Agreement of Sale and Purchase


 Exhibit 10.1 
  
 AGREEMENT OF SALE AND PURCHASE 
  
 BETWEEN 
  
 WACHOVIA BANK, NATIONAL ASSOCIATION (“SELLER”) 
  
 AND 
  
 FIRST
STATES INVESTORS 3300, LLC (“PURCHASER”) 
  
 Dated: May
10, 2004 






 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	1.	  	 Defined Terms.
	  	1
			
	2.	  	 Sale and Purchase of Properties.
	  	13
			
	3.	  	 Properties - Real and Personal Assets.
	  	14
			
	4.	  	 Purchase Price
	  	15
			
	5.	  	 Lease Agreements
	  	15
			
	6.	  	 Closing
	  	16
			
	7.	  	 Title.
	  	16
			
	8.	  	 Service and Maintenance Contracts; Leases.
	  	20
			
	9.	  	 Seller’s Deliverables at Closing
	  	22
			
	10.	  	 Purchaser’s Deliverables at Closing
	  	24
			
	11.	  	 Possession; Release Premises.
	  	26
			
	12.	  	 Adjustments and Other Payments
	  	26
			
	13.	  	 Expenses.
	  	31
			
	14.	  	 Default.
	  	33
			
	15.	  	 Risk of Loss.
	  	34
			
	16.	  	 Brokers
	  	36
			
	17.	  	 Properties “AS-IS”
	  	36
			
	18.	  	 Disclaimer.
	  	37
			
	19.	  	 Due Diligence Period.
	  	41
			
	20.	  	 Purchaser’s Termination Right
	  	47
			
	21.	  	 Tax Appeals.
	  	47
			
	22.	  	 Notices
	  	48
			
	23.	  	 No Survival
	  	49

  

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	24.	  	 Further Assurances
	  	49
			
	25.	  	 Lease Agreements, Leases, Overleases and the Master Agreement.
	  	49
			
	26.	  	 Capital Amount
	  	55
			
	27.	  	 Architect’s Reports.
	  	56
			
	28.	  	 Purchase Option/Right of First Offer
	  	58
			
	A.	  	 Purchase Option in favor of SB Jax, Ltd.
	  	58
			
	29.	  	 Miscellaneous.
	  	63
			
	30.	  	 Purchaser’s Representations
	  	65
			
	31.	  	 Seller’s Representations
	  	66
			
	32.	  	 Indemnification
	  	66
			
	33.	  	 Marketing/Confidentiality.
	  	67
			
	34.	  	 Seller’s Substitution Right
	  	68
			
	35.	  	 Linked Properties.
	  	68
			
	36.	  	 Property Audits
	  	69
			
	37.	  	 No Offer
	  	69
			
	38.	  	 No Liability
	  	69
			
	39.	  	 Radon Notice
	  	69

  

 - ii - 







 AGREEMENT OF SALE AND PURCHASE 
  
 THIS AGREEMENT OF SALE AND PURCHASE (“Agreement”) is made and entered into as of May 10, 2004, by and
between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, having an address at 225 Water Street, 8th Floor, Jacksonville, Florida 32202 (“Seller”), and FIRST STATES INVESTORS 3300, LLC, a Delaware limited
liability company having an address c/o First States Group, L.P., at 1725 The Fairway, Jenkintown, Pennsylvania 19046 (“Purchaser”). Terms with initial capital letters shall have the meanings assigned to such terms in Section
1. 
  
 BACKGROUND 
  
 A. Seller owns the Properties identified on the Property Information Schedule
(hereinafter defined). 
  
 B. Seller desires to sell the
Properties to Purchaser, and Purchaser desires to purchase the Properties from Seller, all on the terms and conditions hereinafter provided. 
  
 NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), Seller and Purchaser, intending to be legally bound hereby, agree as follows: 
  

	1.	Defined Terms. The following terms shall have the meanings set forth below when used in this Agreement: 

  
 “Actual Capital Work Completion Amount” shall have the
meaning given such term in Section 26(b). 
  
 “Additional
Rent” shall have the meaning given such term in the Lease Agreement. 
  
 “Adjusted Allocated Purchase Price” shall mean, with respect to each Demising Work Property, an amount equal to what would have been the Allocated Purchase Price therefor (determined in accordance
with the provisions of Section 4(c)), prior to the deduction of Estimated Tenant Reimbursement Amount in accordance with the provisions of Section 4(c). 
  
 “Agreement” shall have the meaning given such term in the parties paragraph. 
  
 “Aggregate Percentage” shall have the meaning given such
term in the definition of Cap Rate. 
  
 “Aggregate
Percentage Condition” shall have the meaning given such term in Section 2(c)(iii). 
  
 “Allocated Deposit” shall mean, for each Property, an amount equal to two percent (2%) of the Initial Estimated Purchase Price. 






 “Allocated Purchase Price” shall mean, for each Property, the amount determined as set
forth in Section 4 of this Agreement. 
  
 “Annual Basic
Rent” shall have the meaning ascribed thereto in the Lease Agreement. 
  
 “Approved Architects” shall have the meaning given such term in Section 27(a). 
  
 “Approved Contractors” shall have the meaning given such term in Section 19(b)(ii). 
  
 “Approved Lease” shall have the meaning given such term in
Section 8(b). 
  
 “Appurtenances” shall
have the meaning given such term in Section 3(a)(ii). 
  
 “Architect’s Report” shall have the meaning given such term in Section 27(a). 
  
 “Assignee” shall have the meaning given such term in Section 27(d). 
  
 “Assignment and Assumption of Leases” shall have the meaning given such term in Section 9(a)(iv).

  
 “ATM” means automatic teller machines.

  
 “BOMA Standard” shall mean in accordance with
the Standard Method for Measuring Floor Area in Office Buildings, Z65.1 (1989), promulgated and issued by the Building Owners and Managers Association. 
  
 “Buildings” shall have the meaning given such term in Section 3(a)(iii). 
  
 “Business Day” shall mean any day other than a Saturday,
Sunday or day upon which banks in New York, New York are authorized or required by law to be closed. 
  
 “Cap Rate” shall mean 0.0719 if the aggregate of all Occupancy Percentages (hereinafter “Aggregate Percentage”) equals
100% on the Closing Date, 0.077 if the Aggregate Percentage is less than 100% but greater than or equal to 93% on the Closing Date, 0.078 if the Aggregate Percentage is less than 93% but greater than or equal to 86% on the Closing Date, 0.079 if the
Aggregate Percentage is less than 86% but greater than or equal to 79% on the Closing Date, 0.080 if the Aggregate Percentage is less than 79% but greater than or equal to 72% on the Closing Date and 0.082 if the Aggregate Percentage is less than
72% but greater than or equal to 65% on the Closing Date, 0.085 if the Aggregate Percentage is less than 65% but greater than or equal to 58% on the Closing Date. 
  
 “Capital Amount” shall have the meaning given such term in Section 26(a). 
  
 “Capital Work” shall have the meaning given such term in
Section 26(a). 
  
 “Capital Work
Contracts” shall have the meaning given such term in Section 26(b). 
  
 “CERCLA” shall have the meaning given such term in Section 18(b). 
  

 2 







 “Closing” shall have the meaning given such term in Section 6. 
  
 “Closing Date” shall mean the first Business Day which is
thirty (30) Business Days after the expiration of the last Due Diligence Period provided for under the terms of this Agreement, subject to adjournment in accordance with the terms of this Agreement. 
  
 “Commitment” shall have the meaning given in Section
7(b). 
  
 “Condo OP Outside Date” shall have
the meaning given such term in Section 28(B)(g). 
  
 “Condo Option Holder” shall have the meaning given such term in Section 28(B)(a)(i). 
  
 “Condo Purchase Option” shall have the meaning given such term in Section 28(B)(a)(iv). 
  
 “Condominium Documents” shall mean that certain Master Deed
of Nations Plaza Horizontal Property Regime, Spartanburg, South Carolina, dated as of June 1, 1988 and recorded in the Office of the Recorder of Mesne Conveyances of Spartanburg, South Carolina in Deed Book 54-R, Page 12, as modified by First
Amendment to Master Deed of Nations Plaza Horizontal Property Regime dated April 9, 1989 and recorded in the aforesaid Recorder’s Office in Deed Book 55-H, Page 500, as further modified by First Supplement to Master Deed of Nations Plaza
Horizontal Property Regime dated as of February 28, 1991 and recorded in the aforesaid Recorder’s Office in Deed Book 7-R, Page 12, along with the by-laws and other constituent documents of the condominium created thereby. 
  
 “Consent” shall have the meaning given such term in
Section 25(k). 
  
 “Consultation Period”
shall have the meaning given such term in Section 27(c). 
  
 “Dedicated Parking Areas” shall have the meaning given such term in Section 25(o). 
  
 “Contract Assignment and Assumption” shall have the meaning given such term in Section 29(d). 
  
 “Deeds” shall have the meaning given such term in Section
9(i). 
  
 “Demising Work” shall have the
meaning given such term in the Lease Agreement. 
  
 “Demising Work Costs” shall have the meaning given such term in the Lease Agreement. 
  
 “Demising Work Property” shall mean a Property containing both Leased Premises and Release Premises. 
  
 “Demising Work Properties” shall mean each and every
Demising Work Property. 
  
 “Documents” shall
have the meaning given such term in Section 19(a). 
  
 “Downpayment” shall have the meaning given such term in Section 4. 
  

 3 







 “Due Diligence Costs” shall mean the reasonable, third party, out-of-pocket costs
incurred by Purchaser (exclusive of attorneys’ fees) for appraisals, title examinations, surveys and environmental and physical inspections. 
  
 “Due Diligence Inspections” shall have the meaning given such term in Section 19(b). 
  
 “Due Diligence Period” means, (i) for the Initial
Properties, the period beginning on the date of this Agreement and ending at 5:00 pm EST on July 16, 2004 and (ii) for any Substitute Property, the period beginning on the date upon which such Property is substituted for a Removed Property and
ending on the first Business Day which is forty-five (45) days thereafter. 
  
 “Environmental Indemnity” shall have the meaning given in Section 19(d). 
  
 “Environmental Requirements” shall have the meaning given such term in Section 18(c). 
  
 “Estimated Capital Work Completion Amount” shall have the
meaning given such term in Section 26. 
  
 “Estimated Demising Work Costs” shall have the meaning given such term in Section 27(a). 
  
 “Estimated Tenant Reimbursement Amount” shall mean, with respect to each Demising Work Property, Seller’s reasonable estimate of the
Tenant Reimbursement Amount for the Demising Work, determined based upon the Estimated Demising Work Costs as set forth in the Architect’s Report, and Seller’s reasonable estimate of the other components of the Tenant Reimbursement Amount.

  
 “Excluded Items” shall have the meaning given
such term in the last paragraph of Section 3. 
  
 “Final Closing Statement” shall have the meaning given such term in Section 12(e)(ii). 
  
 “Fixed Rents” shall have the meaning given such term in Section 12(a)(i). 
  
 “Fixtures and Equipment” shall have the meaning given such
term in Section 3(a)(iv). 
  
 “Force Majeure
Event” shall mean strike, accident, act of God, enemy action, riot or civil insurrection, fire or other casualty, the death or disability of a principal or any other event beyond the reasonable control of Seller or Purchaser. Lack of funds
shall in no event constitute a Force Majeure Event. 
  
 “FSG” shall mean First States Group, L.P., a Delaware limited partnership. 
  
 “FSG Guaranty and Indemnity” shall mean a guaranty and indemnity by FSG in the form of Exhibit K annexed hereto. 
  
 “GAAP” shall mean generally accepted accounting principles.

  

 4 







 “Gap Notice” shall have the meaning given such term in Section 7(c). 

 
 “Hazardous Materials” shall have the meaning given such
term in Section 18(b). 
  
 “Hybrid
Property” shall mean any Property comprised of Land and one or more Leasehold Estates, as described in Section 29(a). 
  
 “Ineligible Property” shall have the meaning given such term in Section 20. 
  
 “Initial ABR Factor” means a rental rate, per rentable
square foot, per annum, equal to the quotient of (i) the aggregate of all Property Amounts for all Properties that contain Leased Premises, divided by (ii) the Net Rentable Area of all of the Leased Premises. 
  
 “Initial Estimated Purchase Price” shall mean, for each
Property, the amount set forth on the Property Information Schedule. 
  
 “Intangible Personal Property” shall have the meaning given such term in Section 3(a)(v). 
  
 “Intangible Property Assignment” shall have the meaning given such term in Section 9(a)(iii). 
  
 “Initial Properties” shall each and every Initial Property.

  
 “Initial Property” shall mean each of the
Properties, as to which the Land or Leasehold Estate which is included in such Property is identified on the Property Information Schedule on the date hereof. 
  

“ISRA Application Documents” shall have the meaning given such term in Section 18(f). 
  
 “Knowledge” shall mean, with respect to Seller, the actual
knowledge of Neil C. King, after due inquiry by him of other employees of Seller responsible for the operation of the Properties. 
  
 “Land” shall have the meaning given such term in Section 3(a)(i). 
  
 “Leased Premises” means, for Properties subject to Lease Agreements, the premises leased by Purchaser to
Seller from and after the Closing Date pursuant to the Lease Agreements. The Property Information Schedule contains an estimate of the Net Rentable Area of the Leased Premises in those Properties containing the same. The precise Net Rentable Area,
and location of, the Leased Premises in such Properties shall be determined through the measurement process contemplated by Section 27 hereof. The Leased Premises do not include any Release Premises. 
  
 “Leases” means the leases for tenants other than Seller (and
its affiliates) occupying space in the Properties as set forth on the Rent Roll attached as Exhibit L hereto, together with any Approved Leases. 
  

 5 







 “Lease Agreement” and “Lease Agreements” shall have the meanings given
such terms in Section 5. 
  
 “Lease
Guaranty” shall mean a guaranty by Wachovia Corporation, a North Carolina corporation, of Seller’s obligations as tenant under the Lease Agreements in the form attached as Exhibit G hereto. 
  
 “Leasehold Estate” shall mean the Seller’s estate, as
lessee, under an Overlease. 
  
 “Leasing Costs”
shall have the meaning given such term in Section 8(b). 
  
 “Letter of Non-Applicability” shall have the meaning given such term in Section 18(f). 
  
 “Linked Property” shall have the meaning given such term in Section 35. 
  
