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possession of the Property, or any portion thereof, with all improvements thereon, if after conveyance of the Property to Buyer, and prior to the termination of the affordability covenants contained in the Affordable Housing Covenant (i.e., 55 years from recordation of the Affordable Housing Covenant), there is any violation of the affordability restrictions set forth in the Affordable Housing Covenant or any other default in the terms of the Affordable Housing Covenant, and Buyer does not cure any such violation or default within sixty (60) days after written notice from Seller advising Buyer of such violation or default. 5.2. Exercise of Option to Repurchase. To exercise its right to repurchase, reenter and take possession with respect to the Property, or any portion thereof, the Seller shall deliver written notice to Buyer that Seller is exercising its rights under this Article 5 (which rights are also set out in Article 5 of the Affordable Housing Covenant). Such purchase shall be handled through an escrow opened by Seller for such purpose, and the buyer agrees to execute a grant deed and all other documents determined to be necessary to effectuate such repurchase. All costs relating to such repurchase shall be paid by the Seller. As compensation for such repurchase, the Seller shall pay to buyer in cash an amount equal to: A. The Purchase Price for the Property paid by the Buyer; less B. The unpaid amount of liens on the Property, and any unpaid assessments against the Site which are assumed by the Seller. 5.3. Assignment to Agency. The Seller, at its option and in its sole discretion, may assign its rights and obligations under this Article 5 to the Redevelopment Agency, and in such event, the Redevelopment Agency shall have all the rights afforded to the Seller as provided in this Article 5. ARTICLE 6. REPRESENTATIONS AND WARRANTIES 6.1. Representations and Warranties in General. Seller acknowledges that the execution of this Agreement by Buyer is made in material reliance by Buyer on each and every one of the representations and warranties made by Seller in this Article 6. Buyer acknowledges that the execution of this Agreement by Seller is made in material reliance by Seller on each and every one of the representations and warranties made by Buyer in this Article 6. 6.2. Seller's Representations and Warranties. Seller represents and warrants to Buyer that each and every one of the matters set forth in this Section 6.2, are true and correct as of the Effective Date, and shall be true and correct as of the Close of Escrow. All of the representations and warranties of Seller made in this Agreement shall survive the Close of Escrow. 6.2.1. No Condemnation or Action. There are no pending or, to the best knowledge of Seller, any threatened (and unresolved) condemnation or similar proceedings affecting the Property, or any part thereof, and, to the best knowledge of Seller, no such proceeding is contemplated by any governmental authority. Seller has received no notice of any such proceedings, or any other pending or threatened litigation or other legal or administrative claim affecting any portion of the Property. 11 82483.00000 \5571002.3 ATTY /AGR/2010.120 103010