Common use of USE OF PURCHASE PRICE Clause in Contracts

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller shall pay all transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the State of North Carolina or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the Seller. For the purposes of this Section 6, references made to the actual knowledge of the Seller shall be limited to the actual knowledge of James M. Thomson after havxxx xxxx xxxxxxxble inquiry of the property manager. The Seller represents and warrants to the Purchaser as follows: (a) The Seller is a duly formed and validly existing limited partnership organized under the laws of the State of Delaware and is qualified under the laws of the State of North Carolina to conduct business therein. (b) The Seller has the full, legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by the Seller pursuant to this Agreement (collectively, the "Seller's Documents"), to consummate the transaction contemplated hereby, and to perform its obligations hereunder and under the Seller's Documents. (c) This Agreement and the Seller's Documents do not and will not contravene any provision of the limited partnership agreement of the Seller, any judgment, order, decree, writ or injunction issued against the Seller, or, to the Seller's actual knowledge, any provision of any laws or governmental ordinances, rules, regulations, orders or requirements (collectively, the "Laws") applicable to the Seller. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Seller under any agreement to which the Seller or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Seller. (d) There are no written or unwritten leases, licenses or other occupancy agreements affecting any portion of the Property (collectively, the "Leases") on the date hereof, except for the Leases listed in Schedule 7 annexed hereto and made a part hereof. The copies of the Leases furnished by the Seller to the Purchaser are, in all material respects, true and complete. To the Seller's actual knowledge, the Leases are in full force and effect. There is no material default by the Seller under any of the Leases. The Seller has not given or received any notice of default which remains uncured or unsatisfied, with respect to any of the Leases. (e) To the Seller's actual knowledge, there are no pending actions, suits, proceedings or investigations to which the Seller is a party before any court or other governmental authority with respect to the Property owned by the Seller except as set forth on Schedule 8 hereto. (f) Except as disclosed on Schedule 9 hereto, since the date the Seller acquired legal and beneficial title to the Property (i) neither Seller nor, to the actual knowledge of the Seller, any third party has engaged in the generation, use, manufacture, treatment, storage or disposal of any Hazardous Substance (as hereinafter defined) on the Property in violation of Applicable Environmental Law (as hereinafter defined), the cost of correction or remediation of which would have a material adverse effect upon the value of the Property, and (ii) neither Seller nor, to the actual knowledge of the Seller, any third party has received any written notice from any governmental authority having jurisdiction over the Property of any violation of Applicable Environmental Law with respect to the Property which requires corrective action, the cost of which would have a material adverse effect upon the value of the Property. Disclosure of any matter on Schedule 9 hereto shall not constitute an admission by Seller that such matter was material or a violation of Applicable Environmental Law. As used in this Agreement, the term "Hazardous Substance" shall mean any substance, chemical or waste that is currently listed as hazardous, toxic or dangerous under Applicable Environmental Law. As used in this Agreement, the term "Applicable Environmental Law" shall mean the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901, et seq.; the Water Pollution Control Act, 33 U.S.C. 1251 et seq.; the Clean Air Act, 42 U.S.C. 7401 et seq.; and the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; as the foregoing have been amended from time to time to the date of this Agreement; and any similar state and local laws and ordinances and the regulations implementing such statutes in effect on the date hereof imposing liability or establishing standards of conduct for environmental protection. (g) The financial statements listed on Schedule 12B to be provided by the Seller are true and correct in all material respects. (h) To the extent Property Information was prepared by the Seller, it is true and correct in all material respects. Survival of Representations. The representations and warranties of the Seller set forth in this Section 6 (i) shall be true, accurate and correct in all material respects upon the execution of this Agreement and shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date), and (ii) shall remain operative and shall survive the Closing and the execution and delivery of the Deed for a period of one year following the Closing Date and then shall expire, and no action or claim based thereon shall be commenced after such period. Discovery of Untrue Representation. If at or prior to the Closing, (i) the Purchaser shall become aware that any of the representations or warranties made herein by the Seller is untrue, inaccurate or incorrect in any material respect and shall give the Seller notice thereof at or prior to the Closing, or (ii) the Seller shall notify the Purchaser that a representation or warranty made herein by the Seller is untrue, inaccurate or incorrect, then the Seller may, in its sole discretion, elect by notice to the Purchaser to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to cure or correct such untrue, inaccurate or incorrect representation or warranty and the Seller shall provide reasonable additional time (not to exceed five (5) business days), if requested by the Purchaser, for the Purchaser to update estoppel certificates and other Investigations. (The Purchaser shall be entitled to terminate this Agreement if any such updated certificate or Investigation shall show a material adverse change from the original.) If any such representation or warranty is not cured or corrected by the Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then the Purchaser, as its sole remedy for such inability of Seller, shall elect either (i) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (ii) to terminate this Agreement by notice given to Seller pursuant to the provisions of Section 14.1. In the event the Closing occurs, the Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against the Seller for damages that the Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of the Seller's representations or warranties being untrue, inaccurate or incorrect if the Purchaser knew or should have known that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing and the Purchaser nevertheless closes title hereunder. Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Section 6 and Section 11. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information prepared by parties other than the Seller; (iii) the Purchaser has fully reviewed and accepted, and is familiar and satisfied with, the DSAtlantic Report and all information contained and/or disclosed therein except that Purchaser shall not be deemed to have approved any information contained and/or disclosed therein which is not noted as being a material problem with the Property and which Purchaser's engineer or other consultant, upon inspection of the Property, discloses to Purchaser as being a material problem with the Property; (iv) except as expressly set forth in this Section 6, the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (v) except as expressly set forth in this Section 6, the Seller disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for claims against the Seller based upon any warranty, representation, obligation, or liability of the Seller expressly provided in this Agreement, the Seller's gross negligence or willful misconduct, and indemnity or contribution claims under CERCLA. The acceptance of the Deed by the Purchaser shall be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement, except for those representations and warranties set forth in Section 11 hereof which shall survive the Closing, and except for those representations and warranties set forth in this Section 6 which shall survive the Closing for a period of twelve (12) months.

