receiver ”). Pursuant to 12 U.S.C. § 1821(d)(2)(A)(i), the Receiver, by operation of law, succeeded to all of the rights, title, and interests of Downey in and to the assets of Downey, including, without limitation, the Property, and subsequently transferred the same to Seller.

          C. Seller is now the owner of the Property and desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, upon the terms and conditions set forth in this Agreement.

BASIC PROVISIONS

AGREEMENT

           NOW, THEREFORE , incorporating the foregoing recitals and Basic Provisions, and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Buyer agree that the terms and conditions of this Agreement and the instructions Escrow Holder with regard to the escrow (“ Escrow ”) created pursuant hereto are as follows:

      1.  Purchase and Sale . Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, upon the terms and conditions set forth in this Agreement.

      2.  Purchase Price . The Purchase Price for the Property shall be as stated in Paragraph IX of the Basic Provisions.

      3.  Payment of Purchase Price . The Purchase Price for the Property shall be paid by Buyer as set forth below in this Paragraph 3 .

                3.1 Deposit; Payment of Purchase Price .

                     3.1.1 Deposit . Within one (1) business day following the Execution Date, Buyer shall deposit or cause to be deposited with Escrow Holder a sum equal to the entirety of the Purchase Price (the “ Buyer Funds ”), with a portion of the same as provided in Paragraph X of the Basic Provisions serving as the Deposit. Escrow Holder shall immediately invest the Buyer Funds in a federally-insured, interest-bearing account. All interest earned on the Buyer Funds shall at all times remain the property of Buyer. The Deposit shall not be refundable to Buyer unless the transaction contemplated by this Agreement is not consummated solely as the result of Seller’s default or as a result of the failure of other conditions to closing contained in Paragraph 7 below. Upon the Close of Escrow (as defined below in Paragraph 4.2 ), the Deposit shall be credited toward payment of the Purchase Price. That portion of the Buyer Funds not forming the Deposit, in the amount of One Million Four Hundred Eighty Five Thousand and No/100 Dollars ($1,485,000.00), shall remain refundable to Buyer until the Close of Escrow actually occurs hereunder.

                     3.1.2 Cash Balance . Not less than one (1) business day prior to the Close of Escrow (as defined below), Buyer shall deposit or cause to be deposited, with Escrow Holder, in immediately available funds, such other funds as may be necessary in accordance with the terms hereof to pay for Buyer’s share of closing costs and charges set forth in Paragraph 10 below and Buyer’s share of prorations set forth on the Proration and Expense Schedule (as defined below in Paragraph 11 ) and all other amounts payable pursuant to this Agreement.

      4.  Escrow .

                4.1 Opening of Escrow . For the purposes of this Agreement, the Escrow shall be deemed opened (“ Opening of Escrow ”) on the date Escrow Holder receives the Buyer Funds. Each party shall deliver to Escrow Holder original counterparts of the signing party’s executed Agreement within two (2) business days after this Agreement is executed and delivered by the parties. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of such instruments and the terms of this Agreement, then the terms of this Agreement shall control.

                4.2 Close of Escrow . For purposes of this Agreement, the “ Close of Escrow ” or the “ Closing ” shall be the date (the “ Closing Date ”) that the Deed (as defined below in Paragraph 9.1.1 ) is recorded in the Official Records of the County (the “ Official Records ”). Unless changed in writing by Buyer and Seller, the Close of Escrow shall occur on the Scheduled Closing Date as defined in Paragraph XIII of the Basic Provisions.

      5.  Condition of Title . The Property shall be conveyed to Buyer by Seller by the Deed subject only to the following approved conditions of title (collectively, the “ Approved Title Conditions ”).

                5.1 Taxes . A lien to secure payment of real estate taxes, bonds, and assessments not delinquent.

                5.2 Approved Matters . Matters affecting the Property created by or with the written consent of Buyer, or by Buyer’s consultants, contractors, or agents.

                5.3 Additional Matters . All other matters affecting title to the Property that are disclosed by the Report (as defined below in Paragraph 7.1 ), except any which are first created following the Execution Date.