 “Master Agreement” shall mean an agreement in the form
annexed hereto as Exhibit H. 
  
 “Measurement/Demising Work Determination Fee” shall mean the cost of any Architectural Report obtained by Seller in accordance with the provisions of Section 27(a). 
  
 “Monthly Operating Expense Factor” shall mean, for each
Property containing Leased Premises, the amount set forth for such Property on the Property Information Schedule. 
  
 “Mortgage SNDA” shall have the meaning given such term in the Lease Agreement. 
  
 “Net Rentable Area” shall mean, as applicable, the net
rentable areas (i.e. the number of rentable square feet) of the Leased Premises, the Release Premises and the Buildings (and in each case each floor therein), determined in conformity with the BOMA Standard. The approximate Net Rentable Areas
of the Leased Premises, the Release Premises and the Buildings are set forth on the Property Information Schedule for each Property. 
  
 “NJDEP” shall have the meaning given such term in Section 18(f). 
  
 “Objection” shall have the meaning given such term in Section 7(b)(i). 
  
 “Occupancy Percentage” shall mean, as to each Building, a
fraction, expressed as a percentage, the numerator of which is the Net Rentable Area of the Leased Premises in the Building at the time the determination is made and the denominator of which is Net Rentable Area of the Building. The Occupancy
Percentage for each Building in which there are no Leased Premises shall equal zero. The Property Information Schedule contains an estimate of the Occupancy Percentage of each Building containing Leased Premises. 
  
 “OP Outside Date” shall have the meaning given such term in
Section 28(A)(g). 
  
 “Operating Expense Estimate
Payment” shall mean, with respect to each Property, a portion of which is demised under a Lease Agreement, the product obtained by multiplying (i) the Occupancy Percentage for such Property by (ii) the Monthly Operating Expense Factor for
such Property. 
  

 6 







 “Operating Lease Condition” shall mean Seller’s Corporate Accounting Policy
Department has determined, in its sole discretion, (i) that Seller’s sale of the Properties to Purchaser in accordance with the provisions of this Agreement shall be treated as a “sale” under GAAP and (ii) Purchaser’s leasing to
Seller of the premises demised under the Lease Agreements in accordance with the provisions of the Lease Agreements shall be treated as an “operating lease” under GAAP. 
  
 “Option Agreement” shall have the meaning given in Section 28(A)(a)(i). 
  
 “Option Holder” shall have the meaning given in Section
28(A)(a)(i). 
  
 “Option Property” shall have
the meaning given in Section 28(A)(a)(ii). 
  
 “Other Demising Work Costs” shall have the meaning given such term in the Lease Agreement. 
  
 “Overage Rent” shall have the meaning given such term in Section 12(a)(i). 
  
 “Overlease” shall mean both (i) the lease of each of those
parcels of land identified on the Property Information Schedule as being subject to an Overlease and (ii) a lease of any other Property that creates a Leasehold Estate as to the land underlying such Property, provided in the case of this clause (ii)
that such lease satisfies the Overlease Criteria. 
  
 “Overlease Assignment and Assumption” shall have the meaning given such term in Section 9(a)(i). 
  
 “Overlease Criteria” shall mean (i) the Overlease (or a memorandum thereof) shall have been recorded in the applicable local land
records, (ii) the Overlease shall not prohibit the ground lessee from assigning the lease as collateral security for a loan and mortgaging its interest in the Overlease, (iii) the Overlease shall have a remaining term (including any exercised or
non-exercised renewal terms) of not less than 36 years, (iv) the lessor under the Overlease, prior to exercising any material remedy accorded to the lessor thereunder by reason of the lessee’s default (including, without limitation, terminating
the Overlease), shall be obligated to (A) furnish the holder of a leasehold mortgage with a copy of any notice of default furnished to the lessee thereunder and (B) afford the holder of a leasehold mortgage with an opportunity to cure the default,
(v) upon any termination of the Overlease (by reason of a default that the leasehold mortgagee chose not to, or was unable, to cure), the lessor thereunder shall be obligated to offer a new lease to a leasehold mortgagee, upon the then-executory
terms of the Overlease, provided that the leasehold mortgagee cures all monetary defaults and undertakes to cure all other defaults, (vi) the Overlease shall provide that the lessor thereunder shall not permit the lessee thereunder to cancel,
terminate, surrender or materially modify the Overlease without first obtaining the consent of a leasehold mortgagee, (vii) neither the lessor nor the lessee shall be permitted to terminate the Overlease by reason of damage to, or the destruction
of, the premises demised thereunder if a leasehold mortgage is outstanding and (viii) the Overlease shall not 
  

 7 







 provide that the lessee thereunder may only lease space constituting all or a part of the premises demised under the
Overlease to third party tenants upon the receipt of the ground lessor’s consent, which consent may be withheld in its sole discretion. 
  
 “Overlease Estoppel” shall mean an estoppel certificate, executed by the lessor of a Property subject to an Overlease, in substantially
the form required under the terms of the Overlease (or if not so specified, then substantially in the form attached as Exhibit B annexed). 
  
 “Overlease Indemnity” shall have the meaning given such term in Section 25(k). 
  
 “Overlease Recognition Agreement” shall have the meaning
given such term in the Lease Agreement. 
  
 “Overlease
Recognition Agreement Property” shall mean each of the Properties identified on Exhibit B-1 annexed hereto. 
  
 “Permissible Inspection Items”, for purposes of a Phase II Study, shall mean, collectively, (i) asbestos surveys, (ii) GPR and
magnetometer studies and (iii) underground storage tank tightness-testing, provided that the same utilizes negative pressure and applies a minimal vacuum to the underground storage tank. “Permissible Inspection Items” shall also
include soil borings in the vicinity of underground storage tanks, if and only if tightness-testing indicates that such underground storage tanks may lack structural integrity based upon the evaluation criteria of the tightness-testing protocol.

  
 “Permissible Lease” shall have the meaning
given in Section 8(b). 
  
 “Permitted
Exceptions” shall have the meaning given in Section 7(a). 
  
 “Phase I Study” shall have the meaning given such term in Section 19(b). 
  
 “Phase II Study” shall have the meaning given such term in Section 19(d). 
  
 “Primary Demising Work Costs” shall have the meaning given
such term in the Lease Agreement. 
  
 “Preliminary Closing
Statement” shall have the meaning given such term in Section 12(e)(i). 
  
 “Properties” shall mean each and every Property. 
  
 “Property” shall mean, for each Initial Property or Substitute Property, the parcel of Land or Leasehold Estate which comprises such
property, together with the Buildings, Fixtures and Equipment, Appurtenances and Intangible Personal Property pertaining to such parcel of Land or Leasehold Estate. It is understood that the term “Property” shall be deemed modified by the
provisions of Section 2 hereof. 
  

 8 







 “Property Amount”, for each Property that contains Leased Premises, shall equal the
product of (i) either (A) in the case of the Demising Work Properties, the Adjusted Allocated Purchase Price for such Property, plus the Estimated Capital Work Completion Amount, if any, for such Property, or (B) in the case of all other
Properties that contain Leased Premises, the Allocated Purchase Price for such Property, plus the Estimated Capital Work Completion Amount, if any, for such Property, multiplied by (ii) the Cap Rate, multiplied by (iii) the Occupancy
Percentage of such Property. 
  
 “Property
Audits” shall have the meaning given such term in Section 36. 
  
 “Property Information Schedule” shall mean the schedule annexed hereto as Exhibit A. Purchaser acknowledges that the Property Identification Number (“PID”), popular name and street address of each Property
is set forth on the Property Information Schedule for ease of reference only and has no legal significance. 
  
 “Property Taxes” shall have the meaning given such term in Section 12(a)(ii). 
  
 “Purchaser” shall have the meaning given to such term as set
forth above. 
  
 “Purchaser Affiliate” shall mean
a partnership, limited liability company, or corporation that is owned by or is under common control and ownership with, Purchaser. 
  
 “Purchase Option” shall have the meaning given in Section 28(A)(a)(iii). 
  
 “Purchase Price” shall have the meaning given such term in
Section 4. 
  
 “Purchaser’s DPL Designation
and Certification” shall mean an instrument in the form annexed hereto as Exhibit I. 
  
 “Purchaser’s Closing Documents” shall have the meaning given such term in Section 10. 
  
 “Purchaser’s Phase II Objection Date” shall mean, with
respect to a Property, the date which is 45 days after Seller’s Election Date with respect to such Property. 
  
 “REA” shall have the meaning given such term in Section 25(b). 
  
 “REA Estoppel” shall mean, with respect to each Property subject to an REA, a certificate substantially in
the form required under such REA (or, if no such form is specified, substantially in the form attached as Exhibit J hereto). 
  
 “Real Estate Tax Estimate Payment” shall mean, for each Property containing Leased Premises, the product obtained by multiplying (i) the
Occupancy Percentage for such Property by (ii) the Real Estate Tax Factor. 
  
 “Real Estate Tax Factor” shall mean, for each Property containing Leased Premises, the product obtained by multiplying (i) Property Taxes for such Property by (ii) the quotient obtained by dividing
(A) the number of days remaining in the fiscal period with respect to which such Property Taxes were assessed and (B) the total number of days in such fiscal period. 
  

 9 







 “RCRA” shall have the meaning given such term in Section 18(b). 
  
 “Refund Amount” shall have the meaning given such term in
Section 28(b). 
  
 “Release Premises”
means, for certain Properties subject to Lease Agreements, certain premises demised under the Lease Agreements which Seller, as tenant, may ultimately surrender to Purchaser, as landlord, in accordance with the provisions of the Lease Agreements.
The Property Information Schedule contains an estimate of the Net Rentable Area of the Release Premises at those Properties which contain the same. The precise Net Rentable Area, and location of, the Release Premises at such Properties shall be
determined through the measurement process contemplated by Section 27 hereof. 
  
 “Release Premises Information” shall have the meaning given such term in Section 27(b). 
  
 “Relevant Cost” shall have the meaning given such term in Section 19(g)(ii). 
  
 “Remediation Conditions” shall have the meaning given such
term in Section 19(f). 
  
 “Removed
Properties” shall mean each and every Removed Property. 
  
 “Removed Property” shall mean each Property with respect to which this Agreement is terminated in accordance with the provisions of Sections 7, 15, 19, 20, 25, 27 or 35 hereof. 
  
 “Rents” shall have the meaning given such term in Section
12(a)(i). 
  
 “Rent Roll” means the rent roll
attached hereto as Exhibit L (it being understood that the same is annexed hereto as an accommodation to Purchaser, and that Seller shall not be deemed to have made any representation or warranty as to the accuracy thereof). 
  
 “Required Inspection Information” shall have the meaning
given in Section 19(b)(i). 
  
 “Required
Properties” shall mean the Properties identified as such on the Property Information Schedule. 
  
 “Required Substitute Property Information” shall mean, with respect to each Substitute Property (i) an updated Property Information
Schedule which identifies the Substitute Property and sets forth the information specified in the Property Information Schedule for the Substitute Property, (ii) an updated Exhibit Z, setting forth Capital Work (if any) for the Substitute
Property and (iii) if the Substitute Property contains Leased Premises, an updated Exhibit F, identifying provisions appropriate for inclusion as Article XV of the Lease Agreement. 
  
 “Restricted Overlease” shall mean any Overlease which, by its terms, requires the consent (reasonable or
otherwise) of the lessor thereunder to an assignment of the interest of the lessee thereunder. 
  

 10 







 “Review Period Expiration Date” shall have the meaning given in Section 7(b)(ii).

  
 “Scope of Work” shall have the meaning given
such term in Section 19(d). 
  
 “SEC”
shall have the meaning given such term in Section 33(b). 
  
 “Seller” shall have the meaning given such term in the parties paragraph. 
  
 “Seller Tenant Estoppel” shall mean an estoppel certificate from Seller, as the tenant of Leased Premises, substantially in the form of
Exhibit E-1 to the Lease Agreement. 
  
 “Seller
Third Party Tenant Estoppel” shall mean an estoppel certificate from Seller substantially in the form of Exhibit M-1 hereto. 
  
 “Seller Overlease Estoppel” shall mean an estoppel certificate from Seller substantially in the form of Exhibit M-2 hereto.

  
 “Seller REA Estoppel” shall mean an estoppel
certificate from Seller substantially in the form of Exhibit M-3 annexed hereto. 
  
 “Seller’s Closing Documents” shall have the meaning given such term in Section 9. 
  
 “Seller’s Condo Offer Notice” shall have the meaning given such term in Section 28(B)(a)(iii). 
  
 “Seller’s DPL Acknowledgement” shall mean an instrument
in the form annexed hereto as Exhibit N. 
  
 “Seller’s Election Date” shall mean, with respect to each Property, the date which is fifteen (15) Business Days after the expiration of the Due Diligence Period for such Property. 
  
 “Seller’s Environmental Election” shall have the
meaning given such term in Section 19(d). 
  
 “Seller’s Notice of No Encumbrance” shall have the meaning given in Section 28. 
  
 “Seller’s Offer Notice” shall have the meaning given in Section 28(A)(a)(iv). 
  
 “Seller’s Extended Phase II Election Date” shall mean,
with respect to a Property, the date which is 45 days after Seller’s Phase II Election Date with respect to such Property. 
  
 “Seller’s Phase II Election” shall have the meaning given such term in Section 19(f) hereof. 
  
 “Seller’s Phase II Election Date” shall mean, with
respect to a Property, the date which is ten (10) Business Days after Purchaser’s Phase II Objection Date with respect to such Property. 
  
 “Seller’s Revocation Notice” shall have the meaning given in Section 28. 
  

 11 







 “Separate Charge Parking Areas” shall have the meaning given such term in Section
25(o) hereof. 
  
 “Service Contracts” shall
have the meaning given such term in Section 8(a). 
  
 “Service Entrance” shall have the meaning given such term in the Lease Agreement. 
  
 “Site Plan” shall have the meaning given such term in Section 25(o) hereof. 
  
 “Substitute Properties” shall mean each and every Substitute
Property. 
  
 “Substitute Property” shall mean
such parcel of land or leasehold estate (together with the Buildings, Fixtures and Equipment, Appurtenances and Intangible Personal Property pertaining to such parcel of land or leasehold estate) owned by Seller (or an affiliate of Seller) and
substituted by Seller for a Removed Property in accordance with the provisions of Agreement. 
  
