Common use of Feasibility Period Clause in Contracts

Feasibility Period. 5.1 Subject to the terms of section 5.3 below, for thirty five (35) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) (the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. EDT on the date of expiration of the Feasibility Period. If Purchaser exercises such right to terminate, this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to the end of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers.

Feasibility Period. 5.1 Subject to During the terms of section 5.3 below, for thirty five (35) calendar days following period commencing upon the Effective Date hereof and expiring at 5:00 p.m. Eastern Time on the date which is sixty (i.e.60) days thereafter or the next succeeding Business Day if such sixtieth (60th) day is not a Business Day, through May 25Purchaser and Purchaser's representatives, 1999 if the Effective Date is April 20agents, 1999) employees, consultants, inspectors, appraisers, engineers and contractors (collectively the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants's Parties") shall have the right from time to time to enter onto of investigation and inspection of the Property: 5.1.1 To conduct , documents, reports, studies and make plans, in Seller's current possession or control, as listed on attached Exhibit C (collectively the "Seller's Materials") and any and all customary studiesother information, tests, examinations and inspections, or investigations of or concerning reasonably requested by Purchaser at no cost to Seller relating to the Property in Seller's possession or control, during the remainder of this time (including without limitation" the Feasibility Period") to determine, engineering in Purchaser's sole and feasibility studiesabsolute discretion, evaluation of drainage whether or not the Property is acceptable to Purchaser and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property suitable for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then use. Purchaser shall have be provided access to the right to terminate this Purchase Contract by giving Property upon prior written Notice to that effect notice to Seller and Escrow Agent on or before 5:00 p.m. EDT on the date of expiration of the Feasibility Period. If Purchaser exercises such right to terminate, this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to the end of the Feasibility Period in strict accordance with the Notice provisions procedure set forth in Section 2.03(a) for the sole purpose of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be conducting such invasive or non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnifyinvasive investigations, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claimsborings, damagestest pits, costs and liability which may arise due to such entriesinspections, audits, analyses, surveys, tests, investigations examinations, and the like. Seller shall have the right, without limitation, to disapprove any other tests and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to studies of the Property as Purchaser has deemed necessary or breach of any agreement, or expose Seller desirable to any liability, costs, liens or violations of applicable law, or otherwise adversely affect determine whether the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to is suitable for Purchaser's exercise of its rights pursuant to this ARTICLE 5 at purposes in Purchaser's sole cost and expenseabsolute discretion. Purchaser's access to the Prope1iy shall be governed by the terms of this Contract. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to not alter or damage the Property in any manner and Purchaser's activities carried on therein, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens to be filed against all or any other liens part of the Property that arise from Purchaser's or Purchaser Parties' activities concerning the Property. Seller shall have the absolute right to attach be present at all times when any of the Purchaser Parties are present at the Property pursuant to this Contract. In the event the Purchaser terminates this Agreement, Purchaser, at no cost to Seller, shall deliver copies of all third-party reports to Seller after the Deposit is returned to Purchaser. (a) In exercising its right of access to, or inspection of, the Property, Purchaser shall notify Seller's representative, Cxxxx Xxxx at __________ at least one (1) Business Day (or such shorter period as approved by Seller's representative by email) prior to any proposed access to the Property (each of which must be expressly approved in advance by reason of the performance of any work or the purchase of any materials Seller by Purchaser or any other party in connection with any studies or electronic mail) to perform inspections and tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, including surveys, environmental studies and examinations. All such inspections and tests undertaken by or on behalf of Purchaser shall be conducted in strict accordance with all equipmentapplicable laws and regulations and in a manner reasonably acceptable to Seller. (b) Purchaser shall be entitled to contact any Knowledgeable Party (hereinafter defined), materials whether directly or indirectly, by e-mail or personal contact, or through any intermediaries, and substances generatedPurchaser and Purchaser Parties shall be permitted without Seller's consent to conduct routine municipal lien search/zoning analysis and building permit searches with all applicable governmental authorities. Seller shall also provide Purchaser and Purchaser Parties with reasonable contact and communication during the term of this Contract to an on-site property representative. Seller (and, at Seller's option, Seller's counsel) shall have the absolute right to be present at any meetings (including meetings conducted by telephone) with any Knowledgeable Party. Purchaser shall provide copies of any correspondence sent to or received from any such Knowledgeable Party within two (2) Business Days after receipt or dispatch, as the case may be. Purchaser shall not have the right to make any commitments to any Knowledgeable Party that are in any way binding on Seller or the Property. As used herein, the term "Knowledgeable Party" shall mean any of the following: (a) any person or brought onto entity currently engaged by Seller to provide design, engineering, construction or other services for all or any portion of the Property pose no material threat except that Purchaser shall be permitted to use the safety Seller's surveyor, title company, environmental company and physical inspector for Purchaser's third party diligence reports, and (b) any governmental or quasi-governmental authority with jurisdiction over the Property. The Parties agree that should Purchaser wish to engage any legal counsel for zoning and/or real estate related work that Seller also engaged or sought to engage, the Parties will sign a joint conflict waiver and waive any claim of persons or the environment and cause no damage privilege over zoning and/or real estate information related to the Property or other property and this does not constitute a more general waiver of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineersprivilege.

Feasibility Period. 5.1 Subject to the terms Tenant shall have a period of section 5.3 below, for thirty five one hundred eighty (35180) calendar days following from the Effective Date of this Lease (i.e., through May 25, 1999 if the “Feasibility Period”) to determine the feasibility of Tenant’s planned use of the Leased Premises. At all times from and after the Effective Date is April 20Tenant, 1999) its employees, agents and contractors shall have full access to the Leased Premises to perform all engineering, environmental, geotechnical, and other tests, inspections, investigations, surveys and assessments which Tenant may, in its sole discretion, find necessary or convenient to determine the feasibility of Tenant’s planned use of the Leased Premises. Such activities may include, but are not limited to, boundary and topographic surveys, wetlands surveys and determinations, geotechnical soil borings and analyses, Phase I and II environmental assessments (the "Feasibility Period"including, but not limited to, testing of soil, sediments, fill material, ground water and surface water), Purchaserand such other physical tests and inspections (invasive and non-invasive) of the Leased Premises which Tenant may deem necessary or advisable in its sole discretion. Upon completion of Xxxxxx’s inspection activities under this paragraph and if Tenant elects to terminate this Lease pursuant to this Section 2.03, Tenant will restore the Leased Premises to its pre-existing condition. Xxxxxx agrees to indemnify and hold the Landlord harmless from and against any and all liability, claims and damages that may arise from activities of Tenant, its agentsemployees, contractors, engineerssubcontractors, surveyorsagents or assigns, attorneys, and employees ("Consultants") shall have the right from under this paragraph. At any time to time to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect prior to the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. EDT on the date of expiration end of the Feasibility Period, Tenant may, for any reason in its sole and absolute discretion, terminate this Lease upon written notice to Landlord. If Purchaser exercises such right Tenant wishes to terminateproceed with this Lease beyond the Feasibility Period, Tenant shall provide written notice to Landlord during the Feasibility Period that Tenant is not terminating this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to PurchaserLease. If Purchaser Tenant fails to provide Seller with written Notice of cancellation notice to Landlord prior to the end of the Feasibility Period in strict accordance that Xxxxxx has elected to proceed with the Notice provisions of this Purchase ContractLease, then this Purchase Contract Lease shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction automatically terminate as of the conditions end of the Feasibility Period and neither party shall have any further obligations hereunder other than those matters expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase ContractLease. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers.