      6.  Buyer’s Title Insurance . At the Close of Escrow, the Title Company shall issue to Buyer its standard Owner’s Policy of Title Insurance (“ Title Policy ”) for the Property in the amount of the Purchase Price, showing title to the Property vested in Buyer and subject only to the Approved Title Conditions. Buyer shall have the right, conditioned upon its payment of all premiums and other costs incurred in connection with the ALTA portion of Buyer’s Title Policy or other additional coverage beyond a standard CLTA title policy, to request and obtain an ALTA extended coverage policy of title insurance for the Property and such additional endorsements as Buyer may request, provided that such additional coverage or endorsements shall not be a condition precedent to, or otherwise excuse or delay any of, Buyer’s obligations under this Agreement. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any survey(s) required by the Title Company.

      7.  Conditions Precedent to the Close of Escrow for the Benefit of Buyer . The Close of Escrow and Buyer’s obligation to consummate the transaction contemplated by this Agreement are subject only to the satisfaction or written waiver of the following conditions precedent for Buyer’s benefit by the dates designated below:

                7.1 Title . Buyer hereby approves any matters of title disclosed by the following documents (collectively, the “ Title Documents ”) prepared and delivered to Buyer by the Title Company: (a) the Preliminary Report v. 4 dated March 16, 2009, prepared and issued by the Title Company with respect to the Property and attached hereto as Exhibit E (the “ Report ”); and (b) copies of all recorded documents referred to in the Report. Upon the issuance of any amendment or supplement to the Report which adds additional exceptions not created or caused by Buyer, Buyer shall have the right of review and approval of said amendment or supplement (provided that the period for Buyer to review such amendment or supplement shall be one (1) business day from receipt of the amendment or supplement). If Buyer fails to notify Seller of its disapproval of any such new title exception(s) within said one (1) business day period, Buyer shall be deemed to have approved the same. If Buyer does notify Seller of its disapproval of any such new title exception(s) in writing within said one (1) business day period, Seller shall have the right, but not the obligation, to notify Buyer in writing within two (2) business days after receipt of Buyer’s written objection notice that Seller desires to have until the Close of Escrow in which to attempt to remove or to cure some or all of the disapproved items to Buyer’s reasonable satisfaction. In connection therewith, Seller shall have the option, in Seller’s sole discretion and without obtaining Buyer consent, of curing Buyer’s objection to any new mechanic’s lien in the face amount of Seventy-Five Thousand and No/100 Dollars ($75,000.00) or less by the posting of a bond by a reputable bonding company reasonably acceptable to Buyer, provided that Buyer shall have reasonable approval rights with respect to the form, terms, and amount of the bond so posted. If, in Seller’s reasonable estimation, such cure will require additional time, Seller shall have the right, but not the obligation, to extend the Scheduled Closing Date by five (5) business days. Seller’s notice may limit such attempts to cure or remove to exclude payment of money or taking any judicial action. Seller’s failure to deliver such notice to Buyer within such two (2) business day period with respect to any disapproved item shall be deemed to be an election by Seller not to attempt to remove or to cure such items. If Seller elects not to attempt to remove or to cure some or all of the disapproved items pursuant hereto, to Buyer’s reasonable satisfaction, or if Seller has agreed to attempt to remove or cure some or all of such disapproved items and is unable to or has failed to remove or cure the same, then Buyer shall have, as Buyer’s sole and exclusive remedy, the right exercisable on or before one (1) business day prior to the Scheduled Closing Date either (i) to waive such exceptions to title,

and proceed to take title to the Property without any deduction or offset in the Purchase Price, or (ii) to terminate this Agreement and the Escrow by giving written notice of such termination to Seller and to Escrow Holder in which event Buyer and Seller shall have no further liability to the other hereunder except for those provisions that specifically survive the termination of this Agreement and the Deposit as well as the remainder of the Buyer Funds shall be returned to Buyer. Buyer’s failure to provide Seller or Escrow Holder with written notice of termination no later than one (1) business day prior to the Scheduled Closing Date shall constitute Buyer’s election under clause (i) above.

