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 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 ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇, 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 to the terms of section 5.3 below, for thirty five (35) calendar days following For a period beginning on the Effective Date of this Agreement and continuing for thirty (i.e.30) days thereafter (as such may be extended, 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") Purchaser shall have the right from time to time to enter onto of investigation and inspection of the Property: 5.1.1 To conduct , including, without limitation site visits and make physical inspections of the Property, obtaining a Phase I Environmental Assessment, property condition assessment, zoning report and survey, and the right of investigation of the Disclosure Documents, as well as the right to obtain financing on terms acceptable to Purchaser, to determine whether or not Purchaser desires to proceed with the purchase of the Property. Purchaser agrees that Purchaser must obtain Seller’s prior written approval for any and all customary studies, tests, examinations and inspections, or investigations of or concerning testing conducted on the Property which is more invasive than a Phase I Environmental Site Assessment. For the sake of clarity, the Feasibility Period will be to determine that each individual Parcel collectively constituting the Property is acceptable or not and is an “all-or-nothing” decision (including i.e., Purchaser agrees that it will not be able to proceed with certain Parcels to the exclusion of others). During such Feasibility Period, and during the period prior to the Closing, Purchaser and Purchaser’s agents shall have the right of access to the Property for the purpose of conducting such investigation and inspection, including, without limitation, engineering those investigations and feasibility studiesinspections listed hereinabove, evaluation of drainage during reasonable business hours and flood plain, soil tests for bearing capacity upon reasonable advance notice to Seller. Purchaser agrees to conduct such investigations in a commercially reasonable manner and percolation and surveys, including topographical surveys). 5.1.2 To confirm to minimize any and all matters which Purchaser may reasonably desire to confirm with respect disturbance to the Property. 5.1.3 To ascertain and confirm the suitability business operations of the property for tenants upon the Land. If, in Purchaser's intended use of the Property. 5.2 Should the results of any of the matters referred ’s sole judgment and discretion, ▇▇▇▇▇▇▇▇▇ decides that Purchaser wishes to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser terminate this Agreement for any reason or for no reason, then Purchaser shall give Seller written notice of such fact not later than 5:00pm Central Time, on the expiration date of the Feasibility Period. Purchaser shall have no obligation to notify Seller of any reasons for such rescission, and in such event, the right Escrow Deposit shall be promptly returned to Purchaser and both Parties shall be released from all further obligations hereunder, except with respect to those provisions which expressly survive the termination of this Agreement. If Purchaser does not give written notice of its election to terminate this Purchase Contract by giving written Notice Agreement 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. 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 shall be deemed permanently waived by Purchaser, and this Purchase Contract, this Purchase Contract Agreement shall remain in full force and effect effect. Purchaser shall not cause or permit any damage or injury to the Property, and Purchaser's obligation Purchaser shall repair any damage or injury to purchase the Property shall be non-contingent resulting from Purchaser’s investigation and unconditional except only for satisfaction inspection of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9. 5.3 Property. Except for matters resulting from the gross negligence or willful misconduct of Seller (or its representatives, employees, agents or contractors), Purchaser shall indemnify and hold harmless Seller harmless for on account of 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, damagescauses of action, costs damages and liability which may arise due expenses, (including reasonable attorneys’ fees) arising out of or relating 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 damage caused to the Property resulting from the acts of Purchaser, its agents, employees or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect contractors under 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 5(b) which are not the fault of Seller, and provided that the foregoing indemnity shall not apply to Purchaser’s mere discovery of any existing conditions. The foregoing obligations of Purchaser to repair the Property and indemnify Seller shall survive Closing (or the Closing or termination of this Purchase Contract. 5.4 Purchaser shall not permit any mechanic's or materialman's liens or Agreement), notwithstanding any other liens to attach language to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party contrary 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 engineersAgreement.