Feasibility Period. 5.1 Subject to the terms of section Section 5.3 below, for thirty five (35) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) (the "Feasibility Period")until Closing or termination of this Purchase Contract, Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("“Consultants"”) shall have the right from time to time to enter onto the PropertyProperty to do the following: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, environmental site assessments, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the PropertyProperty and the Interests. 5.1.3 To ascertain and confirm the suitability of the property Property for Purchaser's ’s intended use of the Property. 5.1.4 To review all Materials (other than Seller’s proprietary information). 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 Section 5.1 above appear unsatisfactory to Purchaser for any reasonreason in its sole discretion, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent the Title Insurer on or before 5:00 p.m. EDT prevailing Atlanta, Georgia local time on the date of the expiration of the Feasibility Period. If Purchaser exercises such right to terminate, (a) this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3the Surviving Obligations, and Escrow Agent (b) Purchaser shall forthwith deliver promptly return to Seller or destroy any reports, tests, analyses, studies, or surveys prepared in connection with the Quitclaim Deed of all of Purchaser's right and interest in the Property to SellerProperty, and then promptly return (c) the Initial Deposit will be returned to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to on or before the end expiration of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, Purchaser shall deliver the Second Deposit to Title Insurer and the Deposit will become non-refundable and, except as otherwise expressly contemplated hereby, this Purchase Contract shall remain in full force and effect effect, and Purchaser's ’s obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE ARTICLES 9, 13 and 14 hereof. 5.3 Purchaser shall indemnify and hold Seller and Property Owner harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Xxxxxxxxx and reasonably approved by Seller) and hold Seller and Property Owner harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller and Property Owner shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that that, in their Seller’s reasonable judgment judgment, could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's ’s interest therein. Purchaser shall exercise commercially reasonable efforts to minimize disruption to the Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to as near as is reasonably possible to the same condition existing that existed immediately prior to Purchaser's ’s exercise of its rights pursuant to this ARTICLE 5 at Purchaser's ’s sole cost and expense. Notwithstanding anything herein to the contrary, Purchaser shall have no liability to Seller under this Section 5.3 for pre-existing conditions upon the Property or the negligence or willful misconduct of Seller or Property Owner. Purchaser shall cause its Consultants entering the Property to maintain casualty insurance and comprehensive public commercial general liability insurance with broad form contractual and personal injury liability endorsements with respect to Consultants’ activities on the Property and Purchaser's activities carried on thereinpursuant to this ARTICLE 5, in amounts and with such insurance carriers as shall be reasonably approved by Seller and naming Property Owner as additional insureds, with endorsements acceptable to Property Owner, including a waiver of defenses of the amounts set forth below. Such liability insurer based on the actions or inaction of Consultants (which insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, must be reasonably approved by water or otherwiseProperty Owner). The provisions of this Section 5.3 shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's ’s or materialman's ’s liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give email or telephone notice to Seller Property Owner a reasonable time prior to entry onto the Property, shall deliver proof of insurance coverage required above to Property Owner and shall permit Seller Property Owner to have a representative present during all investigations and inspections conducted with respect to on the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property (all such damage to be promptly repaired) or other property of Seller Property Owner or other persons. All non-public information made available by Seller Property Owner to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its Consultants, agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of evaluating or consummating the transaction contemplated by this Purchase Contract, including Purchaser's ’s attorneys and representatives, prospective lenders and engineers. 5.5 Seller and Property Owner shall make available for inspection at the Property (or deliver to Purchaser, as reasonably determined by Purchaser and Seller) within two (2) Business Day from the Effective Date the materials and information listed on Exhibit 5.5 attached hereto and made a part hereof (the “Materials”), to the extent in Property Owner’s or Seller’s possession or control. Additionally, Seller agrees to (i) upon email request from Purchaser, provide to Purchaser during the term of this Purchase Contract operating reports of the Property (such requests may include, but are not limited to, a current rent roll, leasing activity summary report and projected occupancy report) and copies of all Leases executed in the prior seven days, (ii) make available for weekly status calls the property managers for the Property and Xxx Xxxxxx, Regional Manager, and (iii) notify Purchaser prior to the expiration of the Feasibility Period of any property level staff Seller intends to retain after Closing. In no event shall Seller be required to disclose to Purchaser information regarding the partners of Seller, distributions to partners or other partnership information not relating to the condition or operation of the Property or appraisals or other valuation information). If the sale of the Property is not closed by the date fixed therefor or if the Purchase Contract is terminated for any reason, Purchaser shall, within five (5) calendar days, destroy or return all such Materials to Seller. The provisions of this Section 5.5 shall survive the Closing or termination of this Purchase Contract.

Feasibility Period. 5.1 Subject 3.1. Purchaser commenced its due diligence investigation of the Premises on the date of the term sheet executed by Sellers and Purchaser in connection with the Premises. Purchaser shall have a period ending October 31, 1996 to review the terms Inspection Items and to otherwise complete its due diligence investigation and inspection of section 5.3 below, for thirty five (35) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) Premises (the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then . Purchaser shall have the right to terminate this Purchase Contract by giving written Notice Agreement at any time prior to that effect to Seller and Escrow Agent on or before 5:00 p.m. EDT on the date of expiration of the Feasibility Period, by written notice to Sellers and Escrow Agent (the "Termination Notice"), if Purchaser is dissatisfied with any aspect of the Premises in Purchaser's sole discretion. If Purchaser exercises such right to terminate, this Purchase Contract shall terminate and this Agreement pursuant to this Section 3.1 on or before the last day of the Feasibility Period, then Purchaser shall be entitled to a refund of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to PurchaserDeposit. If Purchaser fails shall not have provided notice of termination of this Agreement pursuant to provide Seller with written Notice of cancellation prior to this Section 3.1 during the end of Feasibility Period, then from and after the Feasibility Period Purchaser shall be deemed to have waived its right to terminate this Agreement as permitted under this Section 3.1 and to accept the Premises in strict accordance with their present condition. After the Notice provisions of this Purchase ContractFeasibility Period, this Purchase Contract shall remain in full force and effect and Purchaser's and Xxxxxx'x obligation to purchase close the Property transactions contemplated hereby shall be unconditional, the Deposit shall be non-contingent refundable, and unconditional except only for satisfaction of neither Purchaser nor Xxxxxx shall have any termination rights hereunder whatsoever (provided that the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser foregoing shall indemnify and hold Seller harmless not invalidate Purchaser's remedies for any actions taken default by Purchaser and its Consultants on the Property. Purchaser shall indemnifySellers, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in the amounts as set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this in Section shall survive the Closing or termination of this Purchase Contract8). 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers.