 “Successor” shall have the meaning given such term in Section 7(d). 
  
 “Supplementary Overlease Estoppel” shall mean an estoppel certificate in the form annexed hereto as
Exhibit N-1. 
  
 “Supplementary Overlease Estoppel
Request” shall mean a letter by Purchaser, in the form annexed hereto as Exhibit N-2, addressed to the lessor under an Overlease. 
  
 “Survey” shall have the meaning given such term in Section 7(b). 
  
 “Tenant Dedicated Parking Areas” shall have the meaning given such term in Section 25(o).

  
 “Tenant Estoppel” shall mean an estoppel
certificate from the tenant under a Lease, which under the terms of this Agreement Seller has agreed to seek and which certificate shall be in substantially the form required under the terms of the applicable Lease (or if not such form is specified
or described then substantially in the form attached as Exhibit O hereto.) 
  
 “Tenant Reimbursement Amount” shall have the meaning given such term in the Lease Agreement. 
  
 “Title Materials” shall have the meaning given such term in Section 7(b). 
  
 “Title Objection Date” shall have the meaning given such
term in Section 7(b)(iii). 
  
 “Title Objection
Notice” shall have the meaning given such term in Section 7(b)(iv). 
  
 “Transfer Tax Documents” shall have the meaning given in Section 9(a)(ii). 
  
 “Utilities” shall have the meaning given such term in Section 12(a)(iii). 
  
 “Violations” has the meaning given in Section
7(a)(xii). 
  

 12 








	2.	Sale and Purchase of Properties. 

  

	 	(a)	On the terms and conditions herein provided, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, Seller’s right, title and interest
in and to all of the Properties. 

  

	 	(b)	Seller and Purchaser agree that, under the terms of this Agreement, certain of the Properties (or Substitute Properties) described herein may not be conveyed to the Purchaser.
Accordingly, the terms “Property” and “Properties” shall not be deemed to mean any property that, pursuant to the terms hereof, Seller is no longer obligated to convey to Purchaser or Purchaser is no longer obligated to acquire
from Seller. Further, any obligation of either Seller or Purchaser as to such a property shall terminate (for example, the obligation to cure Objections); but the foregoing is not intended to terminate any obligations that pertain to such a property
that would have survived the termination of this Agreement (for example, the obligation to indemnify Seller for any damages arising out of Purchaser’s inspection of the property during due diligence). 

  

	 	(c)	Notwithstanding anything to the contrary set forth in this Agreement, Seller and Purchaser agree that it is a condition of: 

  

	 	(i)	Seller’s (but not Purchaser’s) obligation to close title hereunder to all the Properties, that title to the Required Properties is conveyed at the Closing;


  

	 	(ii)	Seller’s (but not Purchaser’s) obligation to close title hereunder to all the Properties, that the Operating Lease Condition shall be satisfied. Seller acknowledges that
Seller’s Corporate Accounting Policy Department, has advised Seller that the Operating Lease Condition, if determined today, would be satisfied; 

  

	 	(iii)	Seller’s (but not Purchaser’s) obligation to close title hereunder to all the Properties, that the Aggregate Percentage is not less than 58% and not more than 72% (the
“Aggregate Percentage Condition”); and 

  

	 	(iv)	Purchaser’s obligation to close title hereunder to all the Properties, that the Aggregate Percentage is not less than 58%. 

  

	 	(d)	Seller and Purchaser shall each have the right to waive any or all of the conditions set forth in Section 2(c) which is for its benefit. In the event the closing of title
shall not take place for a failure of any of the aforesaid conditions, this Agreement shall terminate. Upon such termination, Seller shall refund the Downpayment to Purchaser and reimburse Purchaser for its Due Diligence Costs as required by
Section 13(c) hereof, whereupon neither party shall have any rights or obligations hereunder, except those that by the terms of this Agreement are to survive such termination. 

  

 13 








	3.	Properties - Real and Personal Assets. 

  

	 	(a)	The Properties to be conveyed to Purchaser by Seller are comprised of Seller’s right, title and interest, if any, in and to the following: 

  

	 	(i)	each parcel of land ( the “Land” and, collectively, “Lands”) and each Leasehold Estate, in each case identified and more particularly described on
the Property Information Schedule; 

  

	 	(ii)	all rights, privileges and easements appurtenant to the Lands, including, without limitation, all right, title and interest, if any, in and to all minerals, oil, gas and other
hydrocarbon substances, development rights, land use entitlements, including, without limitation, building permits, licenses, permits and certificates, utilities commitments, air rights, water, water rights, sewerage allocations, riparian rights and
water stock relating to the Land and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land, and all right, title and interest in and to all roads, easements, rights of way and alleys adjoining
or servicing the Land (collectively, “Appurtenances”); 

  

	 	(iii)	all buildings and improvements located on the Lands or Leasehold Estates (collectively, “Buildings”); 

  

	 	(iv)	except as set forth below, all fixtures and equipment customarily considered to be part of real property (to the extent located on the Land or within a Building), including without
limitation, heating and air conditioning systems, facilities that provide any utility, refrigeration, ventilation, garbage disposal or other similar service, teller counters and under counter steel (but not cash dispensing units or teller machines),
vaults and vault doors, drive-in banking kiosks, air conditioning equipment, kitchen equipment and appliances and structural pylons or monument sign frames associated with exterior signs (collectively, “Fixtures and Equipment”);


  

	 	(v)	except as set forth below, all intangible personal property used in the ownership or use or operation by Seller as the owner of the Lands, Leasehold Estates or a Building,
including, without limitation, all building licenses and permits to the extent transferable; all warranties and guaranties to the extent transferable, together with all tenant leases, agreements, records, substantive correspondence with such tenants
and all guaranties thereof and all amendments thereto, in all of the foregoing instances to the extent customarily conveyed in real estate sale transactions (collectively, “Intangible Personal Property”). 


 
 Notwithstanding the foregoing, the conveyance to Purchaser by Seller of each Property
shall specifically exclude the following (collectively, “Excluded Items”):(x) furniture, trade fixtures, personal property and non-building related equipment, including, but not limited to, file cabinets, office equipment, supplies,
records, documents, audio/visual equipment, artwork, antiques, 
  

 14 







 furnishings, oriental or area carpets, plants, security systems and cameras, computers and computer software, telephones
and telecommunications equipment, satellite dishes and antennas, cash, coin, safe deposit boxes (including the nests or frames thereof), lockers and free standing vaults, cash dispensing units, ATMs (whether connected to or located within the
Buildings or situated as freestanding structures on the Property) and ATM equipment, interior and exterior signs proprietary to Seller, (y) any personal property belonging to Seller and located within any Leased Premises or Release Premises, and (z)
any property of a tenant occupying any portion of the Property. All of the Excluded Items are hereby excluded from the Properties to be conveyed hereunder and shall remain the property of Seller or the third party owner thereof. 
  
 4. Purchase Price. The total purchase price (“Purchase Price”) for
the Properties, subject to adjustment as herein provided, shall equal the sum of the Allocated Purchase Prices for each Property conveyed at the Closing, as each such Allocated Purchase Price is finally determined in the manner set forth in
subsection (c) below. The Purchase Price shall be paid as follows: 
  

	 	(a)	An amount equal to the sum of the Allocated Deposits for the Properties (such sum, as it may be modified in accordance with the terms of this Agreement, the
“Downpayment”), by wire transfer of immediately available funds within one (1) Business Day of the date hereof to the following account of Seller: Wachovia Bank; Routing and Transit Number: 0530000219; DDA Account Number 5 0000 0000
4331; Attention: Corporate Real Estate. Purchaser’s failure to pay the Downpayment in the time and in the manner hereinbefore shall render this Agreement void ab initio. 

  

	 	(b)	The balance of the Purchase Price, by wire transfer of immediately available funds on the Closing Date to an account or accounts designated by Seller. 

  

	 	(c)	The Allocated Purchase Price for each Property shall equal the (i) sum of (A) the Initial Estimated Purchase Price of that Property, less an amount equal to the amount
of depreciation of that Property (from [April 30th, 2004] through the day preceding the Closing), as determined by
Seller in its sole discretion, but in a manner consistent with its customary practices, plus (B) the Capital Amount (if any) for each Property, less an amount equal to the amount of depreciation of any asset that was acquired or
constructed with the sums constituting the Capital Amount (from the day such asset went into service through the day of Closing), as determined by Seller in its sole discretion, but in a manner consistent with its customary practices. Additionally,
with respect to Demising Work Properties, the Estimated Tenant Reimbursement Amount shall be deducted from the amount determined pursuant to the foregoing provisions to arrive at the Allocated Purchase Price. 

  
 5. Lease Agreements. Commencing on the Closing Date, Purchaser, as landlord, shall
lease to Seller, as tenant, the Leased Premises and the Release Premises at each Property conveyed on the Closing Date (and which contains either Leased Premises or Release Premises) by separate lease agreements in the form set forth on Exhibit
P hereto (each, a “Lease Agreement” and, collectively, the “Lease Agreements”). 
  

 15 







 6. Closing. The “Closing” shall be the meeting at which Seller transfers ownership of the
applicable Properties to Purchaser and Purchaser pays the Purchase Price (as adjusted in accordance with this Agreement) to Seller. The Closing shall occur on the Closing Date at the offices of Seller’s counsel, Bryan Cave, LLP, at 1290 Avenue
of the Americas, New York, New York. Notwithstanding the foregoing, (i) Seller shall be entitled, upon notice to Purchaser from time to time on or before any date scheduled for Closing herein, to an adjournment or adjournments of the Closing, not to
exceed thirty (30) days in the aggregate and (ii) Purchaser shall be entitled, upon notice to Seller from time to time on or before any date scheduled for Closing herein, to an adjournment or adjournments of the Closing, not to exceed thirty (30)
days in the aggregate. Further, Seller shall be entitled to adjourn the Closing as permitted under the terms of this Agreement. Time shall be of the essence as to both parties’ obligation to close title on the Closing Date, as the same may be
adjourned in accordance with the terms of this Agreement. Notwithstanding the foregoing, if either party hereto is unable to proceed to Closing on the Closing Date (as the same may be adjourned as aforesaid) by reason of a Force Majeure Event, such
party shall not be deemed to be in default of its obligation to proceed to Closing on the Closing Date and the parties shall proceed to Closing as soon as practicable thereafter. 
  

	7.	Title. 

  

	 	(a)	On the date of the Closing, the title to a Property conveyed shall be good and marketable, free and clear of all liens, judgments and similar encumbrances, other than the following,
which shall be permitted exceptions to title that shall not require Seller to take any action (collectively, the “Permitted Exceptions”): 

  

	 	(i)	any grant, right-of way, easement, covenant, restriction, monetary lien or judgment, other than those which constitute valid Objections; 

  

	 	(ii)	any state of facts that an accurate survey would show, other than those which constitute valid Objections; 

  

	 	(iii)	zoning regulations, municipal building restrictions and other laws, ordinances, regulations and restrictions of any public or quasi-public authority; 

  

	 	(iv)	grants, easements or rights of way required to be given by Seller in accordance with applicable law to governmental entities or to utility and/or power companies; the right of the
public in sidewalks and abutting public rights-of-way; and easements required to be given by Seller by applicable law for water course maintenance, slope rights or sight rights; 

  

	 	(v)	the lien of current taxes and assessments, subject to adjustment as herein provided; 

  

	 	(vi)	special taxes and assessments becoming a lien on or after the applicable date of Closing; 

  

 16 








	 	(vii)	the Lease Agreements, the Leases and any Approved Leases, and title matters which arise by reason of the acts or omissions of the tenants under the Leases and any Approved Leases;


  

	 	(viii)	the terms and conditions in the Overleases; 

  

	 	(ix)	the terms and conditions of the Condominium Documents; 

  

	 	(x)	any so called reciprocal operating or easement agreement; 

  

	 	(xi)	standard terms and exceptions set forth in the form of title insurance policy of any reputable title insurance company authorized to conduct business in the state where the conveyed
Property is located; 

  

	 	(xii)	any violation of any law or municipal ordinance, order or requirement, now or hereafter issued against a Property by any federal, state or municipal department having jurisdiction
over a Property (collectively, “Violations”), and the conditions giving rise to the same; 

  

	 	(xiii)	the Option Agreement and any other document or instrument evidencing the Purchase Option, subject to the provisions of Section 28 hereof; and 

  

	 	(xiv)	any other matter (x) to which Purchaser is obligated to accept title subject in accordance with the terms of this Agreement or (y) which would constitute an Objection or otherwise
vary the state of title that Seller is obligated to deliver hereunder, but which is waived (or deemed waived) by Purchaser in accordance with the provisions of this Section 7. 

  

	 	(b)	As to each Property, Purchaser shall order, at Purchaser’s expense, (i) a title commitment from a title insurance company authorized to do business in the state in which such
Property is located and (ii) an ALTA plat of survey of the Property, prepared by a registered or certified surveyor (the “Survey”). No later than two (2) Business Days following Purchaser’s receipt thereof, Purchaser shall
furnish Seller with (x) a copy of the title commitment, together with copies of all instruments referred to therein (collectively, the “Commitment”) and (y) the Survey (the Commitment and the Survey are hereinafter collectively
referred to as the “Title Materials”). Notwithstanding the foregoing, Purchaser, in lieu of providing Seller with a hard copy of the Commitment, may provide Seller with internet access thereto, provided that Seller may download and
print the same for its records and provided further that in all events Purchaser will furnish Seller with a hard copy of the Survey. Following Purchaser’s receipt of Title Materials which disclose the existence of Objections with respect to a
Property, Purchaser may, on or before the Title Objection Date, furnish Seller with a Title Objection Notice. Purchaser shall be deemed to have waived objection to the state of title to a Property unless Purchaser furnishes Seller with a Title
Objection Notice with respect to such Property on or before the Title Objection Date. As to any Property with respect to which Purchaser has waived objection to the state of title as 

  

 17 







 hereinbefore provided, Purchaser shall close title thereto without abatement of the Purchase Price or any
claim for damages or otherwise against Seller by reason of the state of title to such Property. For purposes of this Agreement, the following terms shall have the following meanings: 
  

	 	(i)	The term “Objections” shall mean any monetary liens, judgments, easements, restrictions or other title defects, or any state of facts that an accurate survey or
inspection would disclose, which are not Permitted Exceptions and which (x) would render title to a Property unmarketable and uninsurable by a reputable title insurance company at regular rates, provided that Purchaser is prepared to pay all
premiums and fees and take such other measures as are reasonably or customarily taken by the owners of real property to acquire an owner’s policy of title insurance and (y) would materially, adversely affect the value of the Property or
materially restrict or impair the operation thereof for its current use; 

  

	 	(ii)	“Review Period Expiration Date” shall mean, with respect to each Property, the date which is ten (10) days after Purchaser receives all of the Title Materials for
such Property, unless Purchaser, on or before the expiration of such ten (10) day period, furnishes Seller with written notice that Purchaser requires additional time to review the state of title to such Property, in which event the Review Period
Expiration Date shall be the date which is twenty (20) days after Purchaser’s receipt of the Title Materials; 

  

	 	(iii)	“Title Objection Date” shall mean, with respect to each Property, the date which is the sooner to occur of (i) the Review Period Expiration Date and (ii) the
expiration of the Due Diligence Period for such Property (without regard to whether Purchaser has obtained, or furnished Seller with, the Title Materials for such Property); and 

  

	 	(iv)	“Title Objection Notice” shall mean a notice by Purchaser to Seller objecting to Title Objections, which such notice shall identify with reasonable specificity the
Title Objections to which Purchaser objects. 