                7.2 Physical Condition . Buyer acknowledges that, as of the Execution Date, Buyer has conducted all such inspections, investigations, tests and studies, including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, and soils, seismic and geologic reports with respect to the Property, inspections of all or any portion of the Improvements (including, without limitation, structural, mechanical and electrical systems, roofs, pavement, landscaping and public utilities), development agreements and rights relating to the Property, the occupancy status of the Property and any other physical inspections and/or investigations as Buyer deemed necessary. In the event the physical condition of the Property undergoes any material adverse changes from its condition as of the Execution Date which would affect the use of the Property for development purposes in violation of Paragraph 23.2 below, Buyer shall have the right to terminate this Agreement as provided in Paragraph 7.7 below and the Deposit shall be refunded to Buyer.

                7.3 Receipt of Materials . By executing this Agreement, Buyer acknowledges that (i) it has been given an adequate chance to review materials related to the Property at Seller’s offices (the “ Materials ”), and (ii) it has waived the right to review any other documents relating to the physical or environmental condition of the Property, service contracts for the Property, and any other documents that Seller may possess, control, or have access to relating to the Property. Buyer shall rely on the Materials at its own risk, and acknowledges that Seller is under has made no representations or warranties of any kind whatsoever to Buyer as to the accuracy or completeness of the content of the Materials or any other information delivered to or made available to Buyer pursuant to this Agreement, as more fully provided in Paragraph 13.3 below. Seller shall not have any liability or responsibility to Buyer with respect to the accuracy or completeness of any of the Materials or other information or based upon or arising out of any use Buyer may make of the Materials or other information.

               For purposes of this Agreement, the term “ Excluded Materials ” shall mean any appraisals, internal reports, valuations, other offers or agreements relating to the acquisition or sale of the Property, economic evaluations of the Property, reports regarding the Property prepared by Seller or any affiliate of Seller for the internal use or for the information of the investors in Seller, privileged information, information related to Seller’s previous loans in connection with the Property, and any other proprietary information not relating to the physical or environmental condition of the Property. By executing this Agreement, Buyer acknowledges that it has no right to review any of the Excluded Materials.

                7.4 Covenants . By Scheduled Closing Date, Seller shall not be in material default in the performance of any material covenant or agreement to be performed by Seller under this Agreement.

                7.5 Seller’s Deliveries . On or prior to the Scheduled Closing Date, Seller shall have delivered to Escrow Holder the documents described in Paragraph 9.1 .

                7.6 Representations and Warranties . All representations and warranties of Seller contained in Paragraph 13 of this Agreement shall be true and correct in all material respects as of the date made and as of the Close of Escrow with the same effect as if those representations and warranties were made at and as of the Close of Escrow.

                7.7 Election to Terminate or Waiver of Termination Right . The conditions set forth in this Paragraph 7 are solely for the benefit of Buyer and may be waived only by Buyer. Buyer shall at all times have the right to waive any such condition. Buyer shall not act or fail to act for the purpose of permitting or causing any condition to fail. Nothing contained in this Agreement shall require Seller to bring any suit or other proceeding, or to pay any sum, to satisfy any of such conditions. If any of the conditions

