Assets of Investment Company

Sale of assets of Saint James Apartment Partners LLC, includes:

1. that certain tract or parcel of land located in the City of Omaha, County of Douglas, Nebraska, and more particularly described on Schedule 1.1(a) . . . [of Exhibit A] . . . (the property described in this clause (a) being herein referred to collectively as the “Land”);
2. all those rights, easements and appurtenances pertaining to the Land (whether now or hereafter existing), including (i) all right, title and interest of Seller (if any) in and to any streets, alleys or rights-of-way (whether open, closed or proposed), within or adjacent to the Land and in all strips, gores and riparian rights, and (ii) all right, title and interest of Seller with respect to any easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances that now or hereafter benefit or burden the Land (the property described in this clause (b) herein referred to collectively as the “Related Rights”);
3. the buildings, structures, facilities, installations, fixtures and other improvements of every kind on the Land, including specifically, without limitation, those certain buildings having a street address of 3106 North 60th Street, Omaha NE 68104, and commonly known as “Saint James Manor” (the property described in this clause (c) being herein referred to collectively as the “Improvements”, and the Land, the Related Rights and the Improvements being hereinafter sometimes collectively referred to as the “Real Property”);
4. all of Seller's right, title and interest in, to and under all tangible personal property upon the Land or within the Improvements, including specifically, without limitation, appliances, equipment, vehicles, furniture, furnishings, carpeting, draperies and curtains, tools and supplies, and other items of tangible personal property owned by Seller and used exclusively in connection with the ownership, use, maintenance or operation of the Land and the Improvements, but specifically excluding the following: (i) cash and cash equivalents (except to the extent prorated at Closing), (ii) proprietary computer software and computer files, (iii) any time clock(s), (iv) personal property owned by tenants under the Leases, (v) any equipment installed by, or in connection with, any telecommunication or utility provider and which is owned by any party other than Seller (excluding any reversionary interest that Seller may have therein which shall be assigned to Purchaser to the extent assignable), (vi) any items owned by employees of Seller or any property manager, (vii) any items leased to Seller, and (viii) those items of tangible personal property identified on Schedule 1.1(d), attached hereto and incorporated herein by this reference (the property described in this clause (d), other than the excluded items, being herein referred to collectively as the “Tangible Personal Property”);
5. all of Seller's right, title and interest as landlord or lessor in all of the leases, tenancies, licenses and other agreements for the use or occupancy of any portion of the Land or Improvements as described on Schedule 1.1(e) (the “Rent Roll”) attached hereto and made a part hereof as well as under all similar agreements hereafter executed by Seller in accordance with the terms of this Agreement, pursuant to which any portion of the Land or Improvements is used or occupied by anyone other than Seller (the foregoing property described in this clause (e) being herein referred to collectively as the “Leases”) and all accounts and security deposits or other deposits collected from tenants under the Leases, together with any interest required by law to be paid thereon (collectively, the “Deposits”), except any claim, right, title or interest in any funds Seller may assert are owed under any applicable HAP contract or otherwise arising under the law or in equity associated with unpaid rents, reimbursements, or other benefits arising prior to the Closing Date;
6. all reserves and escrow funds required to remain with the Land pursuant to any land use restriction agreement, regulatory agreement, use agreement or any other agreement required by HUD (as hereinafter defined), shall be assigned by Seller to Purchaser or credited to Purchaser at Closing (collectively, the “Reserves”); provided, however, the foregoing Reserves shall expressly exclude all real estate tax reserves, insurance reserves and/or replacement reserves held by Seller’s first mortgage lender;
7. all of Seller's right, title and interest in, to and under (i) the Designated Service Contracts (as defined in Section 3.4 of this Agreement), (ii) all assignable existing warranties and guaranties issued to or inuring to the benefit of Seller in connection with the Improvements or the Tangible Personal Property, (iii) all governmental permits, licenses and approvals, if any, belonging to or inuring to the benefit of Seller and pertaining to the Real Property or the Tangible Personal Property, but only to the extent that such permits, licenses and approvals are assignable and only to the extent that such permits, licenses and approvals relate to the Real Property or the Tangible Personal Property as opposed to other property of Seller or its affiliates; (iv) resident and tenant files for current residents and tenants as of the Closing Date (collectively, the “Tenant Lease Files”), (v) other non-confidential and non-proprietary records owned by Seller and used in connection with the operation of the Real Property or any part thereof, and located on-site as of the Closing Date; (vi) all rights to use the name “Saint James Manor” in connection with the Real Property, and (vii) all assignable telephone numbers and web-site addresses (if any) dedicated to the Real Property (the property described in this clause (g), other than the excluded items, being sometimes herein referred to collectively as the “Intangible Property”); and
8. all of Seller’s right, title and interest, in, to and under any claims that Seller may have against any third party vendors providing services or materials to the Property.