  

	 	(c)	Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any Objections that first arise from and after the date hereof. If such later
Objections come into existence and Purchaser sends a Gap Notice to Seller, Purchaser and Seller shall have the same rights and obligations with respect to such notice as apply to a Title Objection Notice in accordance with the provisions of this
Section 7. 

  

	 	(d)	Notwithstanding any contrary term herein, a monetary lien or judgment against Seller shall not constitute an Objection if a title insurance company authorized to do business in the
state in which the affected Property is located agrees that it will insure title free of such monetary lien or judgment to Purchaser, its successors and 

  

 18 







 assigns, including, without limitation, future purchasers (“Successor”), or with
affirmative insurance against the enforcement of such monetary lien or objection against the affected Property to Purchaser and any Successor, and such removal or affirmative coverage does not require Purchaser or any Successor to defend at its
expense an action brought on any such monetary lien or objection. 
  

	 	(e)	If Purchaser furnishes Seller with a Title Objection Notice with respect to a Property in accordance with Section 7(b), or Purchaser furnishes Seller with a Gap Notice with
respect to a Property in accordance with Section 7(c), Seller shall have the right, in its sole discretion, upon notice to Purchaser on or before Seller’s Election Date (in the former case) and ten (10) Business Days after its receipt of
a Gap Notice (in the latter case), to either (i) endeavor to cure the Objections noted therein, in which event Seller shall be entitled to an adjournment or adjournments, not to exceed seventy five (75) Business Days in the aggregate, to afford
Seller time to cure the Objection or (ii) terminate this Agreement as to the Property affected or encumbered by the Objections noted therein, whereupon such Property shall constitute a “Removed Property”. Upon the termination of
this Agreement as to a Removed Property, Seller shall refund the Allocated Deposit for the Removed Property to Purchaser. In addition, Seller shall reimburse Purchaser for the Due Diligence Costs (upon being presented with paid invoices and receipts
evidencing such costs) with respect to the Removed Property. Thereafter, this Agreement shall be null and void as to the Removed Property (but shall remain in force and effect with respect to the remaining Properties), and neither party shall have
any obligation to the other with respect thereto, except to the extent such obligation expressly survives such termination. 

  

	 	(f)	If Seller endeavors to cure an Objection in accordance with the provisions of Section 7(e), but does not do so on or before the Closing Date (as the same may be adjourned by
Seller in accordance with the provisions of said Section 7(e)), this Agreement shall be deemed terminated as of the Closing Date as to the affected Property only (and shall remain in full force and effect as to the remaining Properties),
whereupon the provisions with respect to the removal of Properties set forth in this Section 7 shall apply. 

  

	 	(g)	If Seller terminates this Agreement with respect to any Property in accordance with the provisions of Section 7(e), Seller may, simultaneously therewith, substitute one or
more Substitute Properties for the Removed Property, by providing Purchaser with the Required Substitute Property Information. Notwithstanding the foregoing, Seller, unless permitted by Section 34, may not substitute a Property or Properties
for any Removed Property which was earlier substituted for a Removed Property in accordance with the provisions of this Agreement. If Seller substitutes a Substitute Property for a Removed Property, then in lieu of refunding the Allocated Deposit
for the Removed Property to Purchaser, there shall be an adjustment of the Downpayment to reflect the substitution of the Substitute Property for the Removed Property (i.e., Seller shall refund to Purchaser the amount by which the Allocated
Deposit for the Removed 

  

 19 







 Property exceeds that of the Substitute Property, or Purchaser shall pay to Seller the amount by which
the Allocated Deposit for the Substitute Property exceeds that of the Removed Property, as applicable.) 
  

	 	(h)	Notwithstanding anything to the contrary set forth in this Section 7, in no event shall Purchaser have the right to raise any Objection, or terminate this Agreement as to,
any Required Property, unless the Objection raised by Purchaser is with respect to a matter that first arises after the date of this Agreement. 

  

	 	(i)	Notwithstanding any contrary term set forth in this Section 7, Purchaser may, upon written notice to Seller at any time on or before the Closing Date, elect to accept such
title to a Property as Seller can convey, notwithstanding the existence of Objections. In such event, this Agreement shall continue in force and effect with respect to such Property, the parties shall proceed to Closing and Purchaser shall not be
entitled to any abatement of the Purchase Price or any claim for damages or otherwise by reason of the Objections. 

  

	 	(j)	The sale includes whatever right, title and interest Seller has in and to the equipment and fixtures presently on each Property that are appurtenant to or used in the operation
thereof (subject to the exclusions set forth in Section 3). Seller makes no representations as to the quality, kind or condition thereof, and Purchaser agrees to take the same “WHERE-IS” and “AS-IS.”


  

	 	(k)	Notwithstanding anything to the contrary contained in this Section 7, in no event shall the provisions of this Section 7 be interpreted or otherwise construed as
requiring Seller to warrant title to the Property except as may be set forth in the Deeds delivered pursuant to Section 9(a)(i). 

  

	8.	Service and Maintenance Contracts; Leases. 

  

	 	(a)	Within twenty (20) Business Days following the date hereof with respect to the Initial Properties, and within twenty (20) Business Days following the designation of a Substitute
Property, Seller shall furnish Purchaser with a schedule of any and all maintenance, management, service and other contracts for the applicable Property or Properties that Seller desires Purchaser to assume at Closing (collectively, the
“Service Contracts”). The schedule shall set forth, at a minimum, the name of the contractor, a description of the services rendered under the contract, the expiration date of the term of the contract and the approximate annual
contract cost. Notwithstanding the foregoing, Purchaser acknowledges that certain of the Service Contracts may not be assignable without the consent of the contractors thereunder. Further, Seller may be under an obligation to maintain the
confidentiality of certain Service Contracts, unless such obligation is waived by the contractors thereunder. At Closing, Seller shall assign to Purchaser, and Purchaser shall assume, all previously scheduled Service Contracts, but only to the
extent (i) the same are freely assignable or, if required, Seller has obtained the consent of the contractors to the assignment thereof and (ii) the same are not 

  

 20 







 subject to an obligation of confidentiality on the part of Seller, unless such obligation has been waived
by the contractors thereunder. In addition, Seller shall not assign to Purchaser any Service Contracts that pertain to properties other than the Properties, unless Seller shall have succeeded in severing the provisions thereof that pertain to
properties other than the Properties from the terms of such Service Contracts. Seller shall retain or terminate all Service Contracts that Seller does not assign to Purchaser in accordance with the provisions of this Section 8(a). Seller
shall indemnify, defend and hold Purchaser harmless from and against all claims for payment or breach of contract by such contractors for services with respect to such Property rendered prior to the date of assignment and Purchaser shall indemnify,
defend and hold Seller harmless from and against all claims for payment or breach of contract by such contractors for services with respect to such Property rendered following the date of assignment. Such indemnity shall include, in each case,
reasonable attorneys’ fees. The foregoing provisions of this Section 8(a) shall survive Closing. 
  

	 	(b)	Seller hereby agrees that from and after the date hereof, Seller shall not enter into any leases of or contracts for any Property, the term of which leases or contracts extend
beyond the Closing or are not terminable without penalty on not more than thirty (30) days notice, without Purchaser’s prior written consent. Notwithstanding the foregoing, Seller, without Purchaser’s consent, may enter into any lease
which demises less than 5,000 of Net Leasable Area, provided that the same is for fair market rent and is otherwise upon market terms and conditions (a “Permissible Lease”). Within five (5) Business Days following Seller’s
request therefor from time to time, accompanied by a copy of a proposed lease, Purchaser shall advise Seller whether, in Purchaser’s determination, such lease constitutes a Permissible Lease. Notwithstanding the foregoing, neither
Purchaser’s determination that a proposed lease does not constitute a Permissible Lease, Purchaser’s failure to respond to a request for any such determination nor Seller’s failure to make any such request shall in any way impair
Seller’s right to enter into, or impair the validity of, a Permissible Lease. Seller shall not enter into any lease that is not a Permissible Lease without first obtaining Purchaser’s consent thereto. Such consent may be withheld in
Purchaser’s sole discretion and shall be deemed given unless Purchaser affirmatively withholds the same within (10) Business Days of its receipt from Seller of a request for consent thereto, accompanied by a copy of the proposed lease. If
Seller enters into a Permissible Lease or any other lease to which Purchaser shall have consented (or to which Purchaser is deemed to have consented), such Lease shall constitute an “Approved Lease”. Purchaser shall pay upon Closing
for all tenant improvement, brokerage and other leasing costs in connection with any Approved Lease (collectively, “Leasing Costs”). 

  

 21 








	9.	Seller’s Deliverables at Closing. 

  

	 	(a)	At the Closing, Seller shall deliver to Purchaser (and where appropriate execute and acknowledge) the following (collectively, “Seller’s Closing Documents”):


  

	 	(i)	for each Property that is comprised of (x) a parcel of Land, the customary form of special or limited warranty deed for such parcel of Land (such that Seller shall only warrant for
claims arising by, through or under Seller, but none others) for the state for which the Property is located (collectively, the “Deeds”), and (y) a Leasehold Estate, four counterparts of an assignment and assumption of Overlease in
the form of Exhibit P-1 annexed hereto, as the same may be modified to comply with applicable laws or the terms of the applicable Overlease (“Overlease Assignment and Assumption”), shall be duly executed by Seller, be in form
for recordation and contain the Permitted Exceptions provided for under this Agreement (to the extent the failure to include the same may result in a breach of any warranty of Seller contained in a Deed or an Overlease Assignment and Assumption),
provided, however, that if, for any parcel of Land, the metes and bounds description of record (as determined by reference to the deed Seller accepted when it acquired such parcel of Land) is not identical to the Survey obtained by Purchaser, the
Deed for such parcel of Land shall be bifurcated such that Seller’s warranties shall be limited to only that portion of the parcel of Land that is described both by the metes and bounds description of record and the Survey and Seller shall
quitclaim the balance of such parcel of Land; 

  

	 	(ii)	for each Property, to the extent applicable in the State where such Property is located, two counterpart originals of completed realty transfer tax forms and/or any other affidavits
or documents that may be required in the State where a particular Property is located as a prerequisite to recording the Deed or Overlease Assignment and Assumption, as applicable, for such Property (the “Transfer Tax Documents”),
duly executed by Seller, all such Transfer Tax Documents to be in the customary form as provided to Seller by Purchaser’s title insurance company; 

  

	 	(iii)	for each Property, two counterpart originals of an assignment and assumption of intangible property in the form attached hereto as Exhibit Q (“Intangible Property
Assignment”), pursuant to which Seller shall assign and Purchaser shall assume Seller’s interest in the Intangible Personal Property; 

  

	 	(iv)	for each Property affected by Leases, originals of all Leases and tenant files in Seller or Seller’s agents possession and two (2) counterpart originals of an assignment and
assumption of leases in the form attached hereto as Exhibit R hereto, as the same may be modified to comply with applicable laws or the terms of a particular Lease (“Assignment and Assumption of Leases”), pursuant to which
Seller shall assign and Purchaser shall assume Seller’s interest and obligations as lessor in the Leases, including obligations that pertain to security deposits (or any bonds, guaranties or letters of credit provided in addition to or in lieu
of a cash security deposit) delivered to the landlord under the Leases; 

  

 22 








	 	(v)	for each Property, notices to each tenant under a Lease of the occurrence of the sale of the Property, in the form attached hereto as Exhibit S, as the same may be modified
to comply with applicable law or the terms of a particular Lease, duly executed by or on behalf of Seller; such notice to include notice of the transfer of any security deposit held under the Lease; 

  

	 	(vi)	a settlement statement (to be jointly prepared by Seller and Purchaser) showing the applicable closing adjustments, duly executed by Seller; 

  

	 	(vii)	a FIRPTA affidavit in the form attached hereto as Exhibit T and, to the extent customarily required by the title company in the state where a Property is located, the
reasonable and customary form of mechanic’s lien and possession affidavit, each duly executed by Seller, together with such documents and other evidence as is reasonably required by Purchaser’s title insurance company to establish that
Seller is authorized to execute the closing documents; it being agreed, however, that the foregoing is not intended to impose any obligation upon Seller that is inconsistent with the terms of this Agreement; 

  

	 	(viii)	A Georgia Broker’s Lien Affidavit shall be provided for each Property located in Georgia; 

  

	 	(ix)	a Certificate of Seller in the form attached hereto as Exhibit U, confirming the truth, accuracy and completeness of the representations and warranties of Section 31
hereof with respect to Seller; 

  

	 	(x)	evidence, in reasonable and customary form, of the due authorization, execution and delivery of the documents and instruments to be executed at Closing in accordance with this
Agreement by Seller or Wachovia Corporation, as the case may be, including evidence confirming the authority of the officers of Seller or Wachovia Corporation, as the case may be, to execute such documents and a certified statement of the incumbency
of such officers; 

  

	 	(xi)	originals, to the extent in Seller’s possession, of the instruments that comprise the Intangible Personal Property; 

  

	 	(xii)	four counterpart originals of the Lease Agreement for each Property that contains either Leased Premises and/or Release Premises; 

  

	 	(xiii)	four counterpart originals of the Mortgage SNDA with respect to each Property that contains either Leased Premises and/or Release Premises; 

  

	 	(xiv)	four counterpart originals of the Lease Guaranty, all duly executed by Wachovia Corporation; 

  

 23 








	 	(xv)	an updated Rent Roll dated as of the Closing Date, it being understood that Seller shall deliver the same to Purchaser as an accommodation only, and shall not be deemed to have made
any representation or warranty as to the accuracy thereof; 

  

	 	(xvi)	Tenant Estoppels, Overlease Estoppels and REA Estoppels as required in Section 25; 

  

	 	(xvii)	four counterparts of the Master Agreement; 

  

	 	(xviii)	four counterparts of the Environmental Indemnity, if applicable; 

  

	 	(xix)	four counterparts of the Overlease Indemnity, if applicable; 

  

	 	(xx)	if Purchaser and FSG complete, execute and deliver to Seller at Closing a Purchaser’s DPL Designation and Certification, Seller shall complete, execute and deliver to Purchaser
four counterparts of Seller’s DPL Acknowledgement; 

  

	 	(xxi)	for the space vacated or otherwise not occupied pursuant to the Lease Agreement by Seller in each Property, all keys and locks, alarm codes, vault or safe combinations, to the
extent in Seller or Seller’s agents possession; 

  

	 	(xxii)	with respect to those Properties located in the State of Georgia, an affidavit of Seller’s residence as required by O.C.G.A. Section 48-7-128; 

  

	 	(xxiii)	with respect to those Properties located in the State of South Carolina, an affidavit of Seller’s residence as required by SC Code Section 12-8-580; and


  

	 	(xxiv)	such other instruments as may be required by the terms of this Agreement to be delivered by Seller at the Closing. 