in this Paragraph 7 are not timely satisfied by Seller or waived by Buyer, Buyer shall deliver written notice to Escrow Holder and Seller on or before the date which is one (1) business day prior to the Scheduled Closing Date, and Buyer shall have the right by any such timely notice to terminate this Agreement and the Escrow. If Buyer timely and properly terminates this Agreement in accordance with the foregoing, then, unless the failure of the condition in question is due to a breach of this Agreement by Buyer (in which event, the Deposit shall be paid to and retained by Seller), the Deposit, or such portion thereof that has theretofore been deposited by Buyer with Escrow Holder (less Buyer’s fifty percent (50%) share of any escrow and title cancellation fees and costs) shall be refunded to Buyer, all documents deposited into Escrow shall be returned to the party depositing such documents, and neither party shall have any further rights or obligations under this Agreement, except for those rights or obligations which expressly survive the termination of this Agreement. Buyer’s failure to notify Seller and Escrow Holder of its waiver of its right to terminate this Agreement pursuant to its rights set forth in this Paragraph 7.7 shall be deemed Buyer’s election to proceed with the Closing. Closing shall constitute conclusive evidence that Seller has fully performed its obligations under this Agreement and shall further constitute a waiver by Buyer of any claims, demands and causes of action that Buyer may have against Seller based upon any failure to perform such obligations prior to Closing. In the event that this Agreement is terminated prior to the Close of Escrow for any reason other than Seller’s default, Buyer shall be obligated to deliver to Seller copies of all studies, reports, tests, surveys, and other analyses pertaining to the Property received by Buyer, whether performed by Buyer itself or its consultants, agents, or vendors, provided that Buyer shall be deemed to make no representation as to and shall bear no responsibility for, the accuracy or completeness of said materials, and Seller shall rely on the same at its sole risk. Buyer’s obligation to deliver the information set forth in the immediately preceding sentence shall survive the termination of this Agreement.

      8.  Conditions Precedent to the Close of Escrow for the Benefit of Seller . The Close of Escrow and Seller’s obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent for Seller’s benefit by the dates designated below:

                8.1 Buyer’s Deliveries . On or prior to the Scheduled Closing Date, Buyer shall have delivered to Escrow Holder the documents described in Paragraph 9.2 .

                8.2 Representations and Warranties . All representations and warranties of Buyer contained in Paragraph 13 of this Agreement shall be true and correct in all material respects as of the date made and as of the Close of Escrow with the same effect as if those representations and warranties were made at and as of the Close of Escrow.

                8.3 Covenants . By the Closing, Buyer shall not be in default in the performance of any covenant or agreement to be performed by Buyer under this Agreement.

          The conditions set forth in this Paragraph 8 are solely for the benefit of Seller and may be waived only by Seller. Seller shall at all times have the right to waive any condition. Any such waiver or waivers shall be in writing and shall be delivered to Buyer. If any of the conditions in this Paragraph 8 is not satisfied or has not been so waived by Seller prior to the Scheduled Closing Date, Seller shall deliver written notice to Buyer describing the condition that has not been satisfied or waived, and if such condition remains unsatisfied as of the Scheduled Closing Date, then Seller shall have the right to terminate this Agreement and the Escrow by written notice to Buyer.

      9.  Deliveries to Escrow Holder .

                9.1 Deliveries by Seller . At least one (1) business day prior to the Scheduled Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following documents and instruments:

                     9.1.1 Deed . Seller shall deliver to Escrow Holder one (1) original of the grant deed in the form attached as Exhibit B for the Property, duly executed by Seller and acknowledged (the “ Deed ”).

                     9.1.2 FIRPTA . Seller shall deliver to Escrow Holder a Transferor’s Certification of Non-Foreign Status, in the form attached as Exhibit C , duly executed by Seller (“ FIRPTA Certificate ”) and California Form 593 satisfying the requirements of Section 18815 of the California Revenue and Taxation Code.

                     9.1.3 General Assignment . Seller shall deliver to Escrow Holder four (4) original counterparts of a General Assignment in the form attached hereto as Exhibit D (“ General Assignment ”), duly executed by Seller.

                     9.1.4 Other Documents . Seller shall deliver such other instruments and documents as may be reasonably requested by the Title Company and/or Escrow Holder.

                9.2 Deliveries by Buyer . At least one (1) business day prior to the Scheduled Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following:

                     9.2.1 Funds . Buyer shall deliver to Escrow Holder all funds necessary to close the Escrow in accordance with the terms of this Agreement (including, without limitation, the balance of Purchase Price as adjusted by any prorations).

                     9.2.2 General Assignment . Buyer shall deliver to Escrow Holder four (4) original counterparts of the General Assignment duly executed by Buyer.

                     9.2.3 Other Documents . Buyer shall deliver such other instruments and documents as may be reasonably requested by the Title Company and/or Escrow Holder (including, without limitation, with respect to Buyer’s authority).