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller Purchaser shall pay all transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the State of North Carolina California or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. The Purchaser shall not be entitled to receive a credit against or abatement of the Purchase Price payable to the Seller at the Closing as a result of the Purchaser's Transfer Tax Payments. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the Seller. For the purposes of this Section 6, references made to the actual knowledge of the Seller shall be limited to the actual knowledge of James M. Thomson after havxxx xxxx xxxxxxxble inquiry of the property manager. The Seller represents and warrants to the Purchaser as follows: (a) The Seller is a duly formed and validly existing limited partnership organized under the laws of the State of Delaware and is qualified under the laws of the State of North Carolina to conduct business therein. (b) The Seller has the full, legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by the Seller pursuant to this Agreement (collectively, the "Seller's Documents"), to consummate the transaction contemplated hereby, and to perform its obligations hereunder and under the Seller's Documents. (c) This Agreement and the Seller's Documents do not and will not contravene any provision of the limited partnership agreement of the Seller, any judgment, order, decree, writ or injunction issued against the Seller, or, to the Seller's actual knowledge, any provision of any laws or governmental ordinances, rules, regulations, orders or requirements (collectively, the "Laws") applicable to the Seller. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Seller under any agreement to which the Seller or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Seller. (d) There are no written or unwritten leases, licenses or other occupancy agreements affecting any portion of the Property (collectively, the "Leases") on the date hereof, except for the Leases listed in Schedule 7 annexed hereto and made a part hereof. The copies of the Leases furnished by the Seller to the Purchaser are, in all material respects, true and complete. To the Seller's actual knowledge, the Leases are in full force and effect. There is no material default by the Seller under any of the Leases. The Seller has not given or received any notice of default which remains uncured or unsatisfied, with respect to any of the Leases. (e) To the Seller's actual knowledge, there are no pending actions, suits, proceedings or investigations to which the Seller is a party before any court or other governmental authority with respect to the Property owned by the Seller except as set forth on Schedule 8 hereto. (f) Except as disclosed on Schedule 9 hereto, since the date the Seller acquired legal and beneficial title to the Property (i) neither Seller nor, to the actual knowledge of the Seller, any third party has engaged in the generation, use, manufacture, treatment, storage or disposal of any Hazardous Substance (as hereinafter defined) on the Property in violation of Applicable Environmental Law (as hereinafter defined), the cost of correction or remediation of which would have a material adverse effect upon the value of the Property, and (ii) neither Seller nor, to the actual knowledge of the Seller, any third party has received any written notice from any governmental authority having jurisdiction over the Property of any violation of Applicable Environmental Law with respect to the Property which requires corrective action, the cost of which would have a material adverse effect upon the value of the Property. Disclosure of any matter on Schedule 9 hereto shall not constitute an admission by Seller that such matter was material or a violation of Applicable Environmental Law. As used in this Agreement, the term "Hazardous Substance" shall mean any substance, chemical or waste that is currently listed as hazardous, toxic or dangerous under Applicable Environmental Law. As used in this Agreement, the term "Applicable Environmental Law" shall mean the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901, et seq.; the Water Pollution Control Act, 33 U.S.C. 1251 et seq.; the Clean Air Act, 42 U.S.C. 7401 et seq.; and the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; as the foregoing have been amended from time to time to the date of this Agreement; and any similar state and local laws and ordinances and the regulations implementing such statutes in effect on the date hereof imposing liability or establishing standards of conduct for environmental protection. (g) The financial statements listed on Schedule 12B to be provided by the Seller are true and correct in all material respects. (h) To the extent Property Information was prepared by the Seller, it is true and correct in all material respects. Survival of Representations. The representations and warranties of the Seller set forth in this Section 6 (i) shall be true, accurate and correct in all material respects upon the execution of this Agreement and shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date), and (ii) shall remain operative and shall survive the Closing and the execution and delivery of the Deed for a period of one year following the Closing Date and then shall expire, and no action or claim based thereon shall be commenced after such period. Discovery of Untrue Representation. If at or prior to the Closing, (i) the Purchaser shall become aware that any of the representations or warranties made herein by the Seller is untrue, inaccurate or incorrect in any material respect and shall give the Seller notice thereof at or prior to the Closing, or (ii) the Seller shall notify the Purchaser that a representation or warranty made herein by the Seller is untrue, inaccurate or incorrect, then the Seller may, in its sole discretion, elect by notice to the Purchaser to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to cure or correct such untrue, inaccurate or incorrect representation or warranty and the Seller shall provide reasonable additional time (not to exceed five (5) business days), if requested by the Purchaser, for the Purchaser to update estoppel certificates and other Investigations. (The Purchaser shall be entitled to terminate this Agreement if any such updated certificate or Investigation shall show a material adverse change from the original.) If any such representation or warranty is not cured or corrected by the Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then the Purchaser, as its sole remedy for such inability of Seller, shall elect either (i) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (ii) to terminate this Agreement by notice given to Seller pursuant to the provisions of Section 14.1. In the event the Closing occurs, the Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against the Seller for damages that the Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of the Seller's representations or warranties being untrue, inaccurate or incorrect if the Purchaser knew or should have known that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing and the Purchaser nevertheless closes title hereunder. Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Section 6 and Section 11. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information prepared by parties other than the Seller; (iii) the Purchaser has fully reviewed and accepted, and is familiar and satisfied with, the DSAtlantic Report and all information contained and/or disclosed therein except that Purchaser shall not be deemed to have approved any information contained and/or disclosed therein which is not noted as being a material problem with the Property and which Purchaser's engineer or other consultant, upon inspection of the Property, discloses to Purchaser as being a material problem with the Property; (iv) except as expressly set forth in this Section 6, the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (v) except as expressly set forth in this Section 6, the Seller disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for claims against the Seller based upon any warranty, representation, obligation, or liability of the Seller expressly provided in this Agreement, the Seller's gross negligence or willful misconduct, and indemnity or contribution claims under CERCLA. The acceptance of the Deed by the Purchaser shall be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement, except for those representations and warranties set forth in Section 11 hereof which shall survive the Closing, and except for those representations and warranties set forth in this Section 6 which shall survive the Closing for a period of twelve (12) months.