  
 Purchaser may waive compliance on Seller’s part under any of the foregoing items only by
an instrument in writing. 
  

	10.	Purchaser’s Deliverables at Closing. 

  

	 	(a)	At the Closing, Purchaser shall deliver to Seller (and where appropriate execute and acknowledge or cause all other signatories (other than Seller, but including those parties
described in Section 29 (d)) to execute and acknowledge the following (collectively, “Purchaser’s Closing Documents”): 

  

	 	(i)	the Purchase Price, adjusted as herein provided, by wire transfer of immediately available funds to such accounts as Seller shall designate; 

  

 24 








	 	(ii)	as applicable, two counterpart originals of the Transfer Tax Documents, provided, however, that if such Transfer Tax Documents can not be executed in counterparts, then Purchaser
shall execute and, as applicable, acknowledge the Transfer Tax Documents executed by Seller; 

  

	 	(iii)	for each Property, two counterpart originals of the Intangible Property Assignment described in Section 9(a)(iii), duly executed by Purchaser; 

  

	 	(iv)	for each Property affected by Leases, two counterpart originals of the Assignment and Assumption of Leases described in Section 9a(iv), duly executed by Purchaser;


  

	 	(v)	a settlement statement (to be prepared by Seller and Purchaser) showing the applicable Closing adjustments, duly executed by Purchaser; 

  

	 	(vi)	a Certificate of Purchaser in the form attached hereto as Exhibit W, confirming the truth, accuracy and completeness of the representations and warranties of Section 30
hereof with respect to Purchaser, and duly executed by Purchaser; 

  

	 	(vii)	evidence, in reasonable and customary form, of the due authorization, execution and delivery of the documents and instruments to be executed at Closing in accordance with this
Agreement by Purchaser, FSG and Assignee, as the case may be, including evidence confirming the authority of the officers of Purchaser, FSG and Assignee, as the case may be, to execute such documents and a certified statement of the incumbency of
such officers; 

  

	 	(viii)	for each Property containing Leased Premises or Release Premises, four counterpart originals of the Lease Agreement, all duly executed by Purchaser; 

  

	 	(ix)	for each Property that contains Leased Premises or Release Premises, four counterpart originals of the Mortgage SNDA, all duly executed by Purchaser and Purchaser’s lender;


  

	 	(x)	four counterparts of the Environmental Indemnity, if applicable; 

  

	 	(xi)	four counterparts of the Overlease Indemnity, if applicable; 

  

	 	(xii)	four counterparts of the Master Agreement; 

  

	 	(xiii)	for each Property which is comprised of a Leasehold Estate, four counterparts of the Overlease Assignment and Assumption; 

  

	 	(xiv)	four counterparts of the FSG Guaranty and Indemnity, all duly executed by FSG; and 

  

 25 








	 	(xv)	such other instruments as may be required by the terms of this Agreement to be delivered by Purchaser at the Closing. 

  
 Seller may waive compliance on Purchaser’s part under any of the foregoing items only by
an instrument in writing. 
  

	11.	Possession; Release Premises. 

  

	 	(a)	At Closing, Seller shall give Purchaser possession of each Property, free and clear of all tenants and rights of possession, except for the Lease Agreements and the Leases,
including any Approved Leases. 

  

	 	(b)	The Lease Agreements shall grant Seller a period of up to twenty-four (24) months after the Closing to either vacate or convert all or portions of the Release Premises to Leased
Premises under the applicable Lease Agreement, all as more fully provided therein. During such period, Seller shall pay Additional Rent, but no Annual Basic Rent, for the Release Premises. Seller shall demise and return the Release Premises to
Purchaser in compliance with the applicable provisions of the Lease Agreements. This Section 11(b) shall survive the Closing Date or the earlier termination of this Agreement. 

  

	12.	Adjustments and Other Payments. 

  

	 	(a)	As to each Property, the following shall be apportioned between Seller and Purchaser as of 11:59 p.m. on the day preceding the Closing, such that Purchaser shall be treated as the
owner of the applicable Property for purposes of income and expenses, on and after the day of the applicable closing. All apportionments shall be based upon a three hundred sixty (360) day year and a thirty (30) day month, and the net amount of all
apportionments and other payments required hereunder shall be added (if such net amount is in Seller’s favor) or deducted from (if such net amount is in Purchaser’s favor) the payment of the Purchase Price required under this Agreement.
More particularly: 

  

	 	(i)	all (x) fixed or so-called base rent payments (“Fixed Rents”), and (y) reimbursements or payments in respect of operating expenses, real estate taxes, and other
charges (collectively, “Overage Rent”, together with Fixed Rents, shall hereinafter be referred to collectively as, “Rents”) paid pursuant to Leases for the month in which the Closing occurs, shall be apportioned
between Seller and Purchaser as of 11:59 p.m. on the day preceding the Closing Date. 

  

	 	(ii)	Sewer rents and taxes, water rates and charges (to the extent not accounted for pursuant to clause (i) above or (iii) below), vault charges and taxes, business improvement district
taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Property and customarily apportioned in the sale of similar properties located where the applicable Property is located (collectively,
“Property 

  

 26 







 Taxes”), shall be apportioned on the basis of the fiscal period for which assessed.
Notwithstanding the foregoing, Taxes with respect to Properties located in the State of North Carolina shall be apportioned on a calendar year basis in accordance with local, customary practices. If the Closing Date shall occur either before an
assessment is made or a tax rate is fixed for the tax period in which the applicable closing date occurs, the apportionment of such Property Taxes based thereon shall be made at the applicable closing date by applying the latest tax rate to the
latest assessed valuation, but, promptly after the assessment and/or tax rate for the current year are fixed, the apportionment thereof shall be recalculated and Seller or Purchaser, as the case may be, shall promptly make an appropriate payment to
the other based on such recalculation. If, as of the Closing Date, any Property shall be affected by special or general assessments which are or may become payable in installments, the first installment of which is then due and payable and a lien
against such Property, Seller shall pay the unpaid installments of such assessments which are due prior to the Closing Date and Purchaser shall pay the installments that are due on or after the Closing Date. 
  

	 	(iii)	The amounts of all electric, gas, steam, sewer and water charges (collectively, “Utilities”) for which tenants under Leases are not responsible shall be apportioned
by Seller and Purchaser. Seller shall attempt to have all utility meters read as of the Closing Date. Utilities shall be apportioned based on the most recent meter reading of bill and appropriate adjustment shall be made when a final reading or bill
is obtained. 

  

	 	(iv)	prepaid fees for licenses and other permits assigned to Purchaser at the Closing or which comprise Intangible Personal Property shall be apportioned. 

  

	 	(v)	any amounts prepaid or payable by Seller under Service Contracts (if any) are to be apportioned. 

  

	 	(vi)	all fixed rent paid or payable by Seller as the tenant under any Overleases shall be apportioned by Seller and Purchaser. 

  

	 	(b)	The following provisions of this subsection (b) shall apply to each Property: 

  


	 	(i)	If, on the Closing Date, there are any past due Rents owing by any tenant under a Lease, Purchaser shall use its commercially reasonable efforts to collect the same. Purchaser shall
not be obligated to institute legal proceedings against any tenant to collect such past due Rents, but Seller shall retain its right to institute legal proceedings against such tenant in the event payment has not been received within thirty (30)
days after the Closing Date; provided, however, that no such proceedings shall seek the 

  

 27 







 eviction of the tenant or the termination of a Lease. Any Rents received directly or indirectly by
Seller or Purchaser following the Closing which are the property of the party, shall be deemed held in trust and shall be paid to the other within five (5) Business Days following receipt thereof. Upon Seller’s request from time to time,
Purchaser shall provide a certified accounting of all Rents received by it following Closing. 
  

	 	(ii)	Any Fixed Rent received (net of Purchaser’s reasonable costs of collection) from any tenant after the Closing shall be applied in the following order of priority: (A) first, to
Fixed Rent arrearages with respect to the month in which the Closing Date occurs (subject to apportionment pursuant to Section 12(a)(i)), (B) second, to Purchaser, until Fixed Rent for all current periods is paid in full, and (C) third, after
Fixed Rent for all current periods is paid in full, to Seller in payment of Fixed Rent for periods prior to the month in which the Closing occurs. 

  

	 	(iii)	As to Overage Rent in respect of an accounting period that shall have expired prior to the Closing, but which shall be paid after the Closing, Purchaser agrees that it will pay the
entire amount over to Seller upon receipt thereof, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto. Purchaser agrees that it shall (i) promptly render bills for any Overage Rent in respect of an
accounting period that shall have expired prior to Closing but which shall be paid after the Closing, (ii) bill tenants who such Overage Rent attributable to an accounting period that shall have expired prior to the closing, on a monthly basis for a
period of six consecutive months and (iii) use commercially reasonable efforts in the collection of Overage Rent, provided, however, that Purchaser shall have no obligation to commence any actions or proceedings to collect any such Overage Rents.
Notwithstanding the foregoing, if Purchaser shall be unable to collect such Overage Rent despite using its commercially reasonable efforts to do so, Seller shall have the right, upon prior written notice to Purchaser, to pursue tenants to collect
such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenants or terminate their leases. Seller shall furnish to
Purchaser all information relating to the period prior to the closing that is reasonably necessary for the billing of such Overage Rent; and Purchaser will deliver to Seller, concurrently with the delivery to Tenants, copies of all statements
relating to Overage Rent for periods prior to the Closing. 

  

	 	(iv)	Overage Rent in respect of the accounting period in which the Closing occurs shall be apportioned between Seller and Purchaser as of 11:59 P.M. of the day preceding the Closing
Date, with Seller entitled to receive the proportion of such Overage Rent (less a like portion of any costs and expenses (including reasonable counsel fees) incurred in the collection of 

  

 28 







 such Overage Rent), that the portion of such accounting period prior to such closing bears to the entire
such accounting period and Purchaser entitled to receive the proportion of such Overage Rent (less a like portion of any costs and expenses (including reasonable counsel fees) incurred in the collection of such Overage Rent) that the portion of such
accounting period from and after the date of closing bears to the entire such accounting period. If prior to the Closing, as the case may be, Seller shall receive any installments of Overage Rent attributable to Overage Rent for periods from and
after the Closing, such sum shall be apportioned at the Closing. 
  

	 	(v)	Any payment by a tenant on account of Overage Rent (to the extent not applied against Fixed Rents due and payable by such tenant in accordance with Section 12(b)(ii)) shall
be applied against Overage Rents then due and payable in the following order of priority, (i) first, in payment of installments of Overage Rent for the month in which the Closing occurs (subject to adjustment in accordance with the provisions of
Section 12(b)(iv)), (ii) second, in payment of Overage Rent for all current periods, and (iii) after payment in full of Overage Rent for all current periods, in payment of Overage Rent for the period prior to the month in which the Closing
occurs. 

  

	 	(vi)	To the extent that any portion of the Overage Rent is required to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each calendar
year (or, if applicable, at the end of each lease year or tax year), such estimated amounts are to be recalculated based upon the actual expenses, taxes and other relevant factors for that calendar (lease or tax) year, with the appropriate
adjustments being made with such tenants, then such portion of the Overage Rent shall be prorated between Seller and Purchaser at the Closing, based on such estimated payments (i.e., with Seller entitled to retain all monthly installments of
such amounts with respect to periods prior to the calendar month in which the date of the closing occurs, Seller to pay to Purchaser at the applicable closing all monthly installments of such amounts with respect to periods following the calendar
month in which the applicable closing occurs and Seller and Purchaser to apportion all monthly installments of such amounts with respect to the calendar month in which the applicable closing occurs) and at the time(s) of final calculation and
collection from (or refund to) tenants of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be a reproration between Seller and Purchaser, with the net credit resulting from
such reproration being payable to the appropriate party (i.e., to Seller if the recalculated amounts exceed the estimated amounts and to Purchaser if the recalculated amounts are less than the estimated amounts). 

  

 29 








	 	(vii)	Until such time as all amounts required to be paid to Seller by Purchaser pursuant to this Section 12(b) shall have been paid in full, Seller may from to time, but not more
frequently than once each calendar quarter, request that Purchaser furnish Seller with a reasonably detailed accounting of the collection of Overage Rent. Within thirty (30) days of its receipt of such request, Purchaser shall furnish Seller with
such accounting. Seller shall have the right from time to time following the Closing, on prior notice to Purchaser, to review Purchaser’s rental records with respect to the Properties to ascertain the accuracy of such accountings.