Feasibility Period. 5.1 Subject 3.1. Purchaser commenced its due diligence investigation of the Premises on the date of the term sheet executed by Sellers and Purchaser in connection with the Premises. Purchaser shall have a period ending October 31, 1996 to review the terms Inspection Items and to otherwise complete its due diligence investigation and inspection of section 5.3 below, for thirty five (35) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) Premises (the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then . Purchaser shall have the right to terminate this Purchase Contract by giving written Notice Agreement at any time prior to that effect to Seller and Escrow Agent on or before 5:00 p.m. EDT on the date of expiration of the Feasibility Period, by written notice to Sellers and Escrow Agent (the "Termination Notice"), if Purchaser is dissatisfied with any aspect of the Premises in Purchaser's sole discretion. If Purchaser exercises such right to terminate, this Purchase Contract shall terminate and this Agreement pursuant to this Section 3.1 on or before the last day of the Feasibility Period, then Purchaser shall be entitled to a refund of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to PurchaserDeposit. If Purchaser fails shall not have provided notice of termination of this Agreement pursuant to provide Seller with written Notice of cancellation prior to this Section 3.1 during the end of Feasibility Period, then from and after the Feasibility Period Purchaser shall be deemed to have waived its right to terminate this Agreement as permitted under this Section 3.1 and to accept the Premises in strict accordance with their present condition. After the Notice provisions of this Purchase ContractFeasibility Period, this Purchase Contract shall remain in full force and effect and Purchaser's and Xxxxxx'x obligation to purchase close the Property transactions contemplated hereby shall be unconditional, the Deposit shall be non-contingent refundable, and unconditional except only for satisfaction of neither Purchaser nor Xxxxxx shall have any termination rights hereunder whatsoever (provided that the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser foregoing shall indemnify and hold Seller harmless not invalidate Purchaser's remedies for any actions taken default by Purchaser and its Consultants on the Property. Purchaser shall indemnifySellers, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in the amounts as set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this in Section shall survive the Closing or termination of this Purchase Contract8). 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers.

Feasibility Period. 5.1 Subject A. This Agreement shall be contingent upon Purchaser's satisfaction with the Property and the condition thereof and its suitability for Purchaser's intended use, as well as Purchaser's ability to finance the terms of section 5.3 belowProperty, for thirty five (35) calendar days following as determined in Purchaser's sole and absolute discretion and judgment during the period commencing on the Effective Date and ending upon the later of (i.e., through May 25, 1999 if i) thirty-five days after the Effective Date or (ii) the date which is April 20five (5) days after Seller shall have delivered to Purchaser Tenant Estoppels (as hereinafter defined) in compliance with the requirements of Section 8(E) hereof from Tenants representing at least fifty percent (50%) of the aggregate leased and occupied leasable area located in the Property, 1999as defined in Section 8(E) hereof (the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to B. During the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1Feasibility Period, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice obtain appraisals and physically inspect the condition of the Property and to conduct various studies and tests with respect to the Property that effect Purchaser, in its sole discretion, deems desirable, including, but not limited to, financing availability, economic feasibility studies, entitlement reviews and investigations, title and survey reviews, drainage and wetlands reviews and investigations, soil tests, engineering and structural tests and inspections, other physical site inspections, environmental and hazardous and toxic waste tests, and hydrology tests, as well as any other tests, studies or investigations it desires, but subject to the following: (1) Purchaser shall notify Seller and Escrow Agent on not less than forty-eight (48) hours in advance of any entry, inspection, or before 5:00 p.m. EDT test on the date Property, and permit Seller to accompany Purchaser on any such entry, inspection, or test. (2) Purchaser shall promptly after completion of expiration any entry, inspection or test, restore the Property, at its sole cost, to the condition which existed immediately prior thereto. (3) Purchaser assumes any risk of damage or destruction to property or injury to persons resulting from its surveys, studies, tests, engineering, structural and other investigations and environmental assessments of the Property , and agrees to defend, indemnify and save Seller harmless from and against all claims or demands, liabilities, costs, losses, damages, suits, proceedings and similar obligations (including without limitation, reasonable attorneys fees and costs) incurred directly on account of any loss, damage or injury to any person or property by reason of any act or omission of Purchaser, its consultants, agents, contractors, representatives and employees in conducting such surveys, studies, tests, investigations and assessments. (4) Purchaser agrees that if the need arises to notify under applicable laws any federal, state or local public agencies of any conditions on the Property, as a result of any findings in the environmental assessment or any other test, investigation or study performed by or for Purchaser, Purchaser shall immediately notify Seller and, to the extent consistent with applicable law, Seller, not Purchaser, shall make such disclosure as Seller deems appropriate. In no event shall this subsection require Purchaser to violate any obligation, duty or requirement of applicable law, and if Seller does not so notify such public agency in a timely manner after such notice, Purchaser may do so if required. (5) Purchaser shall take no action which would permit the imposition of a mechanic's or material man's lien against the Property, and Purchaser, by execution of this Agreement, hereby indemnifies and holds harmless Seller from and against any and all liability, cost or expense (including reasonable counsel fees and court costs) imposed upon or asserted against Seller as a result of any activity on the Property by Purchaser, its agents, representatives, contractors or employees. C. At any time during the Feasibility Period. If Purchaser exercises such right , Purchaser, in Purchaser's sole and absolute discretion, may, upon written notice to Seller, terminate this Agreement, in which event, all of the rights, duties, and obligations of the parties shall immediately terminate, and this Purchase Contract Agreement shall terminate be null, void and be of no further force and or effect, subject except that any obligations of Purchaser under this Section 3 or elsewhere in this Agreement to either restore the Property or to indemnify and except for hold harmless Seller shall survive the termination of this Agreement. If, in Purchaser's liability under Section 5.3sole judgment and discretion, Purchaser decides that it does not wish to proceed with the purchase, Purchaser may give Seller written notice of such fact on or before the end of the Feasibility Period and Escrow Agent shall forthwith deliver in accordance with the Quitclaim Deed provisions of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to Purchaserthis Agreement. If Purchaser fails to provide Seller with written Notice of cancellation Upon termination prior to the end of the Feasibility Period in strict accordance with the Notice provisions of this Purchase ContractAgreement, the Escrow Holder shall immediately return the Earnest Money to Purchaser. D. The parties acknowledge that the six Sites shall be conveyed to Purchaser as a single "all or nothing" transaction, and Purchaser shall have no ability to terminate this Agreement as to a particular Site. E. If Purchaser does not notify Seller in accordance with the provisions of this Agreement, on or before the end of the Feasibility Period, of Purchaser's election to proceed to Closing, this Purchase Contract Agreement shall remain in full force automatically terminate, and effect the Earnest Money shall be refxxxxx xo Purchaser promptly following the expiration of the Feasibility Period. F. Seller shall cooperate reasonably with Purchaser and Purchaser's obligation to purchase the Property shall be non-contingent agents, employees, and unconditional except only for satisfaction of the conditions expressly stated representatives in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (connection with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveysPurchaser's inspections, tests, investigations surveys and studies of the like. Property, but shall not be obligated to incur any costs or liability in connection therewith, except as expressly set forth to the contrary in this Agreement. G. Before entering onto the Property to conduct physical tests pursuant to this Agreement, Purchaser or its testing agent shall provide to Seller shall have the righta certificate of insurance evidencing a policy of commercial general liability insurance, without limitationin form and content satisfactory to Seller in its reasonable opinion, to disapprove naming Seller as an additional insured, insuring Purchaser against any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in liability arising out of any injury to the Property or breach death of any agreementperson, or expose Seller damage to any liabilityproperty, costsproximately caused by Purchaser, liens its agents, representatives, contractors or violations employees. Such policy shall have limits of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller at least $500,000 as to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on thereinor death, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect 2,000,000 as to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections deductible amounts of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser more than $10,000 for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineerseach occurrence.