USE OF PURCHASE PRICE. If on Seller hereby acknowledges that it fully understands that : (i) Buyer’s ability to collect the Closing Date there may be Purchased Amount (or any Liens portion thereof) is contingent upon Seller’s continued operation of its business and successful generation of the Future Receipts until the Purchased Amount is delivered to Buyer in full ; and (ii) that in the event of decreased efficiency or other encumbrances which total failure of Seller’s business Buyer’s receipt of the Seller must pay full or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchased Amount may be delayed indefinitely . Based upon the foregoing, Xxxxxx agrees to use the Purchase Price exclusively for the benefit and advancement of Seller’s business operations and for no other purpose . 6. Initial Installments of Purchased Amount . The Purchased Amount shall be delivered by Seller to satisfy Buyer in the sameamount of the Initial Installment on each and every Workday or Workweek (depending on whether the Initial Installment are daily or weekly) commencing on the Effective Date and ending on the Expiration Date . 7. Approved Bank Account and Credit Card Processor . During the term of this Agreement, provided: (a) the Seller shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller shall pay all transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the State of North Carolina or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the Seller. For the purposes of this Section 6, references made to the actual knowledge of the Seller shall be limited to the actual knowledge of James M. Thomson after havxxx xxxx xxxxxxxble inquiry of the property manager. The Seller represents and warrants to the Purchaser as follows: (a) The Seller is a duly formed and validly existing limited partnership organized under the laws of the State of Delaware and is qualified under the laws of the State of North Carolina to conduct business therein. (b) The Seller has the full, legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by the Seller pursuant to this Agreement (collectively, the "Seller's Documents"), to consummate the transaction contemplated hereby, and to perform its obligations hereunder and under the Seller's Documents. (c) This Agreement and the Seller's Documents do not and will not contravene any provision of the limited partnership agreement of the Seller, any judgment, order, decree, writ or injunction issued against the Seller, or, to the Seller's actual knowledge, any provision of any laws or governmental ordinances, rules, regulations, orders or requirements (collectively, the "Laws") applicable to the Seller. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Seller under any agreement to which the Seller or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Seller. (d) There are no written or unwritten leases, licenses or other occupancy agreements affecting any portion of the Property (collectively, the "Leases") on the date hereof, except for the Leases listed in Schedule 7 annexed hereto and made a part hereof. The copies of the Leases furnished by the Seller to the Purchaser are, in all material respects, true and complete. To the Seller's actual knowledge, the Leases are in full force and effect. There is no material default by the Seller under any of the Leases. The Seller has not given or received any notice of default which remains uncured or unsatisfied, with respect to any of the Leases. (e) To the Seller's actual knowledge, there are no pending actions, suits, proceedings or investigations to which the Seller is a party before any court or other governmental authority with respect to the Property owned by the Seller except as set forth on Schedule 8 hereto. (f) Except as disclosed on Schedule 9 hereto, since the date the Seller acquired legal and beneficial title to the Property (i) neither Seller nor, to deposit all Future Receipts into one (and only one) bank account which bank account shall be acceptable and preapproved by Buyer (the actual knowledge of the Seller, any third party has engaged in the generation, use, manufacture, treatment, storage or disposal of any Hazardous Substance (as hereinafter defined) on the Property in violation of Applicable Environmental Law (as hereinafter defined“Approved Bank Account”), the cost of correction or remediation of which would have a material adverse effect upon the value of the Property, and (ii) neither Seller nor, to the actual knowledge of the Seller, any third party has received any written notice from any governmental authority having jurisdiction over the Property of any violation of Applicable Environmental Law with respect to the Property use one (and only one) credit card processor which requires corrective action, the cost of which would have a material adverse effect upon the value of the Property. Disclosure of any matter on Schedule 9 hereto shall not constitute an admission by Seller that such matter was material or a violation of Applicable Environmental Law. As used in this Agreement, the term "Hazardous Substance" shall mean any substance, chemical or waste that is currently listed as hazardous, toxic or dangerous under Applicable Environmental Law. As used in this Agreement, the term "Applicable Environmental Law" shall mean the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901, et seq.; the Water Pollution Control Act, 33 U.S.C. 1251 et seq.; the Clean Air Act, 42 U.S.C. 7401 et seq.; and the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; as the foregoing have been amended from time to time to the date of this Agreement; and any similar state and local laws and ordinances and the regulations implementing such statutes in effect on the date hereof imposing liability or establishing standards of conduct for environmental protection. (g) The financial statements listed on Schedule 12B to be provided by the Seller are true and correct in all material respects. (h) To the extent Property Information was prepared by the Seller, it is true and correct in all material respects. Survival of Representations. The representations and warranties of the Seller set forth in this Section 6 (i) processor shall be true, accurate acceptable and correct in all material respects upon preapproved by Buyer (the execution of this Agreement and shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date), “Approved Processor”) and (iiiii) shall remain operative and shall survive deposit all credit card receipts into the Closing and the execution and delivery of the Deed for a period of one year following the Closing Date and then shall expire, and no action or claim based thereon shall be commenced after such period. Discovery of Untrue Representation. If at or prior to the Closing, (i) the Purchaser shall become aware that any of the representations or warranties made herein by the Seller is untrue, inaccurate or incorrect in any material respect and shall give the Seller notice thereof at or prior to the Closing, or (ii) the Seller shall notify the Purchaser that a representation or warranty made herein by the Seller is untrue, inaccurate or incorrect, then the Seller may, in its sole discretion, elect by notice to the Purchaser to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to cure or correct such untrue, inaccurate or incorrect representation or warranty and the Seller shall provide reasonable additional time (not to exceed five (5) business days), if requested by the Purchaser, for the Purchaser to update estoppel certificates and other Investigations. (The Purchaser shall be entitled to terminate this Agreement if any such updated certificate or Investigation shall show a material adverse change from the original.) If any such representation or warranty is not cured or corrected by the Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then the Purchaser, as its sole remedy for such inability of Seller, shall elect either (i) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (ii) to terminate this Agreement by notice given to Seller pursuant to the provisions of Section 14.1Approved Bank Account . In the event the Closing occurs, Approved Bank Account or Approved Processor shall become unavailable or shall cease providing services to Seller during the Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against the Seller for damages that the Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of the Seller's representations or warranties being untrue, inaccurate or incorrect if the Purchaser knew or should have known that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing and the Purchaser nevertheless closes title hereunder. Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Section 6 and Section 11. The Purchaser acknowledges that the Seller, pursuant to the terms term of this Agreement, has afforded prior to the Purchaser first date of such unavailability or cessation of services, Seller shall arrange for another Approved Bank Account or Approved Processor, as the opportunity for full and complete investigations, examinations and inspections case may be . 8. Authorization to Debit Approved Bank Account . Seller hereby authorizes Buyer to initiate electronic checks or ACH debits from the Approved Bank Account (which as of the Property and Effective Date of this Agreement shall be the account listed below) in the amount of the Initial Installment commencing on the Effective Date until Buyer receives the full Purchased Amount ; *Seller shall provide Buyer with all Property Informationaccess code(s) for the Approved Bank Account during the Term of this Agreement . The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available Initial Installment is to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information prepared by parties other than the Seller; (iii) the Purchaser has fully reviewed and accepted, and is familiar and satisfied with, the DSAtlantic Report and all information contained and/or disclosed therein except that Purchaser shall not be deemed to have approved any information contained and/or disclosed therein which is not noted as being a material problem with the Property and which Purchaser's engineer or other consultant, upon inspection of the Property, discloses to Purchaser as being a material problem with the Property; (iv) except as expressly set forth in this Section 6, the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (v) except as expressly set forth in this Section 6, the Seller disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representativesdrawn via ACH payment, from any the following bank account : i. Account Number : ii. Routing Number : iii. Account Name : iv. Bank Name : *Note that this authorization is to remain in full force and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for claims against the Seller based upon any warranty, representation, obligation, or liability of the Seller expressly provided in this Agreement, the Seller's gross negligence or willful misconduct, and indemnity or contribution claims under CERCLA. The acceptance of the Deed by the Purchaser shall be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement, except for those representations and warranties set forth in Section 11 hereof which shall survive the Closing, and except for those representations and warranties set forth in this Section 6 which shall survive the Closing for a period of twelve (12) months.effect until Xxxxx receives written notification from

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller shall pay all transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the State of North Carolina Illinois or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey Survey and other Closing-Closing- related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the Seller. For the purposes of this Section 6, references made to the actual knowledge of the Seller shall be limited to the actual knowledge of James M. Thomson after havxxx xxxx xxxxxxxble inquiry of the property managerBeneficiary. The Seller Beneficiary represents and warrants to the Purchaser as follows: (a) The Seller Beneficiary is a duly formed and validly existing limited partnership organized under the laws of the State of Delaware and is qualified under the laws of the State of North Carolina Illinois to conduct business therein. (b) The Seller Beneficiary has the full, legal right, power and authority to execute and deliver, and to direct, at its sole discretion, the Trustee to execute and deliver this Agreement and all documents now or hereafter to be executed by the Seller Beneficiary pursuant to this Agreement (collectively, the "SellerBeneficiary's Documents"), to consummate the transaction contemplated hereby, and to perform its obligations hereunder and under the SellerBeneficiary's Documents. (c) This Agreement and the SellerBeneficiary's Documents do not and will not contravene any provision of the limited partnership agreement of the SellerBeneficiary, any judgment, order, decree, writ or injunction issued against the SellerBeneficiary, or, to the SellerBeneficiary's actual knowledge, any provision of any laws or governmental ordinances, rules, regulations, orders or requirements (collectively, the "Laws") applicable to the SellerBeneficiary. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Seller Beneficiary under any agreement to which the Seller Beneficiary or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the SellerBeneficiary. (d) There are The Beneficiary has no actual knowledge of any oral or written or unwritten leases, licenses or other occupancy agreements affecting any portion of the Property (collectively, the "Leases") on the date hereof, except for the Leases listed in Schedule 7 annexed hereto and made a part hereof. The To Beneficiary's actual knowledge, the copies of the Leases furnished by the Seller Beneficiary to the Purchaser are, in all material respects, are true and completecomplete and include all amendments and modifications thereto. To the SellerBeneficiary's actual knowledge, the Leases are in full force and effect. There is no , without any material default by the Seller under any of Beneficiary or tenant thereunder. To the Leases. The Seller Beneficiary's actual knowledge, the Beneficiary has not given or received any notice of default which remains uncured or unsatisfied, with respect to any of the Leases. No tenant is in default under or is in arrears in the payment of any sums or in the performance of any obligations required of it under its Lease. No Rent has been heretofore prepaid for more than one (1) month nor shall it be prepaid between the date hereof and the Closing Date for more than one (1) month. No guarantor(s) of any Lease has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Lease or any transaction related thereto. There are no brokers' commissions, finders' fees, or other charges payable to any third party on behalf of the Beneficiary as a result of or in connection with any Lease or any transaction related thereto. Each security deposit provided for under each Lease shall be fully assigned to the Purchaser at the Closing. No Tenant or any other party has or has asserted any claim (other than for customary refund at the expiration of a Lease) to all or any part of any security deposit. (e) To the SellerBeneficiary's actual knowledge, there are no pending actions, suits, proceedings or investigations to which the Seller Beneficiary is a party before any court or other governmental authority with respect to the Property