  

	 	(c)	The following items shall also be apportioned between Seller and Purchaser as of 11:59 p.m. on the day preceding the Closing: 

  

	 	(i)	Assessments and other amounts payable under the Condominium Documents; 

  

	 	(ii)	Charges and payments under any homeowners’ association or like documents affecting the property identified on the Property Information Schedule as Spring Ridge, One Meridian
Blvd., Wyomissing, Pennsylvania, provided the same are customary and reasonable; 

  

	 	(iii)	Charges and payments under the REAs and other charges payable to third parties to defray costs incurred in maintaining or operating the Properties and other properties subject to
shared maintenance or like agreements. 

  

	 	(d)	Seller shall make the following payments to Purchaser at the Closing: 

  

	 	(i)	the cash security deposits (and other security documents) held by Seller as security under the Leases (which security deposits may, as Seller elects, be paid by adjustment(s) to the
Purchase Price or by assignment(s) of the accounts in which such deposits are held or assignment(s) of the instruments evidencing the security; 

  

	 	(ii)	with respect to each Property containing Leased Premises, the (x) fixed rent and the Operating Expense Estimate Payment, in both cases due for the balance of the month in which the
Closing occurs, and (y) the Real Estate Tax Estimate Payment; and 

  

	 	(iii)	such other payments, which Seller is obligated to make at the applicable closing under the terms of this Agreement. 

  

	 	(e)	Purchaser shall, in addition to the Purchase Price, pay to Seller the aggregate Leasing Costs and shall make such other payments, which under the terms of this Agreement Purchaser
is obligated to make at the applicable closing. 

  

	 	(f)	Closing Adjustment Preparations. 

  

	 	(i)	Five (5) Business Days prior to the Closing Date, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement (the
“Preliminary Closing Statement”) which will show the net amount due either to Seller or to Purchaser as the result of the adjustments and payments provided for under this Agreement. 

  

 30 








	 	(ii)	Within one hundred twenty (120) days following the Closing, Seller and Purchaser will jointly prepare a final closing statement reasonably satisfactory to Seller and Purchaser (the
“Final Closing Statement”) setting forth the final determination of the adjustments and payments provided for under this Agreement and setting forth any items which are not capable of being determined at such time. The net amount
due Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefore within five (5) Business Days following preparation of the
Final Closing Statement. The Final Closing Statement shall be conclusive and binding on the parties hereto, except to the extent that any such determinations are not able to be finally determined until a later date (such as Overage Rent and Property
Taxes) or are expressly subject to a longer survival period hereunder. Seller and Purchaser agree that any items which are not capable of being determined at the time the Final Closing Statement shall be finally determined and adjusted by Seller and
Purchaser as soon as is practicable. 

  

	 	(iii)	Prior to and following the applicable closing, each party shall provide the other with such information as the other shall reasonably request (including, without limitation, access
to the books, records, files and ledgers) information and data with respect to the Properties during normal business hours upon reasonable advance notice in order to make the preliminary and final adjustments provided for herein.


  

	 	(g)	Seller shall be responsible for all tenant improvement, brokerage and other initial leasing costs in connection with Leases entered into prior to the date hereof. If the Closing
takes place, all tenant improvement, brokerage and other leasing costs, if any, for renewals, extensions and expansions of existing Leases exercised after the date hereof, and for Approved Leases, shall be the obligation of Purchaser.


  

	 	(h)	The provisions of this Section 12 shall survive Closing. 

  

	13.	Expenses. 

  

	 	(a)	Purchaser shall pay the following costs: 

  

	 	(i)	All costs of Purchaser’s financing, if any, including, without limitation, loan origination, commitment or other fees paid to Purchaser’s lender, any mortgage recording
fees and all title and survey costs incurred in connection with the Purchaser’s financing; 

  

 31 








	 	(ii)	All structural, physical inspection, zoning compliance, lease abstract, Rent Roll reconciliation costs and all other costs of Purchaser’s due diligence;


  

	 	(iii)	All costs for appraisals required by Purchaser or Purchaser’s lender; 

  

	 	(iv)	One-half of the Measurement/Demising Work Determination Fee; 

  

	 	(v)	All deed recording charges; 

  

	 	(vi)	All Phase I Study costs and Phase II Study costs, except to the extent otherwise provided to the contrary in Section 19; 

  

	 	(vii)	Realty transfer or conveyance taxes or recording fees, survey costs, and title company search fees, premium costs and closing charges of the settlement or closing agent, all to the
extent payable by Purchaser by local custom in the location of the Property. The parties hereto acknowledge that (A) in Connecticut, Georgia, Florida, New Jersey, New York, North Carolina and South Carolina, Seller customarily pays all transfer or
conveyance taxes, (B) in Pennsylvania, the Purchaser and Seller each customarily pay one-half of all transfer or conveyance taxes, (C) in Virginia, a separate transfer or conveyance tax is payable by each of Seller and Purchaser, (D) in Connecticut,
Georgia, New Jersey, New York, North Carolina, Pennsylvania, South Carolina and Virginia, Purchaser customarily pays all title company search fees, premium costs and closing charges of the settlement or closing agent, (E) in the Florida counties of
Miami-Dade, Broward and Monroe, Purchaser customarily pays all transfer and conveyance taxes and (F) in Florida counties other than those specified in clause (E) above, Seller customarily pays all transfer and conveyance taxes;


  

	 	(viii)	Purchaser’s legal fees and expenses; and 

  

	 	(ix)	All other out-of-pocket expenses incurred by Purchaser. 

  

	 	(b)	Seller shall pay the following costs: 

  

	 	(i)	All costs for appraisals, if any, required by Seller; 

  

	 	(ii)	One-half of the Measurement/Demising Work Determination Fee; 

  

	 	(iii)	Any recording fees for the satisfaction of any mortgages, liens or judgments affecting any Property; 

  

 32 








	 	(iv)	Realty transfer or conveyance taxes or recording fees, survey costs, and title company search fees, premium costs and closing charges of the settlement or closing agent, all to the
extent payable by Purchaser by local custom in the location of the Property. The parties the parties hereto acknowledge that (A) in Connecticut, Georgia, Florida, New Jersey, New York, North Carolina and South Carolina, Seller customarily pays all
transfer or conveyance taxes, (B) in Pennsylvania, the Purchaser and Seller each customarily pay one-half of all transfer or conveyance taxes, (C) in Virginia, a separate transfer or conveyance tax is payable by each of Seller and Purchaser, (D) in
Connecticut, Georgia, New Jersey, New York, North Carolina, Pennsylvania, South Carolina and Virginia, Purchaser customarily pays all title company search fees, premium costs and closing charges of the settlement or closing agent, (E) in the Florida
counties of Miami-Dade, Broward and Monroe, Purchaser customarily pays all transfer and conveyance taxes and (F) in Florida counties other than those specified in clause (E) above, Seller customarily pays all transfer and conveyance taxes;


  

	 	(v)	Seller’s legal fees and expenses; and 

  

	 	(vi)	All other out-of-pocket expenses incurred by Seller. 

  

	 	(c)	Upon any termination of this Agreement by Seller by reason of the failure or non-satisfaction of any condition to Seller’s obligation to close title hereunder set forth in
Section 2(c) hereof, Seller shall reimburse Purchaser for Due Diligence Costs (upon being presented with paid invoices and receipts evidencing such costs) incurred with respect to this Agreement. Notwithstanding the foregoing, if the failure
or non-satisfaction of any condition to Seller’s obligation to close title hereunder set forth in Section 2(c) hereof arises by reason of the termination of this Agreement as to any Property or Properties in accordance with the
provisions of Section 19 hereof, Seller shall reimburse Purchaser for only one-half of Due Diligence Costs (upon being presented with paid invoices and receipts evidencing such costs) incurred with respect to this Agreement. Purchaser
expressly acknowledges that Seller shall not reimburse Purchaser for Due Diligence Costs upon any termination of this Agreement by Purchaser by reason of the failure or non-satisfaction of the condition set forth in Section 2(c)(iv) hereof.


  

	14.	Default. 

  

	 	(a)	If (i) Seller defaults in any of its material obligations to be performed to effect a closing of title on the Closing Date or (ii) Seller defaults in the performance of any of its
material obligations to be performed prior to the Closing Date, and (in the case of defaults under this subsection (ii)) such default continues for ten (10) days after written notice to Seller, the sole liability of Seller, and the sole remedy of
Purchaser, shall be limited to either (i) terminating this Agreement in its entirety and receiving a return of the Down Payment and, as liquidated damages 

  

 33 







 for such default, reimbursement by Seller of Purchaser’s Due Diligence Costs (upon being presented
with paid invoices and receipts evidencing such costs), whereupon this Agreement shall become null and void and the parties shall have no further liabilities or obligations hereunder, or (ii) a suit by Purchaser for specific performance only. The
provisions of this subparagraph (a) shall survive the expiration or earlier termination of this Agreement. The parties acknowledge that the aforesaid liquidated damages are reasonable and do not constitute a penalty and are being agreed upon due to
the difficulty of calculating the actual amount of damages that Purchaser might sustain in the event of a default by Seller and termination of this Agreement. 
  

	 	(b)	If (i) Purchaser defaults in the payment of the Purchase Price or if Purchaser defaults in the performance of any of its other material obligations to be performed to effect a
closing of title on the Closing Date, or (ii) if Purchaser defaults in any material obligation that is to be performed prior to the Closing Date, and (in the case of defaults under this subsection (ii)) such default continues for ten (10) days after
written notice to Purchaser), the sole liability of Purchaser, and the sole remedy of Seller, shall be limited to Seller terminating this Agreement in its entirety and receiving as liquidated damages the Downpayment (which Seller shall be entitled
to retain), whereupon this Agreement shall become null and void and the parties shall have no further liabilities or obligations hereunder. In addition, Purchaser shall deliver to Seller complete copies (with all appendices and exhibits) of all due
diligence reports, evaluations, investigations, surveys and title searches in Purchaser’s possession or control (without representation or warranty and with a disclaimer of reliance). The provisions of this subparagraph (b) shall survive the
expiration or earlier termination of this Agreement. The parties acknowledge that the aforesaid liquidated damages are reasonable and do not constitute a penalty and are being agreed upon due to the difficulty of calculating the actual amount of
damages that Seller might sustain in the event of a default by Purchaser and termination of this Agreement. 

  

	 	(c)	Notwithstanding anything to the contrary contained in Section 14(a), in the event Seller’s breach is caused by or arises out of regulatory issues, Purchaser’s sole
remedy therefor shall be limited to receiving a return of the Down Payment and, as liquidated damages for such breach, reimbursement by Seller of Purchaser’s Due Diligence Costs, whereupon this Agreement shall become null and void in its
entirety, and the parties shall have no further liabilities or obligations hereunder, except for those obligations which expressly survive the termination of this Agreement. 

  

	15.	Risk of Loss. 

  

	 	(a)	If, prior to Closing, a condemnation proceeding, of other than a de minimus nature, is instituted against a Property or any portion thereof, or if a Property is substantially
damaged by fire or other casualty, Purchaser may terminate this Agreement with respect to such Property by written notice to Seller given on or 

  

 34 







 before fifteen (15) days following the institution of the condemnation proceeding or date of the
casualty, whereupon such Property shall constitute a “Removed Property”. Upon the termination of this Agreement as to a Removed Property, the Purchase Price shall be reduced by the Allocated Purchase Price for the Removed Property
and Seller shall refund the Allocated Deposit for the Removed Property to Purchaser. In addition, Seller shall reimburse Purchaser for the Due Diligence Costs (upon being presented with paid invoices and receipts evidencing such costs) with respect
to the Removed Property. Thereafter, this Agreement shall be null and void as to the Removed Property (but shall remain in effect as to the remaining Properties), and neither party shall have any obligation to the other with respect thereto, except
to the extent such obligation expressly survives such termination. If Purchaser does not so terminate this Agreement in the case of condemnation or substantial damage by fire or other casualty, or if in the case of fire or other casualty to a
Property there is less than substantial damage, then in each of such cases, this Agreement shall continue to be effective as to the applicable Property. Seller shall be entitled, but shall not be obligated, to restore damage caused by a casualty,
and may use any insurance proceeds for any costs it incurs in repairing such damage or in recovering the proceeds of insurance. Seller shall assign to Purchaser at Closing all of Seller’s right to receive any award for such condemnation or
insurance proceeds as a result of such damage (but, subject to Seller’s right to receive reimbursement for the costs described in the preceding sentence) together with all of Seller’s rights to litigate such claim and to negotiate a
settlement with the condemning authority or the insurance carrier; provided, however, to the extent Seller self-insures (including a deductible amount) against a casualty, then the Purchase Price for the affected Property shall be adjusted to
reflect a credit in favor of Purchaser for the amount of such self-insured amount that would otherwise be paid from the insurance proceeds. For purposes of this Section 15, a Property shall be deemed to have been “substantially
damaged” if, as determined by an independent architectural firm or general contractor chosen by Seller in the exercise of its reasonable judgment, such damage occurs at a Property that Seller is responsible to restore and such restoration will
require more than one hundred eighty (180) days to complete and will cost in excess of twenty-five percent (25%) of such Property’s Allocated Purchase Price. Seller agrees to maintain insurance with respect to a casualty which is substantially
equivalent to that maintained on the date of this Agreement. Notwithstanding anything to the contrary set forth in this Section 15, (i) Seller shall be entitled to terminate this Agreement as to any Property which is substantially damaged by
fire or other casualty in the event that such Property would be the subject of a Lease Agreement and under the terms of such Lease Agreement Seller, as tenant, would be entitled to terminate such Lease Agreement and (ii) in no event shall Seller be
obligated to assign or pay to Purchaser any insurance proceeds that pertain to the damage of property, which under the terms a Lease Agreement affecting such property, Purchaser would not be obligated to repair and restore. Notwithstanding the
foregoing, if a fire or other casualty occurs at a Property that would be subject to a Lease Agreement, and Seller, as tenant thereunder, would have the right, 
  

 35 







 were the Lease Agreement in effect, to terminate the Lease Agreement, Seller, upon notice to Purchaser
within fifteen (15) days of the occurrence of the casualty, may terminate this Agreement as to such Property, whereupon such Property shall constitute a “Removed Property” and the provisions set forth above with respect to Removed
Properties shall apply. If Seller, in any such case, does not terminate this Agreement, Seller shall be deemed to have waived any right accorded to Seller, as tenant under the Lease Agreement, to terminate the Lease Agreement by reason of the
occurrence of the casualty. 
  