Feasibility Period. 5.1 Subject to During the terms of section 5.3 below, for thirty five (35) calendar days following period commencing upon the Effective Date hereof and expiring at 5:00 p.m. Eastern Time on the date which is sixty (i.e.60) days thereafter or the next succeeding Business Day if such sixtieth (60th) day is not a Business Day, through May 25Purchaser and Purchaser's representatives, 1999 if the Effective Date is April 20agents, 1999) employees, consultants, inspectors, appraisers, engineers and contractors (collectively the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants's Parties") shall have the right from time to time to enter onto of investigation and inspection of the Property: 5.1.1 To conduct , documents, reports, studies and make plans, in Seller's current possession or control, as listed on attached Exhibit C (collectively the "Seller's Materials") and any and all customary studiesother information, tests, examinations and inspections, or investigations of or concerning reasonably requested by Purchaser at no cost to Seller relating to the Property in Seller's possession or control, during the remainder of this time (including without limitation" the Feasibility Period") to determine, engineering in Purchaser's sole and feasibility studiesabsolute discretion, evaluation of drainage whether or not the Property is acceptable to Purchaser and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property suitable for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then use. Purchaser shall have be provided access to the right to terminate this Purchase Contract by giving Property upon prior written Notice to that effect notice to Seller and Escrow Agent on or before 5:00 p.m. EDT on the date of expiration of the Feasibility Period. If Purchaser exercises such right to terminate, this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to the end of the Feasibility Period in strict accordance with the Notice provisions procedure set forth in Section 2.03(a) for the sole purpose of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be conducting such invasive or non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnifyinvasive investigations, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claimsborings, damagestest pits, costs and liability which may arise due to such entriesinspections, audits, analyses, surveys, tests, investigations examinations, and other tests and studies of the likeProperty as Purchaser has deemed necessary or desirable to determine whether the Property is suitable for Purchaser's purposes in Purchaser's sole and absolute discretion. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury Purchaser's access to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent shall be governed by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption terms of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expenseContract. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to not alter or damage the Property in any manner and Purchaser's activities carried on therein, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens to be filed against all or any other liens part of the Property that arise from Purchaser's or Purchaser Parties' activities concerning the Property. Seller shall have the absolute right to attach be present at all times when any of the Purchaser Parties are present at the Property pursuant to this Contract. In the event the Purchaser terminates this Agreement, Purchaser, at no cost to Seller, shall deliver copies of all third-party reports to Seller after the Deposit is returned to Purchaser. (a) In exercising its right of access to, or inspection of, the Property, Purchaser shall notify Seller's representative, Cxxxx Xxxx at cxxxx(@.axxx.xxx at least one (1) Business Day (or such shorter period as approved by Seller's representative by email) prior to any proposed access to the Property (each of which must be expressly approved in advance by reason of the performance of any work or the purchase of any materials Seller by Purchaser or any other party in connection with any studies or electronic mail) to perform inspections and tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, including surveys, environmental studies and examinations. All such inspections and tests undertaken by or on behalf of Purchaser shall be conducted in strict accordance with all equipmentapplicable laws and regulations and in a manner reasonably acceptable to Seller. (b) Purchaser shall be entitled to contact any Knowledgeable Party (hereinafter defined), materials whether directly or indirectly, by e-mail or personal contact, or through any intermediaries, and substances generatedPurchaser and Purchaser Parties shall be permitted without Seller's consent to conduct routine municipal lien search/zoning analysis and building permit searches with all applicable governmental authorities. Seller shall also provide Purchaser and Purchaser Parties with reasonable contact and communication during the term of this Contract to an on-site property representative. Seller (and, at Seller's option, Seller's counsel) shall have the absolute right to be present at any meetings (including meetings conducted by telephone) with any Knowledgeable Party. Purchaser shall provide copies of any correspondence sent to or received from any such Knowledgeable Party within two (2) Business Days after receipt or dispatch, as the case may be. Purchaser shall not have the right to make any commitments to any Knowledgeable Party that are in any way binding on Seller or the Property. As used herein, the term "Knowledgeable Party" shall mean any of the following: (a) any person or brought onto entity currently engaged by Seller to provide design, engineering, construction or other services for all or any portion of the Property pose no material threat except that Purchaser shall be permitted to use the safety Seller's surveyor, title company, environmental company and physical inspector for Purchaser's third party diligence reports, and (b) any governmental or quasi-governmental authority with jurisdiction over the Property. The Parties agree that should Purchaser wish to engage any legal counsel for zoning and/or real estate related work that Seller also engaged or sought to engage, the Parties will sign a joint conflict waiver and waive any claim of persons or the environment and cause no damage privilege over zoning and/or real estate information related to the Property or other property and this does not constitute a more general waiver of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineersprivilege.