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, ▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 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 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 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 ▇▇▇▇▇▇’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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 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 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 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 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 ref▇▇▇▇▇ ▇o 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 the terms of section 5.3 belowPurchaser shall have a sixty (60) day feasibility period, for thirty five (35) calendar days following commencing upon the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999as hereinafter defined) (the "“Feasibility Period"”), to undertake at Purchaser’s sole expense such engineering, development, marketing 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 other studies as 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 Perioddesire. 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 is not satisfied with the Property or the transaction evidenced by this Agreement for any reason or no reason at all, Purchaser may as a matter of right, terminate this Agreement by written notice to Seller, and then promptly return the Deposit to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation at any time prior to the end of the Feasibility Period Period, in strict accordance which case the Deposit (as hereinafter defined) shall be returned to Purchaser within five (5) days of such termination (less $100.00 paid to Seller as consideration for entering into this Agreement), and thereafter the parties shall be relieved of further liability from performing hereunder, with the Notice provisions exception of Purchaser’s obligations to Seller that survive any termination of this Purchase ContractAgreement. If such notice is not given prior to the end of the Feasibility Period, Purchaser’s right to terminate pursuant to this Purchase Contract Paragraph 1 shall remain expire at the end of the Feasibility Period. Time is of the essence with respect to the giving of any such notice by Purchaser. All engineering, development, marketing and other inspections, tests and examinations shall be conducted by parties qualified and, where applicable, licensed to conduct such inspections, tests and/or examinations. Purchaser shall pay the costs of all tests, inspections, examinations, investigations, and reviews conducted pursuant to this Agreement. After the performance of any tests, inspections, examinations, investigations and reviews, Purchaser shall promptly repair any damage to the Property to substantially the same condition as existed prior to the conduct of said tests, inspections, examinations, investigations and reviews, and this obligation of Purchaser shall survive any termination of this Agreement. Prior to undertaking any activity or exercising any rights granted in this Agreement, Purchaser shall obtain, and subsequently maintain in full force and effect throughout the duration of this Agreement, commercial general liability insurance in an amount not less than One Million and Purchaser's obligation No/100 Dollars ($1,000,000.00). Such policy or policies shall name Seller as an additional insured, and shall cover damage to purchase property and persons resulting from or connected with any activity of Purchaser as contemplated under this Agreement. Notwithstanding anything to the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated contrary set forth in this ARTICLE 5 and in ARTICLE 9. 5.3 Agreement, Purchaser shall agrees 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 claimsliability, damagesloss or damage, including reasonable attorneys’ fees and related costs and liability which expenses arising out of, or resulting from, any and all engineering, development, marketing and other studies that may arise due to such entriesbe conducted by Purchaser, surveys, tests, investigations and the like. Seller shall have the rightincluding, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury physical damage to the Property or breach (and any adjoining property) and claims of any agreementmechanics and materialmen arising out of such activities. Furthermore, or expose Seller and notwithstanding anything in this Agreement to any liabilitythe contrary, costs, liens or violations Purchaser shall not be permitted to perform a Phase II environmental audit and inspection of applicable law, or otherwise adversely affect the Property or any other form of invasive property testing without Seller's interest therein’s prior written approval, which may be withheld for any reason or no reason. No consent by Purchaser’s obligations to Seller under this Paragraph 1 shall survive any termination of this Agreement. In the Seller to event this Agreement is terminated for 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 reason prior to Purchaser's exercise Closing, Purchaser agrees that it shall promptly provide to Seller copies of the results of any testing and other due diligence activity conducted by Purchaser (or its rights pursuant to this ARTICLE 5 at Purchaser's sole cost contractors, agents, and expenserepresentatives) concerning the Property. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect Furthermore, any material issues related to the Property and Purchaser's activities carried on therein, in Zoning Change (as hereinafter defined) that are known or became known to Purchaser during 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 term of this Section Agreement, including copies of any applicable documents, shall also be provided by Purchaser to Seller. Purchaser’s obligations to Seller under this Paragraph 1 shall survive the Closing or any termination of this Purchase ContractAgreement. 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.