      10.  Costs and Expenses . If the transaction contemplated by this Agreement is consummated, then Seller shall bear the following costs and expenses: (A) all County and, if applicable, City documentary transfer taxes in connection with the recording of the Deed (except in connection with any financing obtained by Buyer); (B) the premium for the standard CLTA Owner’s title policy in the amount of the Purchase Price; (C) one-half ( ¹ / 2 ) of Escrow Holder’s fees; (D) all document recording charges; and (E) Seller’s share of prorations under this Agreement. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) the ALTA portion of title insurance premiums for the standard or extended ALTA Owners title policy, if any; (ii) the cost of any survey and the cost of any endorsements to the Title Policy; (iii) one-half ( ¹ / 2 ) of Escrow Holder’s fees; and (vi) Buyer’s share of prorations under this Agreement. If, as a result of no fault of Buyer or Seller, Escrow fails to close, Buyer and Seller shall share equally all of Escrow Holder’s fees and charges; however, if the transaction fails to close as the result of the default of either party, then such defaulting party shall bear all Escrow Holder’s fees and expenses. Buyer shall bear all costs associated with its due diligence inspections regarding the Property, including, without limitation, the cost of any survey(s) procured by Buyer. Subject to the provisions of Paragraph 18 below, each party shall bear the cost of its own attorneys and consultants. All other costs and expenses shall be allocated between Buyer and Seller in accordance with the customary practice of Riverside County for transactions of this type.

      11.  Prorations .

                11.1 General . Subject to the provisions of this Paragraph 11 and subject to the provisions of Paragraph 10 above, all revenues and expenses relating to the Property, including without limitation, real property taxes and assessments, homeowners association dues, and the like, shall be prorated on an accrual basis as of the Close of Escrow, based upon the actual number of days in the month the transfer occurs and the most current statement available to Escrow Holder. Such proration shall be made as of 12:01 a.m. Pacific Time on the Closing Date (the “ Proration Time ”). Notwithstanding the foregoing, (i) after the Close of Escrow, Buyer shall be solely liable and responsible for any real estate taxes and assessments, including, without limitation, any supplemental, “escape assessment” and “roll-back taxes”, and (ii) Seller shall have no responsibility for any real estate taxes or assessments after the Close of Escrow. All monthly prorations shall be calculated on actual days of the applicable month and all annual prorations shall be calculated based on a 365-day year. Not less than five (5) business days prior

to the date on which the Close of Escrow shall occur, upon written request of Seller or Escrow Holder, Seller and Buyer shall agree upon a schedule of expenses and prorations (“ Proration and Expense Schedule ”), and Seller and Buyer shall cooperate to update promptly such Proration and Expense Schedule to the extent the anticipated date on which the Close of Escrow under this Agreement shall occur changes. If any prorations, apportionments or computations cannot be made under this Paragraph 11 because the necessary information is unavailable at the Proration Time, then the most recent information available for the Property shall be used by the parties in making such Prorations.

                11.2 Utilities . Without limiting the provisions of Paragraphs 10 and 11.1 above, as of the Closing, from and after the Close of Escrow, Seller shall not be responsible for any charges, fees, assessments or other amounts relating to utilities, including, without limitation, those for sewer, electricity, water and gas (the “ Utility Charges ”). Utility Charges shall not be prorated hereunder as part of Closing. Buyer shall be responsible to have any utility companies providing service to the Property, if any, switch service into Buyer’s name at Closing and shall be solely responsible to pay all Utility Charges owing in connection with any of the Property from and after the Closing. Nothing herein shall limit Seller’s liability directly to any utility company for any charges or fees which may be owing and are applicable to the period prior to Closing, provided that in no event shall Seller have any liability to Buyer in connection with any Utility Charges that may be applicable to periods prior to the Closing. Seller shall have the right, but not the obligation, to instruct any utility company that Seller no longer owns the Property.

      12.  Disbursements and Other Actions by Escrow Holder . Upon the Close of Escrow, Escrow Holder shall promptly undertake all of the following in the manner and order set forth below.