Feasibility Period. 5.1 a. For a period beginning on the Effective Date and expiring 5:00 p.m. PST January 15, 2021 (“Feasibility Period”), Purchaser shall be, at Purchaser’s sole cost and expense, entitled to inspect the Property, to conduct such tests, surveys, analysis and feasibility studies of the Property as Purchaser deems necessary, and to meet with governmental entities regarding the feasibility of Purchaser’s intended use of the Property. Without limiting the generality of the foregoing, Purchaser (and persons authorized by Purchaser) shall have the right and authority to go upon the Property, from time to time on one or more occasions, for feasibility determinations including, without limitation: (1) determining the adequacy of access, zoning and other restrictions on the use of the property; (2) performing environmental, soils and subsoil tests, engineering and drainage studies; (3) investigate the economic feasibility of financing, and (4) obtain any necessary entitlement or permits. Seller Initials Purchaser Initials b. Seller agrees to cooperate with Purchaser in connection with the tests, investigation, license application(s) and inspection of the Property, and agrees to furnish Purchaser, within five (5) days of the Effective Date, with building plans, reports & copies of any and all documents and materials in Seller’s possession relating to the Property. c. Purchaser shall provide Seller, within fifteen (15) days from the Effective Date, with a signed term sheet from Purchaser’s lender indicating that lender will loan Purchaser up to seventy-five percent (75%) of the value of the Property upon satisfaction of all of lender’s requirements for such loan (“Prequalification Letter”). In the event Purchaser fails to provide the Prequalification Letter, Seller reserves the right to terminate the Agreement for a period of three (3) days after Purchaser was required to deliver the Prequalification Letter, and if Seller terminates the Agreement then the Deposit shall be refunded to Purchaser. If Seller does not terminate this Agreement within such period, then Seller’s ability to terminate for Purchaser’s failure to deliver a Prequalification Letter shall be waived and of no further force or effect. d. Purchaser may terminate the Agreement for any reason or for no reason at all and such termination shall be made by notifying Seller and Escrow Agent in writing on or before expiration of the Feasibility Period and upon such notice this Agreement shall terminate. Purchaser shall promptly repair any damage to the Property caused by Purchaser or its agents, officers or employees as necessary to restore the Property to its original condition existing prior to entry or inspection by Purchaser, Escrow Agent shall return the Deposit to Purchaser without instruction from Seller, and neither Purchaser nor Seller shall have any further obligations hereunder. e. Subject to the terms of section 5.3 belowthis Agreement, should Purchaser fail to deliver written notice that the Property is not suitable on or before the expiration of the Feasibility Period as indicated in Section 4.d., or if Purchaser notifies Seller in writing that the Property is suitable for thirty five the purposes contemplated hereby, Purchaser shall deposit an additional One Hundred Thousand Dollars (35) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999$100,000.00) (the "Feasibility Period"), Purchaser, initial $50,000.00 Deposit and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants"$100,000.00 additional deposit are collectively the “Deposit”) shall have the right from time to time to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. EDT on the date of expiration of the Feasibility Period. If Purchaser exercises such Upon expiration of the Feasibility Period, Purchaser’s right to terminate, this Purchase Contract terminate pursuant to Section 4.d. shall terminate be waived and be of no further force and or effect, subject and the Deposit shall be earned by Seller, non-refundable to and Purchaser (except for Purchaser's liability under Section 5.3in the event of an uncured Seller default, casualty or condemnation, all as further provided below), applicable to the Purchase Price at Closing, and Escrow Agent Fifty Thousand Dollars ($50,000.00) of the Deposit shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property be immediately released to Seller, and then promptly return . The remaining One Hundred Thousand Dollars of the Deposit to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to the end of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be escrow with Escrow Agent non-contingent and unconditional refundable to Purchaser (except only for satisfaction in the event of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9.an uncured Seller default, casualty or condemnation, all as further provided below). Seller Initials Purchaser Initials 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. f. Purchaser shall indemnify, hold harmless and defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, loss, cost, damage or expense (including actual attorney’s fees and costs), liens of whatsoever nature relating to or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies injury to persons or tests conducted by damage to property, where such injury or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect damage arises from or relates to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Propertyentry upon, and all equipmentoccupation, materials and substances generated, used use or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase inspection of the Property by Purchaser, its agents, officers or employees. In addition, Purchaser shall use its best efforts to prevent its agents and employees keep the Property free from divulging such information to any unrelated third parties except lien(s) which could arise as reasonably necessary to third parties engaged a result of the exercise by Purchaser for of any of its rights under this Section 4. Notwithstanding anything to the limited purpose contrary herein, Purchaser’s duties and obligations under this Section 4 shall survive any termination of analyzing and investigating such information for this Agreement or the purpose transfer of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineerstitle as provided herein.

Feasibility Period. 5.1 Subject to the terms of section Section 5.3 below, for thirty five (35) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) (the "Feasibility Period")until Closing or termination of this Purchase Contract, Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("“Consultants"”) shall have the right from time to time to enter onto the PropertyProperty to do the following: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property and Property Owner (including without limitation, engineering and feasibility studies, environmental site assessments, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the PropertyProperty and the Interests. 5.1.3 To ascertain and confirm the suitability of the property Property for Purchaser's ’s intended use of the Property. 5.1.4 To review all Materials (other than Seller’s proprietary information). 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 Section 5.1 above appear unsatisfactory to Purchaser for any reasonreason in its sole discretion, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. EDT on the date of expiration of the Feasibility Period. If Purchaser exercises such right to terminate, (a) this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3the Surviving Obligations, and Escrow Agent (b) upon the request of Seller, Purchaser shall forthwith promptly deliver the Quitclaim Deed to Manager (without recourse or warranty of any kind) copies of all of Purchaser's right and interest or selected reports, tests, analyses, studies, or surveys prepared by third party Consultants which delivered to Purchaser in connection with the Property to SellerProperty, and then promptly return (c) the Deposit will be returned to Purchaser. If Purchaser fails to provide Seller with written Notice notice of cancellation prior to on or before the end expiration of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, Purchaser shall deliver the Second Deposit to Title Insurer and the Deposit will become non-refundable, except as otherwise expressly contemplated hereby, this Purchase Contract shall remain in full force and effect effect, and Purchaser's ’s obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE ARTICLES 9, 12, 13 and 14. 5.3 Purchaser shall indemnify and hold Seller and Property Owner harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller and Property Owner harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller and Property Owner shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that that, in their Seller’s reasonable judgment judgment, could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's ’s interest therein. Purchaser shall exercise commercially reasonable efforts to minimize disruption to the Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's ’s exercise of its rights pursuant to this ARTICLE 5 at Purchaser's ’s sole cost and expense. Notwithstanding anything herein to the contrary, Purchaser shall have no liability to Seller under this Section 5.3 for pre-existing conditions upon the Property. Purchaser shall maintain casualty insurance and comprehensive public commercial general liability insurance with broad form contractual and personal injury liability endorsements with respect to Purchaser’s activities on the Property and Purchaser's activities carried on thereinpursuant to this ARTICLE 5, in amounts (including deductible amount of no more than $10,000 per occurrence and in the amounts set forth belowaggregate) and with such insurance carriers as shall be reasonably approved by Seller and naming Property Owner as additional insureds, with endorsements acceptable to Property Owner, including a waiver of defenses of the insurer based on the actions or inaction of Purchaser (which insurance must be reasonably approved by Property Owner). Such liability insurance shall be on an occurrence basis and shall provide coverages combined single limit coverage of not less than $1,000,000.00 2,000,000.00 (per occurrence and in the aggregate) for injury or bodily injury, death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's ’s or materialman's ’s liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice Notice to Seller Property Owner a reasonable time prior to entry onto the Property, shall deliver proof of insurance coverage required above to Property Owner and shall permit Seller Property Owner to have a representative present during all investigations and inspections conducted with respect to on the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property (all such damage to be promptly repaired) or other property of Seller Property Owner or other persons. All non-public information made available by Seller Property Owner to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by PurchaserPurchaser (which may be used with its lenders, investors and their respective consultants, agents, attorneys, accountants and employees), and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its Consultants, agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of evaluating or consummating the transaction contemplated by this Purchase Contract, including Purchaser's ’s attorneys and representatives, prospective lenders and engineers. 5.5 Seller and Property Owner shall make available for inspection at the Property (or deliver to Purchaser, as reasonably determined by Purchaser and Seller) within two (2) calendar days from the Effective Date the materials and information listed on Exhibit 5.5 attached hereto and made a part hereof (the “Materials”), to the extent in Property Owner’s or Seller’s possession or control. In no event shall Seller be required to disclose to Purchaser information regarding the partners of Seller, distributions to partners or other partnership information not relating to the condition or operation of the Property or appraisals or other valuation information). If the sale of the Property is not closed by the date fixed therefor or if the Purchase Contract is terminated for any reason, Purchaser shall, within five (5) calendar days, return all such Materials to Seller. The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.6 Prior to expiration of the Feasibility Period, Seller and Purchaser shall agree on a list of Fixtures and Tangible Personal Property.

