DRAFT
<br />PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
<br />AND BILATERAL ESCROW INSTRUCTIONS
<br />(Commercial)
<br />THIS Agreement, entered into this 2nd day of February, 2009, by and between the
<br />COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a body
<br />corporate and public and a redevelopment agency duly organized under the Constitution and laws
<br />of the State of California (hereinafter referred to as the "Agency" or "Buyer"), and STEADFAST
<br />COURTYARDS, L.P., a California limited partnership (hereinafter called "Seller"), regardless of
<br />number or gender;
<br />WITNESSETH
<br />For and in consideration of their promises, covenants and agreements hereinafter set forth, and
<br />subject to the terms, conditions and provisions hereinafter set forth, Seller agrees to sell to
<br />Agency, and Agency agrees to purchase from Seller, in its
<br />"as is" condition, except as otherwise set forth herein, all that certain real property and all rights,
<br />privileges, easements and appurtenances benefitting such real property (hereinafter referred to as
<br />"said real property") described as follows:
<br />.All that certain real property located in the State of California, County of Orange, City of Santa
<br />Ana, described as follows:
<br />SEE EXHIBIT "A" ATTACHED HERETO
<br />AND BY THIS REFERENCE MADE A PART HEREOF
<br />(An approximately 1.1 acre parcel commonly known as 1902-1914 North Main Street,
<br />16 West 20th Street, and 115 West 19th Street, Santa Ana, California)
<br />Said purchase and sale of said real property shall be in accordance with and subject to all of the
<br />following terms, conditions, promises, covenants, Agreements and provisions, to wit:
<br />1. Conveyance by Seller. Seller agrees to convey said real property to Agency, by Grant
<br />Deed, which shall be in substantially the form of Exhibit "B" attached hereto and by this
<br />reference made a part hereof, at the office of First American Title Insurance Company, located at
<br />2 First American Way, Santa Ana, California, on or before February 27, 2009 (the "Closing" or
<br />"Close of Escrow").
<br />2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise
<br />expressly provided, said real property shall be conveyed by Seller to Agency, as aforesaid, free
<br />and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments,
<br />profits, limitations, encumbrances (whether monetary or non-monetary, general or specific,
<br />including any and all leasehold interests), liens, clouds or defects in title except those exceptions
<br />shown in Paragraph 17 below. Seller hereby warrants that the title to said real property to be
<br />conveyed by Seller to Agency shall be free and clear as provided above. Seller further agrees that
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