                12.1 Disburse Funds . Escrow Holder shall credit all matters stated to be credited in Paragraphs 3 and 10 and prorate all matters addressed in Paragraph 11 based upon the Proration and Expense Schedule and disburse the balance of the Purchase Price (together with all other items payable to Seller) to Seller promptly upon the Close of Escrow and remaining funds, if any, to Buyer.

                12.2 Recording . Escrow Holder shall cause the Deed, and any other documents which the parties hereto may mutually direct in writing, to be recorded in the Official Records and obtain conformed copies thereof for distribution to Buyer and Seller.

                12.3 Documents to Seller . Escrow Holder shall disburse to Seller two (2) originals of the General Assignment, one (1) conformed copy of the Deed recorded in the Official Records, and one (1) copy of any other document deposited into Escrow by Buyer pursuant hereto.

                12.4 Documents to Buyer . Escrow Holder shall deliver to Buyer the original FIRPTA Certificate executed by Seller, two (2) originals of the General Assignment, one (1) copy of any other document deposited into Escrow by Seller pursuant hereto, and one (1) conformed copy of the Deed recorded in the Official Records.

                12.5 Title Company . Escrow Holder shall direct the Title Company to issue the Title Policy for the Property to Buyer.

      13.  Representations and Warranties .

                13.1 Seller’s Representations and Warranties . In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller makes the following representations and warranties, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder).

                     13.1.1 Power . Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated by this Agreement.

                     13.1.2 Requisite Action . All requisite action (corporate, trust, partnership or

otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Close of Escrow all such necessary action will have been taken to authorize the consummation of the transaction contemplated by this Agreement. By the Close of Escrow no additional consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Seller to consummate the transaction contemplated by this Agreement.

                     13.1.3 Individual Authority . The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right, and actual authority to bind Seller to the terms and conditions hereof and thereof.

                     13.1.4 No Conflict . Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor the occurrence of the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Seller is a party.

                     13.1.5 Non-Foreign Entity . Seller is not a foreign person or entity under the Foreign Investment in Real Property Tax Act of 1980, as amended.

                     13.1.6 Prior Loan Litigation . The Prior Loan Litigation, as defined in Paragraph 22 below, (i) is not related to any rights of possession of the Property, and (ii) does not affect Seller’s right to transfer its ownership interest to the Property to Buyer.

                13.2 Buyer’s Representations and Warranties . In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following representations and warranties, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder).

                     13.2.1 Power . Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated by this Agreement.

                     13.2.2 Requisite Action . All requisite action (corporate, trust, partnership or otherwise) has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Close of Escrow all such necessary action will have been taken to authorize the consummation of the transaction contemplated by this Agreement. By the Close of Escrow no additional consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Buyer to consummate the transaction contemplated by this Agreement.

                     13.2.3 Individual Authority . The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right, and actual authority to bind Buyer to the terms and conditions hereof and thereof.

                     13.2.4 No Conflict . Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor the occurrence of the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party.

                     13.2.5 Bankruptcy . Buyer has not (a) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or

decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (b) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator, or similar official in any federal, state, or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its assets, or (c) made an assignment for the benefit of creditors.