owned by the Seller Beneficiary except as set forth on Schedule 8 hereto. (f) Except as disclosed on Schedule 9 hereto, since the date the Seller Beneficiary acquired legal and beneficial title to the Property (i) to Beneficiary's actual knowledge, neither Seller nor, to the actual knowledge of the Seller, Beneficiary nor any third party has engaged in the generation, use, manufacture, treatment, storage or disposal of any Hazardous Substance (as hereinafter defined) on the Property in violation of Applicable Environmental Law (as hereinafter defined), the cost of correction or remediation of which would have a material adverse effect upon the value of the Property, and (ii) neither Seller nor, to the Beneficiary's actual knowledge of knowledge, neither the Seller, Beneficiary nor any third party has received any written notice from any governmental authority having jurisdiction over the Property of any violation of Applicable Environmental Law with respect to the Property which requires corrective action, the cost of which would have a material adverse effect upon the value of the Property. Disclosure of any matter on Schedule 9 hereto shall not constitute an any admission by Seller the Beneficiary that such matter was material or a violation of Applicable Environmental Law. As used in this Agreement, the term "Hazardous Substance" shall mean any substance, chemical or waste that is currently listed as hazardous, toxic or dangerous under Applicable Environmental Law. As used in this Agreement, the term "Applicable Environmental Law" shall mean the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901, et seq.; the Water Pollution Control Act, 33 U.S.C. 1251 et seq.; the Clean Air Act, 42 U.S.C. 7401 et seq.; and the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; as the foregoing have been amended from time to time to the date of this Agreement; and any similar state and local laws and ordinances and the regulations implementing such statutes in effect on the date hereof imposing liability or establishing standards of conduct for environmental protection. (g) The financial statements listed on Schedule 12B to be provided To the best of the Beneficiary's knowledge and belief, all Property Information and all other items delivered by the Seller Beneficiary pursuant to this Agreement, are true true, accurate, correct and correct complete in all material respects, and fairly present the information set forth in a manner that is not intended to be misleading. To the best of the Beneficiary's knowledge and belief, the copies of all documents and other agreements delivered or furnished and made available by the Beneficiary to the Purchaser pursuant to this Agreement constitute all of and the only Leases and other material agreements relating to or affecting the ownership and operation of the Property, there being no "side" or other agreements, written or oral, in force or effect, to which Seller is a party or to which the Property is subject. (h) To the extent Property Information was prepared by best of the SellerBeneficiary's knowledge, it the Beneficiary is true not in default in any material respect under any of the documents, recorded or unrecorded referred to in the Title Commitment, or any of the Licenses or Contracts. (i) To the best of the Beneficiary's knowledge and correct belief, there are no contracts of any kind relating to the management, leasing, operation, maintenance or repair of the Property, except those "Contracts" listed on Schedule 3. (j) The Beneficiary has not received any written notice from any governmental authority that the Property, and the use and operation thereof, are in all violation of any applicable Laws (other than Applicable Environmental Laws requiring corrective action which would not have a material respectsadverse effect upon the value of the Property). (k) For the purposes of this Section 6, having a "material adverse effect" shall mean imposing costs in excess of $25,000. Survival of Representations. The representations and warranties of the Seller Beneficiary set forth in this Section 6 (i) shall be true, accurate and correct in all material respects upon the execution of this Agreement and shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date), and (ii) except to the extent they relate to matters which are the subject of Estoppel Certificates shall remain operative and shall survive the Closing and the execution and delivery of the Deed for a period of one year following the Closing Date and then shall expire, and no action or claim based thereon shall be commenced after such period. Representations which relate to matters which are the subject of Estoppel Certificates shall not survive the Closing. Discovery of Untrue Representation. If at or prior to the Closing, (i) the Purchaser shall become aware that any of the representations or warranties made herein by the Seller Beneficiary is untrue, inaccurate or incorrect in any material respect and shall give the Seller Beneficiary notice thereof at or prior to the Closing, or (ii) the Seller Beneficiary shall notify the Purchaser that a representation or warranty made herein by the Seller Beneficiary is untrue, inaccurate or incorrect, then the Seller Beneficiary may, in its sole discretion, elect by notice to the Purchaser to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to cure or correct such untrue, inaccurate or incorrect representation or warranty and the Seller shall provide reasonable additional time (not to exceed five (5) business days), if requested by the Purchaser, for the Purchaser to update estoppel certificates and other Investigationswarranty. (The Purchaser shall be entitled to terminate this Agreement if any such updated certificate or Investigation shall show a material adverse change from the original.) If any such representation or warranty is not cured or corrected by the Seller Beneficiary on or before the Closing Date (whether or not the Closing is adjourned as provided above), then the Purchaser, as its sole remedy for such inability of Sellerthe Beneficiary, shall elect either (i) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (ii) to terminate this Agreement by notice given to the Seller pursuant to the provisions of Section 14.1. In the event the Closing occurs, the Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against the Seller for damages that the Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of the SellerBeneficiary's representations or warranties being untrue, inaccurate or incorrect if the Purchaser knew knew, should have known or should is deemed to have known that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing and the Purchaser nevertheless closes title hereunder. Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Section 6 and Section 11. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, of the Property Information prepared by parties other than the Sellersuch third parties; (iii) the Purchaser has fully reviewed and accepted, and is familiar and satisfied with, the DSAtlantic Report and all information contained and/or disclosed therein except that Purchaser shall not be deemed to have approved any information contained and/or disclosed therein which is not noted as being a material problem with the Property and which Purchaser's engineer or other consultant, upon inspection of the Property, discloses to Purchaser as being a material problem with the Property; (iv) except as expressly set forth in this Section 6, the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representativesRepresentatives; and (viv) except as expressly set forth in this Section 6, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property InformationInformation prepared by such third parties, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for claims against the Seller based upon any warranty, representation, obligation, or liability obligations and liabilities of the Seller expressly provided in this Agreement, Agreement or the Seller's gross negligence or willful misconduct, and indemnity or contribution claims under CERCLAbreach of any representation provided by the Beneficiary herein. The acceptance of the Deed by the Purchaser shall be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement, except for those representations and warranties set forth in Section 11 hereof which 6 shall survive the Closing, and except for those representations and warranties set forth in this Section 6 which shall survive the Closing for a period of twelve (12) months.. Representations and

