Common use of Conditions to Settlement Clause in Contracts

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 . Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _$ ) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 14. Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration expiratio n of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property.THIS (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 14. Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied occ upied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _$ ) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property.THIS (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 14. Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement Agreemen t shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which w hich consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 14. Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser Buyer under this Agreement to purchase the Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser Buyer at or prior to Settlement), as applicable:): (i) The All of the representations and warranties of by Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser Buyer or deemed consented to by Purchaser Buyer under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in with all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller performed on its part prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST If Buyer has not terminated this Agreement on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from or before the expiration of the initial Feasibility Due Diligence Period provided that Purchaser: (i) provides defined below), Seller with written notice shall use reasonable efforts to deliver to Buyer, at or before Settlement, a duly executed original of such extension at least ten a certificate from the Tenant under the Lease, substantially in the form attached hereto as Exhibit "E" (10) days prior to the expiration "Tenant Estoppel Certificate"), and a duly executed original of a certificate from The TJX Companies, Inc. ("Guarantor"), the guarantor of the initial Feasibility Period; Lease, substantially in the form attached hereto as Exhibit "I" (the "Guarantor Estoppel Certificate" and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied collectively with the PropertyTenant Estoppel Certificate, it the "Estoppel Certificates"), each to be dated no earlier than the Effective Date of this Agreement. If, at or before Settlement, Seller has not delivered to Buyer the Tenant Estoppel Certificate, Buyer may waive such condition and complete Settlement in accordance with this Agreement or terminate this Agreement by written delivering notice of such termination to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon such event the Deposit shall be returned to Buyer, this Agreement thereupon shall become nonrefundable to Purchaser void and there shall be no further obligations or liability on either of the parties hereto, except as otherwise expressly set forth specifically provided herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection The parties acknowledge that Delivery of the PropertyGuarantor Estoppel is not a condition to Settlement. (iv) From and after the Effective Date and until At Settlement, Seller shall not lease any space on the Property or permit any material encumbrance have delivered to be placed upon all or any portion Buyer duly executed originals of the Property or following: (A) A duly executed assignment of the title thereto without Partnership Interests owned by Seller, substantially in the prior written consent form of Purchaser the Assignment and Assumption Agreement attached hereto as Exhibit "F" (which consent shall not be unreasonably withheld, conditioned or delayedthe "Assignment and Assumption Agreement"). (bB) Seller’s obligation to proceed to Settlement hereunder is subject A letter addressed to the satisfaction at or prior Tenant under the Lease informing it of the new general partner of the Partnership and new rent payment address; (C) To the extent not previously made available to Settlement Buyer, originals of the following conditions instruments (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable:copies if originals are unavailable): (i) The representations 1. the Lease; 2. the Guarantee; 3. the Tenant Estoppel Certificate; 4. if and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 . Purchaser acknowledges that Seller became extent obtained, the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.Guarantor Estoppel Certificate; and

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall sh all be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 14. Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes change s therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 . Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The Buyer’s obligation of Purchaser to complete Settlement under this Agreement is expressly conditioned upon the following, and Buyer shall have the further right, exercisable at any time and from time to purchase Property from Seller is subject time, to the satisfaction at or prior to Settlement of each of the following conditions (waive any one or more of which may be waived in whole such conditions without affecting any of Buyer’s other rights, conditions or in part by Purchaser at or prior to Settlement), as applicableobligations: (i) The all representations and warranties of Seller set forth in this Agreement shall be herein being true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as the time of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement.; and (ii) Seller shall have performed, observed having performed all of its covenants and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement.obligations hereunder; and (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on delivery of those items to be delivered by Seller at Settlement and during the day that is sixty Inspection Period as provided herein; (60iv) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period Inspection Period, without Buyer having terminated this Agreement; (v) the Title Company shall have irrevocably committed to issue a Texas Owner’s Policy of title insurance in the amount of the Sales Price and in the form agreed upon pursuant to Section 4; (vi) the City of Aransas Pass has provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior consent to the expiration assignment of the initial Feasibility Period; Industrial District Agreement (as defined below), as modified by the Settlement Agreement (as defined below) to Buyer, and (ii) deposits, prior any required consents to the expiration assignment of any other permits, approvals or licenses held by Seller pertaining to the operation and maintenance of the initial Feasibility PeriodPremises; and (vii) The Port of Corpus Christi Authority of Nueces County, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior Texas has provided consent to the expiration assignment of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this its Franchise Agreement pursuant with Seller to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed)Buyer. (b) If any of the conditions of Section 5(a) above are not satisfied in Buyer’s reasonable determination (and not waived by Buyer) prior to the Settlement Date, or such other time-period provided, as applicable, then Buyer shall have the option of (i) completing Settlement hereunder at the Purchase Price, or (ii) terminating this Agreement in which case this Agreement shall become null and void, and the Deposit shall be returned to Buyer, and neither Buyer nor Seller shall have any further rights or obligations hereunder. (c) Seller’s obligation to proceed complete Settlement under this Agreement is expressly conditioned upon the following, and Seller shall have the further right, exercisable at any time and from time to Settlement hereunder is subject time, to the satisfaction at waive any one or prior to Settlement more of the following such conditions (which may be waived in whole without affecting any of Seller’s other rights, conditions or in part by Seller, in writing, at or prior to Settlement), as applicableobligations: (i) The all representations and warranties of Purchaser set forth in this Agreement shall be Buyer herein being true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as the time of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement.; and (ii) Purchaser shall have performedBuyer having performed all of its covenants and obligations hereunder; (iii) the City of Aransas Pass has provided consent to the assignment of the Industrial District Agreement (as defined below), observed as modified by the Settlement Agreement (as defined below) to Buyer, and complied any required consents to the assignment of any other permits, approvals or licenses held by Seller pertaining to the operation and maintenance of the Premises; (iv) The Port of Corpus Christi Authority of Nueces County, Texas has provided consent to the assignment of its Franchise Agreement with in all material respects Seller to Buyer; and (v) the covenants, agreements and conditions required by this Agreement delivery of those items to be satisfied delivered by Purchaser prior to or Buyer at Settlement and during the Inspection Period as of Settlementprovided herein. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 . Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 14. Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration expiratio n of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property.THIS (iv) From and after the Effective Date and until Settlement, Seller shall sh all not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for f or changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 Se ction 14. Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this th is Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (( 30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 14. Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as a s though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (““ Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). Failure by Purchaser to deliver the written notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. In no event shall the Feasibility Period or Settlement be extended as a result of any delay experienced by Purchaser in its inspection of the Property. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) As is more particularly set forth hereinafter, Seller is conveying the Property in its present “as is, where is” condition and makes no warranties or representations regarding the physical condition of the Property or any other aspect of the Property or this transaction. It shall be Purchaser’s sole responsibility to make all investigations it deems appropriate regarding the purchase of the Property, subject to the requirements of Section 14 . Purchaser acknowledges that Seller became the owner of the Property as a result of various corporate acquisitions and/or mergers and agrees that Seller shall not be delivering any due diligence materials to Purchaser in connection with Settlement, Seller may not have occupied the Property for an extended period of time, and the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without Seller’s disclosure of any such information and materials.