Feasibility Period. 5.1 Subject to the terms of section 5.3 below, for thirty twenty-five (3525) calendar days following the Effective Date (i.e., through May 25July 31, 1999 if the Effective Date is April 20July 6, 1999) (the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property, and to review copies of Seller's files with respect to the Property (other than proprietary information and confidential financial information of Seller relating to Seller's loan application). Seller agrees to use its best efforts to provide copies of such documents or give Purchaser access to such documents (including all documentation evidencing the Loan, other than proprietary information and confidential financial information of Seller relating to Seller's loan application) promptly after the Effective Date. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then Purchaser shall have the right to terminate allow this Purchase Contract to terminate by giving failing to give written Notice of its approval of the matters referred to that effect in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above to Seller and Escrow Agent on or before 5:00 p.m. EDT EST on the date of expiration of the Feasibility Period. If Purchaser exercises fails to timely deliver such right Notice to terminateSeller and Escrow Agent, this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's any liability of Purchaser under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Initial Deposit to Purchaser. If Purchaser fails to provide provides Seller with written Notice of cancellation its approval of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above prior to the end of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, Purchaser shall deliver the Additional Deposit to Escrow Agent, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 99 and the performance by Seller of its obligations hereunder. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like; provided, however, the foregoing indemnity does not include liability for claims, damages and costs resulting from conditions in existence prior to such entry by Purchaser or its Consultants unless, and then only to the extent that such actions by Purchaser or its Consultants increase Seller's liability therefor. Without limiting the generality of the foregoing, Purchaser shall have no liability for the discovery or, to the extent required by applicable law, reporting of adverse conditions at the Property; provided, however, that Purchaser shall use its best efforts to advise Seller, in writing, of any such adverse conditions at the Property. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest thereintherein (but Seller agrees not to unreasonably withhold its approval to any commercially reasonable activities described in Section 5.1.1 hereof and specifically agrees that the performance of a "Phase I" environmental site assessment and any subsequent testing or assessment recommended by such "Phase I" assessment shall be permitted). No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in amounts (including deductible amounts) and with such insurance carriers as shall be approved by Seller and naming Seller and its affiliates as Loss Payees or Additional Insureds (at the amounts set forth belowoption of Seller), with endorsements acceptable to Seller, including a waiver of defenses of the insurer based on the actions or inaction of Purchaser. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice Notice to Seller a reasonable time (i.e., at least Twenty-four [24] hours) prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections reasonably necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best commercially reasonable efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineersengineers and prospective financial partners.

Feasibility Period. 5.1 Subject to the terms A. For a period of section 5.3 below, for thirty five Thirty (3530) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) execution of this Agreement by all parties (the "“Feasibility Period"”), Purchaser, its agents and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to to: (i) enter onto the Property: 5.1.1 To conduct and make any and all customary studies, testswith Seller’s permission which will not be unreasonably withheld, examinations and inspections, or investigations for the purpose of or concerning inspecting the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil performing tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property as are suitable for Purchaser's ’s intended purpose; and (ii) seek zoning information from the local governing authority concerning Purchaser’s intended use of the Property. 5.2 Should the results B. Within ten (10) days after Seller’s receipt of any a fully executed copy of this Agreement, if not previously delivered, Seller shall deliver to Purchaser copies of the matters following materials related to the Property if in Seller’s possession: (i) any Phase I or other environmental studies; (ii) a current survey; (iii) the most current owner’s title insurance policy; and (iv) all leases and rent rolls for each tenant identified in SCHEDULE A (including without limitation, the base monthly rental and all taxes, insurance, and other pass-throughs paid by the tenant), and all contracts affecting the Property that are not terminable at will. Items (i) through (iv) are collectively referred to in sub-paragraphs 5.1.1as the “Materials”. C. In Purchaser’s sole discretion, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser if the Property is not suitable for any reasonPurchaser’s intended purpose, then Purchaser shall have the right to terminate this Purchase Contract by giving right, upon written Notice to that effect notice to Seller and Escrow Agent on or before 5:00 p.m. EDT on prior to the date of expiration of the Feasibility Period. If , to terminate this Agreement, in which event the Deposit shall be refunded in full to Purchaser exercises such right to terminate, this Purchase Contract and the parties shall terminate and be of have no further force and effectobligation or liability to one another, subject to and except for Purchaser's any liability under Section 5.3pursuant to the indemnity provisions of Paragraphs 4D., 10 and 11. The Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to within seven (7) days after receipt of Purchaser’s termination of the Agreement. Purchaser acknowledges that the Feasibility Period will not be extended for any reason, regardless of whether Purchaser has completed its inspections or zoning inquiry. D. If Purchaser fails to provide Seller with written Notice acquire the Property, Purchaser agrees: (i) to repair any damage arising as a result of cancellation prior to the end its exercise of the Feasibility Period in strict accordance with the Notice provisions right of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated access granted in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall Paragraph 4; (ii) to indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, kind or expose Seller to any liability, costs, liens or violations nature whatsoever as a result of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on thereinsuch right of access, in the amounts set forth below. Such liability insurance shall provide coverages other than as a result of not less than $1,000,000.00 for injury Seller’s negligence or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work misconduct or the purchase negligence or misconduct of any materials by Purchaser Seller’s agents, employees or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice contractors; and (iii) to Seller a reasonable time prior return the Materials to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineersSeller.