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller Sellers must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller Sellers may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller Sellers shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the SellerSellers, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller Sellers or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the PropertyProperties. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller Purchaser shall pay all state, county or local transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the State Commonwealth of North Carolina Pennsylvania or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller Sellers and the Purchaser to the extent required by applicable law. The Purchaser shall not be entitled to receive a credit against or abatement of the Purchase Price payable to the Sellers at the Closing as a result of the Purchaser's Transfer Tax Payments. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the SellerSellers. For the purposes of this Section 6, references made to the actual knowledge of the Seller shall be limited to the actual knowledge of James M. Thomson after havxxx xxxx xxxxxxxble inquiry of the property manager. The Each Seller represents and warrants to the Purchaser as follows: (aa)(i) The Seller DWR Chesterbrook Associates is a duly formed and validly existing general partnership organized under the laws of the Commonwealth of Pennsylvania. (ii) Glenhardie Corporation is a duly formed and validly existing corporation organized under the laws of the Commonwealth of Pennsylvania. (iii) Dxxx Xxxxxx Realty Income Partnership II, L.P. is a duly formed and validly existing limited partnership organized under the laws of the State of Delaware and is qualified under the laws of the State Commonwealth of North Carolina Pennsylvania to conduct business therein. (iv) Dxxx Xxxxxx Realty Income Partnership III, L.P. is a duly formed and validly existing limited partnership organized under the laws of the State of Delaware and is qualified under the laws of the Commonwealth of Pennsylvania to conduct business therein. (v) Part Six Associates is a duly formed and validly existing limited partnership organized under the laws of the Commonwealth of Pennsylvania. (b) The Each Seller has the full, legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by the Seller Sellers pursuant to this Agreement (collectively, the "Seller's Documents"), to consummate the transaction contemplated hereby, and to perform its obligations hereunder and under the Seller's Documents. (c) This Agreement and the Seller's Documents do not and will not contravene any provision of the limited partnership agreement or articles of the incorporation or by-laws, as applicable, of each Seller, any judgment, order, decree, writ or injunction issued against the any Seller, or, to the Seller's Sellers' actual knowledge, any provision of any laws or governmental ordinances, rules, regulations, orders or requirements (collectively, the "Laws") applicable to the any Seller. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the any Seller under any agreement to which the any Seller or any of its their respective assets are subject or bound and will not result in a violation of any Laws applicable to the any Seller. (d) There are no written or unwritten leases, licenses or other occupancy agreements affecting any portion of the Property (collectively, the "Leases") on the date hereof, except for the Leases listed in Schedule 7 annexed hereto and made a part hereof. The copies of the Leases furnished by the Seller to the Purchaser are, in all material respects, are true and complete. To the Seller's actual knowledge, the Leases are in full force and effect. There is no , without any material default by the Seller under any of or the Leasestenant thereunder. The Except as listed on Schedule 7, the Seller has not given or received any notice of default which remains uncured or unsatisfied, with respect to any of the Leases. There are no management, leasing or brokerage agreements affecting any portion of the Property, except as listed on Schedule 7B hereto. The copies of such management, leasing or brokerage agreements furnished by the Sellers to the Purchaser are true and complete. (e) To each of the Seller's actual knowledge, there are no pending actions, suits, proceedings or investigations to which the Seller is a party before any court or other governmental authority with respect to the Property owned by the Seller except as set forth on Schedule 8 hereto. (f) Except as disclosed on Schedule 9 hereto, since the date the each Seller acquired legal and beneficial title to the Property owned by the Seller (i) neither Seller Seller, nor, to the each Seller's actual knowledge of the Sellerknowledge, any third party has engaged in the generation, use, manufacture, treatment, storage or disposal of any Hazardous Substance (as hereinafter defined) on the Property in violation of Applicable Environmental Law (as hereinafter defined), the cost of correction or remediation of which would have a material adverse effect upon the value of the Property, and (ii) neither any Seller nor, to the any Seller's actual knowledge of the Sellerknowledge, any third party has received any written notice from any governmental authority having jurisdiction over the Property of any violation of Applicable Environmental Law with respect to the Property which requires corrective action, the cost of which would have a material adverse effect upon the value of the Property. Disclosure of any matter on Schedule 9 hereto shall not constitute an any admission by any Seller that such matter was material or a violation of Applicable Environmental Law. As used in this Agreement, the term "Hazardous Substance" shall mean any substance, chemical or waste that is currently listed as hazardous, toxic or dangerous under Applicable Environmental Law. As used in this Agreement, the term "Applicable Environmental Law" shall mean the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901, et seq.; the Water Pollution Control Act, 33 U.S.C. 1251 et seq.; the Clean Air Act, 42 U.S.C. 7401 et seq.; and the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; as the foregoing have been amended from time to time to the date of this Agreement; and any similar state and local laws and ordinances and the regulations implementing such statutes in effect on the date hereof imposing liability or establishing standards of conduct for environmental protection. (g) The financial statements listed on Schedule 12B to be provided by the Seller are true and correct in all material respects. (h) To the extent Property Information was prepared by the Seller, it is true and correct in all material respects. Survival of Representations. The representations and warranties of the Seller Sellers set forth in this Section 6 shall (i) shall be true, accurate and correct in