Purchase And Sale Agreement (Page 2 of 7) in pdf

3.2

Purchaser's Inspection. At Purchaser's expense, Purchaser may have the Property

and all elements and systems inspected by one or more professionals of Purchaser's choice.

Purchaser shall specifically identify in this Agreement any desired inspections which may include

testing or removal of any portion of the Property due to the possible presence of any

environmentally hazardous substance or condition. If an inspection shows a material defective

condition in the Property, Purchaser may terminate the transaction by delivery to Seller of a written

notice of Purchaser's disapproval of the inspection report by the date stated in Section 3.3.

Purchaser understands that if Purchaser does not disapprove of an inspection report in writing

within the time provided, that constitutes acceptance of the condition of the Property.

3.3

Termination. In the event Purchaser determines that satisfactory financing is

unavailable or the inspection report is not satisfactory, Purchaser may, at any time on or before

rescind this Agreement by giving written notice to Seller. This Agreement

thereafter shall be null and void and neither party shall have any obligation to the other.

SELLER'S TITLE TO THE PROPERTY.

4.1

Title Report. As soon as practicable after the execution of this Agreement, Seller at

its expense shall furnish to Purchaser a preliminary title report from First American Title Insurance

Company of Oregon ("Title Company") showing its willingness to issue title insurance on the

Improvements and the leasehold interests under the Ground Lease, together with full copies of all

exceptions. Purchaser shall have ten (10) days after receipt of the preliminary title report and

exceptions within which to notify Seller in writing of Purchaser's disapproval of any exceptions

shown in the report, other than exceptions for any liens to be satisfied by Seller at Closing. In the

event of such disapproval, Seller shall have until the Closing to eliminate any disapproved

exception. Failure of Purchaser to disapprove any exception within the 10-day period shall be

deemed an approval of the exceptions shown in the title report. If Seller is unable to eliminate any

disapproved exception, the Purchaser may either elect to rescind the Agreement by notice to Seller

or elect to waive its prior disapproval and proceed to close the sale.

5. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller makes the following

representations and warranties, which representations and warranties will survive Closing and the

conveyance of the Improvements to Purchaser:

5.1

Seller is the owner of the Improvements and has the right and power to sell the

Improvements to Purchaser.

5.2

Seller has received no written notice from any governmental agency of any violation

of any statute, law, ordinance, or deed restriction, rule, or regulation with respect to the

Improvements.

Seller is not a "foreign person" as that term is defined in IRC § 1445. On the Closing,

5.3

Seller will execute and deliver to Purchaser a certification of the nonforeign status on a form

required by the IRS.

Purchase And Sale Agreement Page 2