Feasibility Period. 5.1 Subject to the terms of section 5.3 below, for thirty 4.1 For forty five (3545) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) (the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to enter onto the Property: 5.1.1 4.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including including, without limitation, Phase I environmental studies, engineering and feasibility studies, evaluation of drainage and flood plain, plain soil tests for bearing capacity and percolation and percolation, surveys, including topographical surveys, and interviews with each of the Tenants provided that Purchaser has provided prior written notice to Seller of such proposed interviews and a representative of Seller is present for such interviews). 5.1.2 4.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 4.1.3 To ascertain and confirm the suitability of the property Property for Purchaser's intended use of the Property. 5.2 4.2 No later than two (2) Business Days after the Effective Date, Seller shall deliver to the Purchaser copies of existing Property Contracts and Commercial Leases and monthly operating statements and audited or unaudited annual operating statements for the Property from the period from January 1, 1996 through the Effective Date. In addition, following the Effective Date, Seller shall make available to Purchaser at the Property (in each case, to the extent in Seller's possession or control) the following with respect to the Property: (1) architectural and engineering plans; (2) reports and studies relating to the condition of the Property; (3) a list of Fixtures and Tangible Personal Property; (4) tenant correspondence files with respect to the Commercial Leases; (5) service and repair requests and work orders relating to the Property; (6) a list of accounts receivable; (7) copies of Commercial Lease termination notices relating to the Commercial Leases received by Seller which would be effective after the Closing Date; (8) copies of governmental permits, alarm registrations and other permits and licenses necessary for the operation of the Property (excluding, however, certificates of occupancy); and (9) all other documents under Seller's possession or control pertaining to the ownership or operation of the Property. 4.3 Should the results of any of the matters referred to in sub-paragraphs 5.1.14.1.1, 5.1.2 4.1.2 and 5.1.3 4.1.3 above or any other aspect of the Property discovered by Purchaser appear unsatisfactory to Purchaser for any reason, for any other reason, or for no reason whatsoever, in Purchaser's sole and absolute discretion, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. EDT EST on the date of expiration of the Feasibility Period. If Purchaser exercises such right to terminate, this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.34.4, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to the end of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-non- contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 4 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers.ARTICLE

Feasibility Period. 5.1 Subject to the terms of section Section 5.3 below, for thirty five (35) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) (the "Feasibility Period")until Closing or termination of this Purchase Contract, Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("“Consultants"”) shall have the right from time to time to enter onto the PropertyProperty to do the following: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, environmental site assessments, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the PropertyProperty and the Interests. 5.1.3 To ascertain and confirm the suitability of the property Property for Purchaser's ’s intended use of the Property. 5.1.4 To review all Materials (other than Seller’s proprietary information). 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 Section 5.1 above appear unsatisfactory to Purchaser for any reasonreason in its sole discretion, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent the Title Insurer on or before 5:00 p.m. EDT on the date of expiration of the Feasibility Period. If Purchaser exercises such right to terminate, (a) this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3the Surviving Obligations, and Escrow Agent (b) upon the request of Seller, Purchaser shall forthwith promptly deliver the Quitclaim Deed to Seller copies of all of Purchaser's right and interest or selected reports, tests, analyses, studies, or surveys prepared by third party Consultants in connection with the Property to SellerProperty, and then promptly return (c) the Initial Deposit will be returned to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to on or before the end expiration of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, Purchaser shall deliver the Second Deposit to Title Insurer and the Deposit will become non-refundable and, except as otherwise expressly contemplated hereby, this Purchase Contract shall remain in full force and effect effect, and Purchaser's ’s obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE ARTICLES 9, 13 and 14. 5.3 Purchaser shall indemnify and hold Seller and Property Owner harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller and Property Owner harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller and Property Owner shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that that, in their Seller’s reasonable judgment judgment, could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's ’s interest therein. Purchaser shall exercise commercially reasonable efforts to minimize disruption to the Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's ’s exercise of its rights pursuant to this ARTICLE 5 at Purchaser's ’s sole cost and expense. Notwithstanding anything herein to the contrary, Purchaser shall have no liability to Seller under this Section 5.3 for pre-existing conditions upon the Property. Purchaser shall maintain casualty insurance and comprehensive public commercial general liability insurance with broad form contractual and personal injury liability endorsements with respect to Purchaser’s activities on the Property and Purchaser's activities carried on thereinpursuant to this ARTICLE 5, in amounts (including deductible amount of no more than $10,000 per occurrence and in the amounts set forth belowaggregate) and with such insurance carriers as shall be reasonably approved by Seller and naming Property Owner as additional insureds, with endorsements acceptable to Property Owner, including a waiver of defenses of the insurer based on the actions or inaction of Purchaser (which insurance must be reasonably approved by Property Owner). Such liability insurance shall be on an occurrence basis and shall provide coverages combined single limit coverage of not less than $1,000,000.00 2,000,000.00 (per occurrence and in the aggregate) for injury or bodily injury, death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's ’s or materialman's ’s liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice Notice to Seller Property Owner a reasonable time prior to entry onto the Property, shall deliver proof of insurance coverage required above to Property Owner and shall permit Seller Property Owner to have a representative present during all investigations and inspections conducted with respect to on the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property (all such damage to be promptly repaired) or other property of Seller Property Owner or other persons. All non-public information made available by Seller Property Owner to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its Consultants, agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of evaluating or consummating the transaction contemplated by this Purchase Contract, including Purchaser's ’s attorneys and representatives, prospective lenders and engineers. 5.5 Seller and Property Owner shall make available for inspection at the Property (or deliver to Purchaser, as reasonably determined by Purchaser and Seller) within two (2) calendar days from the Effective Date the materials and information listed on Exhibit 5.5 attached hereto and made a part hereof (the “Materials”), to the extent in Property Owner’s or Seller’s possession or control. In no event shall Seller be required to disclose to Purchaser information regarding the partners of Seller, distributions to partners or other partnership information not relating to the condition or operation of the Property or appraisals or other valuation information). If the sale of the Property is not closed by the date fixed therefor or if the Purchase Contract is terminated for any reason, Purchaser shall, within five (5) calendar days, return all such Materials to Seller. The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.6 Prior to expiration of the Feasibility Period, Seller and Purchaser shall agree on a list of Fixtures and Tangible Personal Property.