all material respects upon the execution of this Agreement and shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date), and (ii) shall remain operative and shall survive the Closing and the execution and delivery of the Deed for a period of one year six months following the Closing Date and then shall expire, and no action or claim based thereon shall be commenced after such period. Discovery of Untrue Representation. If at or prior to the Closing, (i) the Purchaser shall become aware that any of the representations or warranties made herein by any of the Seller Sellers is untrue, inaccurate or incorrect in any material respect and shall give the Seller Sellers notice thereof at or prior to the Closing, or (ii) the Seller Sellers shall notify the Purchaser that a representation or warranty made herein by the Seller Sellers is untrue, inaccurate or incorrect, then the Seller Sellers may, in its their sole discretion, elect by notice to the Purchaser to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to cure or correct such untrue, inaccurate or incorrect representation or warranty and the Seller shall provide reasonable additional time (not to exceed five (5) business days), if requested by the Purchaser, for the Purchaser to update estoppel certificates and other Investigationswarranty. (The Purchaser shall be entitled to terminate this Agreement if any such updated certificate or Investigation shall show a material adverse change from the original.) If any such representation or warranty is not cured or corrected by the Seller Sellers on or before the Closing Date (whether or not the Closing is adjourned as provided above), then the Purchaser, as its sole remedy for such inability of SellerSellers, shall elect either (i) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (ii) to terminate this Agreement by notice given to Seller Sellers pursuant to the provisions of Section 14.1. In the event the Closing occurs, the Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against the Seller Sellers for damages that the Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of the Seller's Sellers' representations or warranties being untrue, inaccurate or incorrect if the Purchaser knew or should have known that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing and the Purchaser nevertheless closes title hereunder. Limited Nature of Representations. The Purchaser acknowledges that neither the Seller Sellers nor any of the Seller's Sellers' Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Section 6 and Section 11. The Purchaser acknowledges that the SellerSellers, pursuant to the terms of this Agreement, has afforded will afford the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller Sellers or the Seller's Sellers' Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller Sellers and/or any of the Seller's Sellers' Affiliates; (ii) except as expressly represented or warranted by any Seller in this Agreement, neither the Seller Sellers nor any of the Seller's Sellers' Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information prepared by parties other than the SellerInformation; (iii) the Purchaser has fully reviewed and accepted, and is familiar and satisfied with, the DSAtlantic Report and all information contained and/or disclosed therein except that Purchaser shall not be deemed to have approved any information contained and/or disclosed therein which is not noted as being a material problem with the Property and which Purchaser's engineer or other consultant, upon inspection of the Property, discloses to Purchaser as being a material problem with the Property; (iv) except as expressly set forth represented or warranted by any Seller in this Section 6Agreement, the Purchaser is relying solely on its own investigations, examinations and inspections of the Property Properties and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller Sellers or any of the Seller's Sellers' Affiliates, or any of their agents or representatives; and (viv) except as expressly set forth represented or warranted by any Seller in this Section 6Agreement, the Seller disclaims Sellers expressly disclaim any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller Sellers and the Seller's Sellers' Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller Sellers and the Seller's Sellers' Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the PropertyProperties, except for claims against the Seller Sellers based upon any warranty, representation, obligation, or liability obligations and liabilities of the Seller Sellers expressly provided in this Agreement, the Seller's gross negligence including, without limit thereto, any misrepresentation or willful misconduct, and indemnity or contribution claims breach of warranty by Sellers under CERCLAthis Agreement. The acceptance of the Deed by the Purchaser shall be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement, except for those representations and warranties set forth in Section 11 hereof which 6 shall survive the Closing, and except for those representations and warranties set forth in this Section 6 which shall survive the Closing for a period of twelve (12) months.. Representations and

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller shall pay all transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the State Commonwealth of North Carolina Massachusetts or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the Seller. For the purposes of this Section 6, references made to the actual knowledge of the Seller shall be limited to the actual knowledge of James M. Thomson after havxxx xxxx xxxxxxxble inquiry of the property manager. The Seller represents and warrants to the Purchaser as follows: (a) The Seller is a duly formed and validly existing limited partnership organized under the laws of the State of Delaware and is qualified under the laws of the State Commonwealth of North Carolina Massachusetts to conduct business therein. (b) The Seller has the full, legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by the Seller pursuant to this Agreement (collectively, the "Seller's Documents"), to consummate the transaction contemplated hereby, and to perform its obligations hereunder and under the Seller's Documents. (c) This Agreement and the Seller's Documents do not and will not contravene any provision of the limited partnership agreement of the Seller, any judgment, order, decree, writ or injunction issued against the Seller, or, to the Seller's actual knowledge, any provision of any laws or governmental ordinances, rules, regulations, orders or requirements (collectively, the "Laws") applicable to the Seller. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Seller under any agreement to which the Seller or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Seller. (d) There are The Seller has no written or unwritten actual knowledge of any leases, licenses or other occupancy agreements affecting any portion of the Property (collectively, the "Leases") on the date hereof, except for the Leases listed in Schedule 7 annexed hereto and made a part hereof. The To Seller's actual knowledge, the copies of the Leases furnished by the Seller to the Purchaser are, in all material respects, are true and complete. To the Seller's actual knowledge, the Leases are in full force and effect. There is no , without any material default by the Seller under any of thereunder. To the Leases. The Seller's actual knowledge, except as listed on Schedule 7, the Seller has not given or received any notice of default which remains uncured or unsatisfied, with respect to any of the Leases. (e) To the Seller's actual knowledge, there are no pending actions, suits, proceedings or investigations to which the Seller is a party before any court or other governmental authority with respect to the Property owned by the Seller except as set forth on Schedule 8 hereto. (f) Except as disclosed on Schedule 9 hereto, since the date the Seller acquired legal and beneficial title to the Property (i) to Seller's actual knowledge, neither Seller nor, to the actual knowledge of the Seller, nor any third party has engaged in the generation, use, manufacture, treatment, storage or disposal of any Hazardous Substance (as hereinafter defined) on the Property in violation of Applicable Environmental Law (as hereinafter defined), the cost of correction or remediation of which would have a material adverse effect upon the value of the Property, and (ii) to Seller's actual knowledge, neither Seller nor, to the actual knowledge of the Seller, nor any third party has received any written notice from any governmental authority having jurisdiction over the Property of any violation of Applicable Environmental Law with respect to the Property which requires corrective action, the cost of which would have a material adverse effect upon the value of the Property. Disclosure of any matter on Schedule 9 hereto shall not constitute an any admission by Seller that such matter was material or a violation of Applicable Environmental Law. As used in this Agreement, the term "Hazardous Substance" shall mean any substance, chemical or waste that is currently listed as hazardous, toxic or dangerous under Applicable Environmental Law. As used in this Agreement, the term "Applicable Environmental Law" shall mean the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901, et seq.; the Water Pollution Control Act, 33 U.S.C. 1251 et seq.; the Clean Air Act, 42 U.S.C. 7401 et seq.; and the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; as the foregoing have been amended from time to time to the date of this Agreement; and any similar state and local laws and ordinances and the regulations implementing such statutes in effect on the date hereof imposing liability or establishing standards of conduct for environmental protection. (g) The financial statements listed on Schedule 12B to be provided by the Seller are true and correct in all material respects. (h) To the extent Property Information was prepared by the Seller, it is true and correct in all material respects. Survival of Representations. The representations and warranties of the Seller set forth in this Section 6 (i) shall be true, accurate and correct in all material respects upon the execution of this Agreement and shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date), and (ii) shall remain operative and shall survive the Closing and the execution and delivery of the Deed for a period of one year six months following the Closing Date and then shall expire, and no action or claim based thereon shall be commenced after such period. Discovery of Untrue Representation. If at or prior to the Closing, (i) the Purchaser shall become aware that any of the representations or warranties made herein by the Seller is untrue, inaccurate or incorrect in any material respect and shall give the Seller notice thereof at or prior to the Closing, or (ii) the Seller shall notify the Purchaser that a representation or warranty made herein by the Seller is untrue, inaccurate or incorrect, then the Seller may, in its sole discretion, elect by notice to the Purchaser to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to cure or correct such untrue, inaccurate or incorrect representation or warranty and the Seller shall provide reasonable additional time (not to exceed five (5) business days), if requested by the Purchaser, for the Purchaser to update estoppel certificates and other Investigationswarranty. (The Purchaser shall be entitled to terminate this Agreement if any such updated certificate or Investigation shall show a material adverse change from the original.) If any such representation or warranty is not cured or corrected by the Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then the Purchaser, as its sole remedy for such inability of Seller, shall elect either (i) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (ii) to terminate this Agreement by notice given to Seller pursuant to the provisions of Section 14.1. In the event the Closing occurs, the Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement to make a claim against the Seller for damages that the Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of the Seller's representations or warranties being untrue, inaccurate or incorrect if the Purchaser knew knew, should have known or should is deemed to have known that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing and the Purchaser nevertheless closes title hereunder. Limited Nature of Representations. The Purchaser acknowledges that neither the Seller nor any of the Seller's Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to the Purchaser other than those specifically set forth in this Section 6 and Section 11. The Purchaser acknowledges that the Seller, pursuant to the terms of this Agreement, has afforded the Purchaser the opportunity for full and complete investigations, examinations and inspections of the Property and all Property Information. The Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to the Purchaser and the Purchaser's Representatives by the Seller or the Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of the Seller and/or any of the Seller's Affiliates; (ii) neither the Seller nor any of the Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information prepared by parties other than the SellerInformation; (iii) the Purchaser has fully reviewed and accepted, and is familiar and satisfied with, the DSAtlantic Report and all information contained and/or disclosed therein except that Purchaser shall not be deemed to have approved any information contained and/or disclosed therein which is not noted as being a material problem with the Property and which Purchaser's engineer or other consultant, upon inspection of the Property, discloses to Purchaser as being a material problem with the Property; (iv) except as expressly set forth in this Section 6, the Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of the Purchaser's Representatives and is not relying in any way on the Property Information furnished by the Seller or any of the Seller's Affiliates, or any of their agents or representatives; and (viv) except as expressly set forth in this Section 6, the Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information, and the Purchaser releases the Seller and the Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto. The Purchaser or anyone claiming by, through or under the Purchaser, hereby fully and irrevocably releases the Seller and the Seller's Affiliates from any and all claims that it may now have or hereafter acquire against any of the Seller or the Seller's Affiliates for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions (whether patent, latent or otherwise) affecting the Property, except for claims against the Seller based upon any warranty, representation, obligation, or liability obligations and liabilities of the Seller expressly provided in this Agreement, the Seller's gross negligence or willful misconduct, and indemnity or contribution claims under CERCLA. The acceptance of the Deed by the Purchaser shall be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement, except for those representations and warranties set forth in Section 11 hereof which 6 shall survive the Closing, and except for those representations and warranties set forth in this Section 6 which shall survive the Closing for a period of twelve (12) months.. Representations and