	 	(b)	If Purchaser or Seller terminates this Agreement as to any Removed Property in accordance with the terms of Section 15(a), Seller may, simultaneously therewith, substitute
one or more Substitute Properties for the Removed Property, by providing Purchaser with notice of substitution setting for the Required Substitute Property Information. Notwithstanding the foregoing, Seller, unless permitted by Section 34,
may not substitute a Property or Properties for any Removed Property which was earlier substituted for a Removed Property in accordance with the provisions of this Agreement. If Seller substitutes a Substitute Property for a Removed Property, then,
in lieu of refunding the Allocated Deposit for the Removed Property to Purchaser, there shall be an adjustment of the Downpayment to reflect the substitution of the Substitute Property for the Removed Property (i.e., Seller shall refund to
Purchaser the amount by which the Allocated Deposit for the Removed Property exceeds that of the Substitute Property, or Purchaser shall pay to Seller the amount by which the Allocated Deposit for the Substitute Property exceeds that of the Removed
Property, as applicable). 

  

	 	(c)	The provisions of this Section 15 are intended to supercede any inconsistent provision under applicable law and shall survive the Closing. 

  
 16. Brokers. Each party represents and warrants to the other that it has not dealt
with any real estate broker, agent or finder in connection with this Agreement. The parties agree to indemnify and hold one another harmless based upon their actions and dealings from any claims or causes of action concerning brokerage or
finder’s fees or commissions. If any claim against Seller is asserted by any person, firm or corporation claiming a commission and/or finder’s fee with respect to the transactions contemplated by this Agreement, and resulting from any act,
representation or promise of Purchaser, Purchaser shall indemnify, defend and save harmless Seller from such claim resulting from any act, representation or promise of Purchaser. If any claim against Purchaser is asserted by any person, firm or
corporation claiming a commission and/or a finder’s fee with respect to the transactions contemplated by this Agreement, and resulting from any act, representation or promise of Seller, Seller shall indemnify, defend and save harmless Purchaser
from such claim resulting form any act, representation or promise of Seller. The terms of this Section 16 shall survive Closing. 
  
 17. Properties “AS-IS”. Purchaser has heretofore inspected the physical and structural condition of each of the Properties and the improvements located
thereon, or has waived the opportunity to do so. Purchaser will inspect the environmental condition of the Properties during 
  

 36 







 the Due Diligence Period, or will waive its right to do so. Purchaser hereby accepts the physical and structural
condition of each Property and the improvements located thereon in their condition on the date hereof and agrees to acquire each such Property, “AS-IS,” “WHERE-IS”, in such condition on the Closing Date, subject to (i) all
Violations, whether or not noted as of the date hereof, and the conditions giving rise to the same, (ii) reasonable use and wear and tear and (iii) subject to Section 15, damage due to fire or other casualty or to a taking by condemnation or
eminent domain. Purchaser further accepts the environmental condition of each Property in its condition as of the end of the Due Diligence Period for such Property and, subject to the provisions of Section 19, agrees to acquire title to each
such Property on the Closing Date, “AS IS”, “WHERE IS”, in such condition on the Closing Date. Nothing in this Section 17 shall be interpreted to require Seller to undertake or effect any work or improvement which is
capital in nature or which, under generally accepted accounting principles, would be capitalized. The provisions of this Section 17 shall survive Closing. 
  

	18.	Disclaimer. 

  

	 	(a)	PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS HEREIN EXPRESSLY PROVIDED, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES (OTHER THAN ANY WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR
WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF ANY OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM ANY OF THE PROPERTIES; (C) THE SUITABILITY OF ANY OF THE PROPERTIES FOR ANY
AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANYONE ELSE MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY ANY OF THE PROPERTIES OR THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY;
(E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OR THE PROPERTIES; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY OF THE PROPERTIES; (G) THE
MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTIES; OR (H) ANY OTHER MATTER WITH RESPECT TO ANY OF THE PROPERTIES, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS
REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, ZONING OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON ANY OF THE PROPERTIES OF HAZARDOUS MATERIALS. PURCHASER FURTHER ACKNOWLEDGES


  

 37 







 AND AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT EACH PROPERTY, PURCHASER IS RELYING SOLELY
ON ITS OWN INVESTIGATION OF EACH PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY OF THE
PROPERTIES, OR THE OPERATION THEREOF, FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF PROPERTIES AS PROVIDED FOR HEREIN IS MADE ON AN
“AS IS” CONDITION AND BASIS WITH ALL FAULTS. ALL PROVISIONS OF THIS ARTICLE SHALL SURVIVE CLOSING OR THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT WITHOUT CLOSING, AS APPLICABLE. 
  

	 	(b)	“Hazardous Materials” shall mean any substance which is or contains (i) any “hazardous substance” as now or hereafter defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §9601 et. seq.) “(CERCLA”) or any regulations promulgated under or pursuant to CERCLA; (ii) any “hazardous waste” as now or
hereafter defined in the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.) (“RCRA”) or regulations promulgated under or pursuant to RCRA; (iii) any substance regulated by the Toxic Substances Control
Act, as amended (15 U.S.C. § 2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon
gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements or the common law, or any other applicable laws relating to each Property. Hazardous
Materials shall include, without limitation, any substance, the presence of which on each Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or
adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. 

  

	 	(c)	“Environmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter
enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising
jurisdiction over the owner of the Property, the Property or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened
release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface, water, ground water or soil).


  

 38 








	 	(d)	Purchaser acknowledges that, subject to the termination rights set forth in Sections 15 and 19, Purchaser shall accept all Properties (including all improvements located
thereon) at Closing in their AS IS physical condition WITH ALL FAULTS, including, without limitation, with the presence of Hazardous Materials thereon or therein. Purchaser, on behalf of itself and its successors and assigns, hereby waives,
releases, acquits and forever discharges Seller its current and former officers, directors, shareholders, employees, agents, attorneys, representatives, and any other persons acting on behalf of Seller and the successors and assigns of any of the
preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct and indirect, known or unknown, foreseen or unforeseen, which Purchaser or its successors or assigns
now has or which may arise in the future on account of or in any way related to or in connection with any past, present, or future physical characteristic or condition of each Property or the improvements thereon, including, without limitation, any
Hazardous Materials in, at, on, under or related to the Property or the improvements thereon or any violation or potential violation of any Environmental Requirement applicable thereto and further including, without limitation, any claim for
contribution or indemnification arising under any Environmental Requirements, common law or otherwise. This release includes claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by
Purchaser, would materially affect Purchaser’s release to Seller. Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing and the expiration or earlier termination of this Agreement.


  

	 	(e)	The following notice applies to Properties located in the Commonwealth of Pennsylvania. Such notice, if required by 52 P.S. §1551 (Section 1 of the Act of July 17, 1957, P.L.
984, as amended), shall be set forth, in upper case bold print, in the Deeds and Assignment and Assumption Agreements that pertain to Properties located in the Commonwealth of Pennsylvania. 

  
 “NOTICE – THIS DOCUMENT MAY NOT SELL, CONVEY, TRANSFER, INCLUDE
OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION DAMAGE MAY
RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY

  

 39 







 THIS INSTRUMENT. (This notice is set forth in the manner provided in Section 1 of the Act of July 17,
1957, P.L. 984, as amended, and is not intended as notice of unrecorded instruments, if any.)” 
  

	 	(f)	Seller shall request that the New Jersey Department of Environmental Protection (the “NJDEP”) provide Seller, with respect to each Property located in the State of
New Jersey, with a letter to the effect that the New Jersey Industrial Site Recovery Act, N.J.S.A. §13:1K-6 et. seq. and the regulations promulgated thereunder are not applicable to the transfer of such Property (each, a “Letter
of Non-Applicability”). Notwithstanding the foregoing, Seller may, upon notice to Purchaser on or before ten (10) Business Days after the date hereof (with respect to the Initial Properties) and within five (5) Business Days after the
substitution of any Property for a Removed Property, instruct Purchaser to prepare all affidavits and other documents (collectively, the “ISRA Application Documents”) required for Seller to request a Letter of Non-Applicability from
the NJDEP with respect to each Property located in the State of New Jersey. In such event, Purchaser shall, promptly following receipt of instruction from Seller as aforesaid, prepare the ISRA Application Documents and submit the same to Seller,
whereupon Seller may make such changes to the ISRA Application Documents as Seller deems appropriate. Seller shall then execute and deliver the ISRA Application Documents to the NJDEP. If Seller, for any reason whatsoever, is unable to obtain a
Letter of Non-Applicability for any Property located in the State of New Jersey, Seller may, on or before Seller’s Election Date, terminate this Agreement as to such Property, whereupon such Property shall constitute a “Removed
Property”. Upon the termination of this Agreement as to a Removed Property, Seller shall refund the Allocated Deposit for the Removed Property to Purchaser. In addition, Seller shall reimburse Purchaser for Due Diligence Costs (upon being
presented with paid invoices and receipts evidencing such costs) with respect to the Removed Property. Thereafter, this Agreement shall be null and void as to the Removed Property (but shall remain in force and effect as to the remaining
Properties), and neither party shall have any obligation to the other with respect to the Removed Property, except to the extent such obligation expressly survives such termination. 

  

	 	(g)	If Seller terminates this Agreement as to a Removed Property in accordance with the terms of Section 18(f), Seller may, simultaneously therewith, substitute one or more
Substitute Properties for the Removed Property, by providing Purchaser with notice of substitution setting forth the Required Substitute Property Information. Notwithstanding the foregoing, Seller, unless permitted by Section 34, may not
substitute a Property or Properties for any Removed Property which was earlier substituted for a Removed Property in accordance with the provisions of this Agreement. If Seller substitutes a Substitute Property for a Removed Property, then in lieu
of refunding the Allocated Deposit for the Removed Property to Purchaser, there shall be an adjustment of the Downpayment to reflect the substitution of the Substitute Property for the Removed Property (i.e., Seller 


 

 40 







 shall refund to Purchaser the amount by which the Allocated Deposit for the Removed Property exceeds that
of the Substitute Property, or Purchaser shall pay to Seller the amount by which the Allocated Deposit for the Substitute Property exceeds that of the Removed Property, as applicable). 
  

	 	(h)	Purchaser and Seller agree that, to the extent any Property constitutes or is deemed to be an “establishment” under the provisions of Connecticut General Statutes Section
22a-134 et seq. (the “Transfer Act”), then (1) if a Form I or a Form II is the appropriate filing under the Transfer Act, Seller shall, at its sole cost and expense, prepare and submit the applicable Form to Purchaser and shall file
such Form with the Connecticut Department of Environmental Protection (“CTDEP”) within ten (10) days after the Closing, or (2) if a Form III or a Form IV is the appropriate filing under the Transfer Act, Purchaser shall (a)
undertake, at its sole cost and expense, all due diligence required to prepare, (b) prepare and file with the CTDEP within ten (10) days after the Closing, (c) be the certifying party with respect to, and (d) pay all filing costs associated with,
the applicable Form (including any Environmental Condition Assessment Form) required by the Transfer Act (the “Transfer Act Filing”). To the extent that a Form III or a Form IV is filed with the CTDEP, Purchaser also agrees to make
all submissions, post all public notices and otherwise comply with all requirements of the CTDEP relating to post-transfer cleanup and monitoring. As a result of the foregoing, as between Purchaser and Seller, Purchaser shall be the party
responsible for any cleanup of hazardous materials or hazardous waste referred to in the Transfer Act Filing, and Purchaser shall indemnify and hold Seller harmless from and against any liability, including, but not limited to, liability to the
State of Connecticut, incurred by Seller as a result of Purchaser’s failure to make the Transfer Act Filing or its failure to undertake and complete any applicable cleanup requirement, provided, however, that ; provided that the forgoing
indemnity shall not vitiate any indemnity that Seller may provide pursuant to Section 19(d) of this Agreement. 

  

	 	(i)	The provisions of this Section 18 shall survive Closing. 

  
 19. Due Diligence Period. The obligations of Seller and Purchaser under this Agreement shall be subject to and contingent upon timely satisfaction of the following
conditions, which conditions, if not satisfied or waived as hereinafter provided, shall entitle Seller or Purchaser, as the case may be, to terminate this Agreement in accordance with (and within the time periods set forth in) this Section
19: 
  

	 	(a)	Commencing with the fifth (5th) Business Day
following the execution of this Agreement (as to the Initial Properties) and within five (5) Business Days of the substitution of a Property for a Removed Property (as to the Substitute Properties), Seller shall use reasonable efforts to make
available to Purchaser, for inspection and copying, the Documents. Purchaser shall make the Documents available at Seller’s offices in Jacksonville, Florida, Philadelphia, Pennsylvania or such other location as the Documents are kept in the
ordinary course of Seller’s 

  

 41 







 business. On or before the date which is fifteen (15) Business Days after the date hereof (with respect
to the Initial Properties) and on or before the date which is ten (10) Business Days after the substitution of a Property for a Removed Property (as to the Substitute Properties), Purchaser may furnish Seller with notice to the effect that Seller
has failed to furnish Purchaser with any of the Documents. Thereafter, Seller shall be entitled to such reasonable period of time as shall be necessary to cure such failure. For purposes of this Agreement, the term “Documents” shall
mean: 
  

	 	(i)	to the extent in Seller’s possession or control, copies of (A) all existing and pending Leases, lease files and tenant correspondence, (B) tenant financial statements, (C) any
bonds, guaranties or letters of credit provided in lieu of a cash security deposit; 

  

	 	(ii)	all income and expense statements, to the extent, and in the form, customarily maintained by Seller or Seller’s agents, including year-end financial operating statements and
year to date operating statements for the Properties for the three (3) most recent calendar years prior to the date hereof and, to the extent available, the current year; 

  

	 	(iii)	to the extent available, a copy of the budget for each Property for the current year; 

  

	 	(iv)	a schedule identifying, to Seller’s Knowledge, any litigation, investigation or proceeding that is pending or, to the Seller’s Knowledge, threatened in writing against a
Property, against the Seller related to a Property or being prosecuted by Seller with respect to a Property, together with copies, to the extent in Seller’s possession or control, of all the material documents of a non-confidential nature that
pertain to such litigation, investigation or proceeding; 

  

	 	(v)	copies of any agreements which may, upon Seller’s election, comprise Service Contracts; 

  

	 	(vi)	copies of all environmental reports with respect to the Properties that are in Seller’s possession; 

  

	 	(vii)	copies of all leasing and brokerage agreements pursuant to which commissions remain owing or are anticipated to become owing after the Closing Date; and 

  

	 	(viii)	copies of any existing Building measurements. 