                13.3 As-Is . BUYER HEREBY ACKNOWLEDGES THAT THE PROPERTY WAS ACQUIRED BY SELLER’S PREDECESSOR-IN-INTEREST PURSUANT TO A NON-JUDICIAL FORECLOSURE ACTION PURSUANT TO WHICH SELLER PERFORMED LITTLE OR NO INVESTIGATION AS TO THE PHYSICAL AND/OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE CONDITION OF TITLE THEREOF, THE ZONING AND/OR ENTITLEMENT STATUS THEREOF, OCCUPANCY STATUS, OR ANY OTHER ASPECT RELATING TO THE VALUE, USE, OR SUITABILITY OF THE PROPERTY OR ANY ELEMENT THEREOF FOR ANY PARTICULAR USE. BUYER FURTHER ACKNOWLEDGES THAT THE PURCHASE PRICE OF THE PROPERTY TAKES INTO ACCOUNT ANY RISK THAT BUYER MAY ACQUIRE PROPERTY THAT IS IN A CONDITION OR HAS CHARACTERISTICS THAT MAY PROVE UNSATISFACTORY TO BUYER. ACCORDINGLY, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER AND THE PERFORMANCE BY SELLER OF ITS DUTIES AND OBLIGATIONS HEREUNDER, BUYER DOES HEREBY ACKNOWLEDGE, REPRESENT, WARRANT AND AGREE, TO AND WITH SELLER, THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) BUYER IS PURCHASING THE PROPERTY IN AN “AS-IS, WHERE IS, WITH ALL FAULTS” CONDITION AS OF THE DATE OF THE CLOSE OF ESCROW WITH RESPECT TO ANY FACTS, CIRCUMSTANCES, CONDITIONS AND DEFECTS; (B) SELLER HAS NO OBLIGATION TO REPAIR OR CORRECT ANY SUCH FACTS, CIRCUMSTANCES, CONDITIONS OR DEFECTS OR COMPENSATE BUYER FOR SAME; (C) OTHER THAN THE MATERIALS, SELLER HAS NOT PROVIDED, NOR DOES SELLER HAVE ANY OBLIGATION TO PROVIDE ANY DOCUMENTS RELATING TO THE PHYSICAL, OCCUPANCY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR SERVICE CONTRACTS FOR THE PROPERTY OR ANY OTHER SIMILAR INFORMATION RELATED TO THE PROPERTY; (D) SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLETENESS OR ACCURACY OF THE MATERIALS; AND (E) BY THE CLOSE OF ESCROW, BUYER SHALL HAVE UNDERTAKEN ALL SUCH INSPECTIONS AND EXAMINATIONS IN CONNECTION WITH THE PROPERTY AS BUYER DEEMS NECESSARY OR APPROPRIATE UNDER THE CIRCUMSTANCES (INCLUDING, WITHOUT LIMITATION, THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, THE ZONING OF THE PROPERTY, THE PROPERTY’S COMPLIANCE WITH APPLICABLE LAWS, THE CONDITION OF ANY IMPROVEMENTS ON THE PROPERTY, THE OCCUPANCY STATUS OF THE PROPERTY, AND THE AVAILABILITY OR LACK THEREOF OF ENTITLEMENTS FOR THE DEVELOPMENT AND USE OF THE PROPERTY), AND THAT BASED UPON THE SAME, BUYER IS AND WILL BE RELYING STRICTLY AND SOLELY UPON SUCH INSPECTIONS AND EXAMINATIONS AND THE ADVICE AND COUNSEL OF ITS AGENTS, CONSULTANTS, CONTRACTORS, VENDORS AND OFFICERS. BUYER IS AND WILL BE FULLY SATISFIED THAT THE PURCHASE PRICE IS FAIR AND ADEQUATE CONSIDERATION FOR THE PROPERTY IN LIGHT OF THE CONDITION OF THE PROPERTY AND THE CIRCUMSTANCES AND MANNER IN WHICH SELLER HAS ACQUIRED THE SAME AND HAS ELECTED TO CONVEY THE SAME TO BUYER PURSUANT TO THIS AGREEMENT. NEITHER SELLER NOR ANY REPRESENTATIVE, MEMBER, AGENT, EMPLOYEE, PROPERTY MANAGER, BROKER, PRINCIPAL, PARTNER, AFFILIATE OR CONSULTANT OF SELLER IS MAKING OR HAS MADE ANY WARRANTY OR REPRESENTATION (EITHER EXPRESS OR IMPLIED) WITH RESPECT TO ALL OR ANY PART OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, ANY MATTERS CONTAINED IN THE MATERIALS OR ANY OTHER DOCUMENTS MADE AVAILABLE OR DELIVERED TO BUYER IN CONNECTION WITH THIS AGREEMENT) AS AN INDUCEMENT TO BUYER TO ENTER INTO THIS ESCROW AND THEREAFTER TO PURCHASE THE PROPERTY OR FOR ANY OTHER PURPOSE. BUYER HEREBY EXPRESSL