Feasibility Period. 5.1 Subject to the terms of section Section 5.3 below, for thirty five (3530) calendar days following the Effective Date (i.e., through May 25October 1, 1999 if the Effective Date is April 20September 1, 1999) ), but in no event later than October 23, 1999 (the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.1.4 To review all Materials (as hereinafter defined) other than Seller's proprietary information, and to review the condition of the title to the Property. 5.2 Should Purchaser shall have the results right to either approve of the Property pursuant to any of the matters referred to in sub-paragraphs subparagraphs 5.1.1, 5.1.2 5.1.2, 5.1.3 and 5.1.3 above appear unsatisfactory to Purchaser for any reason5.1.4 ("Approval"), then Purchaser shall have the right to or terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. EDT EST on the date of expiration of the Feasibility Period. If Purchaser fails to deliver written Notice of Approval or exercises such right to terminate, this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to Purchaser. If Purchaser fails to provide provides Seller with written Notice of cancellation such Approval prior to the end of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-non- contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers.ARTICLE

Feasibility Period. 5.1 Subject to the terms of section Section 5.3 below, for thirty five (3530) calendar days following the Effective Date (i.e., through May 25November 3, 1999 if the Effective Date is April 20October 4, 1999) ), but in no event later than November 6, 1999 (the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.1.4 To review all Materials (as hereinafter defined) other than Seller's proprietary information. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 5.1.2, 5.1.3 and 5.1.3 5.1.4 above appear unsatisfactory to Purchaser for any reason or no reason, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect of termination to Seller and Escrow Agent on or before 5:00 p.m. EDT EST on the date of expiration of the Feasibility Period. If Purchaser exercises such right to terminate, this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to the end of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could would result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance The indemnification and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The restoration provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property Property, shall deliver proof of insurance coverage required above to Seller and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its Consultants, agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers. 5.5 Seller shall deliver to Purchaser within ten (10) calendar days from the Effective Date copies of all leases, contracts, engineering studies, surveys and other materials (the "Materials") in Seller's possession or control relating to the Property (other than proprietary information of Seller). If the sale of the Property is not closed by the date fix therefor, Purchaser shall, within five (5) calendar days, return all such Materials to Seller.

Feasibility Period. 5.1 Subject to the terms of section 5.3 below, for thirty five (35) calendar days following From and after the Effective Date (i.e.through December 19, through May 25, 1999 if the Effective Date is April 20, 1999) 2006 (the "“Feasibility Period"”), Purchaser shall be, at Purchaser’s sole cost and expense, entitled (i) to inspect the Property to conduct such tests, surveys, analyses and feasibility studies of or with respect to the Property as Purchaser deems necessary or advisable; (ii) to meet with governmental entities regarding the feasibility of development of, and its agentsother matters relating to, contractorsthe Property; and (iii) review and copy Seller’s files relating to the Property. In no event shall Seller be obligated to deliver or make available to Purchaser any of Seller’s internal memoranda, engineersattorney-client privileged materials or appraisals of the Property, surveyorsif any. Without limiting the generality of the foregoing, attorneysPurchaser (and persons or entities authorized by Purchaser) shall, and employees ("Consultants") shall subject to prior notice to Seller, have the right and authority to go upon the Premises, from time to time to enter onto on one or more occasions, for feasibility determinations including, without limitation (1) determining the Property: 5.1.1 To conduct adequacy, cost and make any availability of utilities, access, zoning and all customary studies, tests, examinations and inspections, or investigations of or concerning other restrictions on the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.2 Should ; (2) performing environmental, soils and subsoil tests, engineering and drainage studies; (3) obtaining any necessary entitlements or permits; (4) determining the results economic feasibility of any future development of the matters referred Property as related to in sub-paragraphs 5.1.1Purchaser’s use of the Property; and (5) conducting tenant interviews, 5.1.2 provided, however, that any such tenant interviews shall be coordinated and 5.1.3 above appear unsatisfactory arranged by Seller and Seller shall have the opportunity to be present during such tenant interviews. Purchaser must also coordinate with Seller and any such tenant prior to entering into any portion of the Premises that is demised under an existing Lease. Seller also shall make available to Purchaser for interviews regarding the Property, Xxxxx Xxxxxxx, the person responsible for in-house property management of the Property for Seller. Seller agrees to reasonably cooperate with Purchaser in connection with the tests, investigation and inspection of the Property. If Purchaser determines, in Purchaser’s sole and absolute discretion, that the Property is not suitable for any reason or no reason, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to notify Seller and Escrow Agent in writing on or before 5:00 p.m. EDT expiration of the Feasibility Period and upon such notice this Agreement shall terminate, Escrow Agent shall return the Deposit to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder, except for those obligations that expressly survive by their terms. If Purchaser notifies Seller that the Property is suitable for the purposes contemplated hereby, Purchaser’s right to object pursuant to this Section 4 shall be waived and of no further force or effect, and the Deposit shall become nonrefundable to Purchaser, except as otherwise provided in this Agreement, but remain applicable as a credit to the Purchase Price at Closing. Should Purchaser fail to give the notice described in the preceding sentence on or before the date of expiration of the Feasibility Period. If , then Purchaser exercises such right to terminate, this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to the end of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees have elected to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to terminate this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on thereinAgreement, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers.which case Escrow

Feasibility Period. 5.1 Subject Any other provisions of this Agreement to the terms of section 5.3 belowcontrary notwithstanding, for thirty five Purchaser may, during all reasonable hours and upon reasonable notice, prior to 5:00 P.M. on December 15, 1997 (35) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) (such period - herein referred to as the "Feasibility Period"), cause at Purchaser's sole cost and expense, such boring, engineering, water, sanitary and storm sewer, utilities, topographic, structural, and its agents, contractors, engineers, surveyors, attorneysother tests and investigations, and employees review such financial information and books and records, including leases, market studies and other studies as Purchaser shall elect; provided, however that any intrusive testing by Purchaser ("Consultants"such as soil borings, and the like) shall have be shall be subject to Seller's prior reasonable consent. In the right from time to time to enter onto the Property: 5.1.1 To conduct and make event that any and all customary studies, of such tests, examinations investigations and/or studies indicate, in Purchaser's sole and inspectionsabsolute discretion, or investigations of or concerning that Purchaser's plans for the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys). 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser would not be feasible for any reason, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent right, at its sole election on or before 5:00 p.m. EDT on the date of expiration last day of the Feasibility Period. If Purchaser exercises such right , to terminate, terminate this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property Agreement by giving written notice thereof to Seller, and then promptly return in which event this Agreement shall terminate, the Deposit shall be returned to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior and neither party shall have any further liabilities or obligations to the end of the other. Said Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-contingent and unconditional except only extended one (1) day for satisfaction of each day the conditions expressly stated Acceptance Date (as defined in this ARTICLE 5 and in ARTICLE 9. 5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the PropertySection 3 hereof) occurs after October 15, 1997. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in the amounts set forth below. Such liability insurance shall provide coverages of not less than $1,000,000.00 for injury or death to repair any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, by water or otherwise). The provisions of this Section shall survive the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of that may be caused by its inspections and to indemnify and defend Seller or other persons. All information made available by and its partners, affiliates, agents and employees, and hold Seller to Purchaser in accordance with this Purchase Contract or obtained by Purchaser in the course of and its investigations shall be treated as confidential information by Purchaserpartners, andaffiliates, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging harmless against any property damage or physical injury suffered as a result of such information inspections, investigations, studies or tests. Purchaser agrees not to enter upon the Property until such time as Purchaser has furnished Seller with evidence of a commercial general liability insurance policy with an insurer reasonably satisfactory to Seller covering any unrelated third parties except as activities of Purchaser on the Property and containing limits of liability reasonably necessary satisfactory to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Purchase Contract, including Purchaser's attorneys and representatives, prospective lenders and engineersSeller.