  

	 	(b)	Purchaser, and Purchaser’s agents and representatives, shall have the right, from time to time, between the date which is ten (10) Business Days following the date of this
Agreement and the expiration of the Due Diligence Period, during normal business hours, to enter upon each Property for the purpose (i) performing a Phase 

  

 42 







 I environmental site assessment in accordance with ASTM Standard Practice for Environmental Site
Assessments (E- 1527-00) (a “Phase I Study”), (ii) performing an engineering and structural inspection and (iii) performing a survey (collectively, the “Due Diligence Inspections”), provided, however, that Purchaser
shall (A) provide Seller, at least five (5) Business Days prior to the performance of any Due Diligence Inspections, with the Required Inspection Information, (B) permit a representative of Seller to accompany Purchaser during all on-site
inspections of the Properties; (C) not permit any liens to attach to the Properties by reason of Purchaser’s Due Diligence Inspections; and (D) not perform any invasive testing without Seller’s prior written consent. All Due Diligence
Inspections shall be conducted by Approved Contractors (hereinafter defined), shall be subject to the rights of tenants under the Leases and must be scheduled in advance to occur at times determined reasonably by Seller, provided that if Seller is
unable to permit inspection of a Property within five (5) Business Days following the date requested by Purchaser (and provided that Purchaser has complied with all requirements with respect to an inspection), the Due Diligence Period shall be
extended one day for each day in excess of such five (5) Business Day period until Seller is able to permit the inspection. Purchaser shall conduct the Due Diligence Inspections in a manner that shall not interfere with Seller’s business
operations on the Property and Purchaser shall not be permitted entry into any vaults, safes, or other areas of the Buildings containing confidential or secure property, information or activities of Seller. In the event the Due Diligence Period is
to be extended, as aforesaid, to permit an inspection, then all such extensions shall be deemed to run concurrently. For purposes of this Agreement, the following terms shall have the following meanings: 
  

	 	(i)	“Required Inspection Information” shall mean, with respect to any Due Diligence Inspections, the nature of the inspection to be performed, the proposed date and
approximate time of the inspection, the identity of the contractor retained to perform the inspection and the identity of the individuals who will perform the inspection on behalf of the contractor; and 

  

	 	(ii)	“Approved Contractors” shall mean, (i) with respect to environmental studies, the environmental consultants or contractors identified on Exhibit X annexed
hereto, (ii) with respect to engineering studies, the architects or engineers identified on Exhibit X annexed hereto and (iii) with respect to surveys, the engineers or contractors identified on Exhibit X annexed hereto.
Notwithstanding the foregoing, Purchaser may engage reputable, independent consultants, architects, engineers or contractors other than Approved Contractors for the performance of Due Diligence Inspections upon receipt of Seller’s prior written
consent, which consent shall not be unreasonably withheld. 

  

	 	(c)	Prior to commencing its on-site Due Diligence Inspections, Purchaser shall provide certificates of insurance to Seller evidencing liability insurance in the


  

 43 







 minimum amount of $2,000,000.00 combined per occurrence limit carried by Purchaser and/or
Purchaser’s agents in order to insure any loss arising out of or in connection with entry upon the Property. The aforesaid insurance shall be issued by an insurance company licensed in the state where the Property is located and said insurance
company shall be reasonably acceptable to Seller. Upon completion of the Due Diligence Inspections, Purchaser shall restore the Property to the condition in which it existed prior to the Due Diligence Inspections. Purchaser shall and hereby does
indemnify, defend, and save harmless Seller from and against any and all claims arising out of the entry on and inspection of each and every Property by Purchaser and/or Purchaser’s employees and agents, including, without limitation,
Seller’s reasonable attorneys’ fees and costs. Notwithstanding anything contained in this Agreement to the contrary, the terms of this subsection shall survive (i) Closing on such Property and the delivery of the Deed, and (ii) the
expiration or earlier termination of this Agreement. 
  

	 	(d)	If Purchaser’s Phase I Study for a Property concludes that there are no “recognized environmental conditions”, as defined in the ASTM Phase I Standards, Purchaser
shall acquire title to the Property in accordance with the provisions of this Agreement. If Purchaser’s Phase I Study for a Property concludes that there are “recognized environmental conditions”, as defined in the ASTM Phase I
Standards, Purchaser shall, prior to the expiration of the Due Diligence Period, give Seller written notice thereof, together with a copy of Purchaser’s Phase I Study, which shall include a reasonably detailed scope of work (a “Scope of
Work”) for a Phase II environmental site assessment of the Property (a “Phase II Study”). In such event, Seller, upon notice to Purchaser on or before Seller’s Election Date, shall elect, in its sole discretion, to (A)
require Purchaser to obtain a Phase II Study, in which event Purchaser shall promptly cause an Approved Contractor to perform such Phase II Study strictly in accordance with the Scope of Work or (B) execute and deliver to Purchaser at the Closing an
indemnification in the form of Exhibit Y annexed hereto (an “Environmental Indemnity”), in which event Purchaser shall acquire title to the Property without abatement of the Purchase Price or any claim for damages or
otherwise against Seller by reason of the environmental condition of the Property, except for any claim that may be made under the Environmental Indemnity or (C) terminate this Agreement as to the affected Property, whereupon such Property shall
constitute a “Removed Property”. If Seller requires that Purchaser obtain a Phase II Study, the Closing shall be adjourned until the date which is fifteen (15) Business Days after Seller’s Phase II Election Date. If this
Agreement is terminated as to a Removed Property, Seller shall refund the Allocated Deposit for the Removed Property to Purchaser. In addition, Seller shall reimburse Purchaser for one-half of Due Diligence Costs (upon being presented with paid
invoices and receipts evidencing such costs) with respect to the Removed Property. Thereafter, this Agreement shall be null and void as to the Removed Property (but shall remain in force and effect as to the remaining Properties), and neither party
shall have any obligation to the other with respect to the Removed Property, except to the extent such obligation expressly survives such termination. 

  

 44 







 Unless Seller notifies Purchaser on or before Seller’s Election Date of Seller’s election to
terminate this Agreement or provide an Environmental Indemnity as to the affected Property, Seller shall be deemed to have elected to require Purchaser to obtain a Phase II Study as expressed in clause (A) above. 
  

	 	(e)	Notwithstanding the provisions of Section 19(d), if a Phase I Study concludes that there are “recognized environmental conditions”, as defined in the ASTM Phase I
Standards, and the Scope of Work is limited to Permissible Inspection Items, Seller may not terminate this Agreement in accordance with the provisions of Section 19(d), but shall be deemed to have elected to require Purchaser to obtain a
Phase II Study for such Property, unless Seller, upon notice to Purchaser within (5) Business Days of its receipt of the Phase I Study, accompanied by the Scope of Work, elects to execute and deliver to Purchaser an Environmental Indemnity at
Closing. If Seller elects (or is deemed to have elected) to require Purchaser to obtain a Phase II Study for a Property in accordance with the provisions of this Section 19(e), (i) Purchaser shall promptly cause an Approved Contractor to
perform the same strictly in accordance with the Scope of Work and (ii) the term “Purchaser’s Phase II Objection Date” shall be deemed to mean, solely with respect to such Property, the date which is 45 days after Seller makes
(or is deemed to have made) such election. If Seller elects to execute and deliver to Purchaser an Environmental Indemnity at Closing, Purchaser shall acquire title to the Property without abatement of the Purchase Price or any claim for damages or
otherwise by reason of the environmental condition of the Property, except for any claim that may be made under the Environmental Indemnity. 

  

	 	(f)	If Seller requires that Purchaser obtain a Phase II Study of a Property, and such Phase II Study identifies one or more environmental conditions requiring further investigation or
remediation (collectively, “Remediation Conditions”), Purchaser may, upon notice to Seller on or before Purchaser’s Phase II Objection Date, object to the environmental condition of the Property. Any such notice shall be
accompanied by a copy of the Phase II Study. If Purchaser does not object to the environmental condition of the Property on or before Purchaser’s Phase II Objection Date, Purchaser shall be deemed to have waived objection to the environmental
condition of the Property and shall acquire title to the Property without abatement of the Purchase Price or any claim for damages or otherwise against Seller by reason thereof. If Purchaser objects to the environmental condition of the Property on
or before Purchaser’s Phase II Objection Date, Seller, upon notice to Purchaser on or before Seller’s Phase II Election Date, shall elect, in its sole discretion, to either (A) endeavor to remediate and abate the Remediation Condition(s)
at Seller’s sole cost and expense to the least stringent requirements under applicable federal and state law to allow the Property to be used for non-residential purposes, in which case Seller shall be entitled to an adjournment or adjournments
of the Closing, not to exceed ninety (90) days in the aggregate, to endeavor to remediate and abate the Remediation Conditions or (B) execute and deliver to Purchaser at the Closing an Environmental Indemnity, in which event Purchaser shall acquire
title to the Property without abatement of the 

  

 45 







 Purchase Price or any claim for damages or otherwise against Seller by reason of the environmental
condition of the Property, except for any claim that may be made under the Environmental Indemnity or (C) terminate this Agreement as to the affected Property, whereupon such Property shall constitute a “Removed Property”. The
foregoing election by Seller is herein referred to as “Seller’s Phase II Election”. If Seller terminates this Agreement as to a Removed Property as provided above, Seller shall refund the Allocated Deposit for the Removed
Property to Purchaser. In addition, Seller shall reimburse Purchaser for one-half of the Due Diligence Costs (upon being presented with paid invoices and receipts evidencing such costs) with respect to the Removed Property. Thereafter, this
Agreement shall be null and void as to the Removed Property (but shall remain in force and effect as to the remaining Properties), and neither party shall have any obligation to the other with respect to the Removed Property, except to the extent
such obligation expressly survives such termination. Notwithstanding any contrary term contained in this Section 19(f), if Purchaser (x) obtains a Phase II Study with respect to a Property, (y) such Phase II Study discloses the existence of
Remediation Conditions and (z) Purchaser acquires title to such Property in accordance with the terms of this Agreement, Seller shall reimburse Purchaser at Closing for the reasonable cost of Purchaser’s Phase II Study, provided that Purchaser
provides Seller with paid invoices and receipts evidencing such cost. 
  

	 	(g)	Notwithstanding the foregoing provisions of this Section 19, if Purchaser timely objects to the environmental condition of a Property in accordance with the provisions of
Section 19(f), Seller may, in lieu of making Seller’s Phase II Election on or before Seller’s Phase II Election Date, upon notice to Purchaser on or before Seller’s Phase II Election Date, engage a reputable, independent
environmental contractor or consultant to perform its own Phase II Study of the Property. If Seller makes such engagement with respect to a Property, (i) the date by which Seller must make Seller’s Phase II Election shall be extended to
Seller’s Extended Phase II Election Date and (ii) the Closing shall be adjourned to the date which is fifteen (15) Business Days after Seller’s Extended Phase II Election Date. 

  

	 	(h)	If Seller endeavors to remediate and abate Remediation Condition in accordance with the provisions of Section 19(f), but is unable to substantially complete the same on or
before the Closing Date (as the same may be adjourned by Seller in accordance with the provisions of said Section 19(f)), this Agreement shall be deemed terminated as of the Closing Date as to the affected Property only (and shall remain in
force and effect with respect to the remaining Properties). In such event, the affected Property shall constitute a “Removed Property” and the provisions set forth in this Section 19 with respect to the removal of Properties
shall apply. 

  

	 	(i)	If Seller terminates this Agreement as to any Removed Property in accordance with the foregoing terms of this Section 19, Seller may, simultaneously therewith, substitute one
or more Substitute Properties for the Removed Property, by 

  

 46 







 providing Purchaser with notice of substitution setting forth the Required Substitute Property
Information. Notwithstanding the foregoing, Seller, unless permitted by Section 34, may not substitute a Property or Properties for any Removed Property which was earlier substituted for a Removed Property in accordance with the provisions of
this Agreement. If Seller substitutes a Substitute Property for a Removed Property, then in lieu of refunding the Allocated Deposit for the Removed Property to Purchaser, there shall be an adjustment of the Downpayment to reflect the substitution of
the Substitute Property for the Removed Property (i.e., Seller shall refund to Purchaser the amount by which the Allocated Deposit for the Removed Property exceeds that of the Substitute Property, or Purchaser shall pay to Seller the amount
by which the Allocated Deposit for the Substitute Property exceeds that of the Removed Property, as applicable). 
  

	 	(j)	Notwithstanding the foregoing provisions of this Section 19, in no event shall Purchaser have the right to exercise any right under this Section 19 with respect to any
Required Property, and Purchaser shall close title to each Required Property notwithstanding the environmental condition thereof. 

  
 20. Purchaser’s Termination Right. Purchaser shall have the right from time to time, upon notice to Seller at any time on or before Closing, to terminate this
Agreement with respect to up to three (3) Properties in the aggregate. Notwithstanding the foregoing, in no event may Purchaser exercise the foregoing termination right with respect to an Ineligible Property. Upon Purchaser’s termination of
this Agreement with respect to a Property in accordance with the provisions of this Section 20, Seller shall retain the Allocated Deposit for such Property and Purchaser shall reimburse Seller for Seller’s actual, out-of-pocket costs and
expenses incurred subsequent to the date of this Agreement (exclusive of attorney’s fees) for appraisals and other due diligence reports and evaluations with respect to the Property. Thereafter, this Agreement shall be null and void as to such
Property (but shall remain in force and effect with respect to the remaining Properties) and neither party shall have any further obligation to the other with respect to such Property, with the exception of those obligations which expressly survive
the termination of this Agreement. For purposes of this Agreement, the term “Ineligible Property” shall mean (i) any Property which, if excluded from the transactions contemplated hereby, would permit Seller or Purchaser to
terminate this Agreement as a result in the failure or non-satisfaction of any of the conditions to Seller’s or Purchaser’s obligation to close title hereunder set forth in Section 2(c) hereof (whether such condition is in favor of
Seller or Purchaser alone or is in favor of both Seller and Purchaser) or (ii) any Property with respect to which Seller has undertaken to cure, remedy or abate Objections or Remediation Conditions in response to a notice from Purchaser pursuant to
the provisions of Sections 7 or 19 of this Agreement. Without limiting the generality of the foregoing, Purchaser may not terminate this Agreement as to any of the Required Properties. 
  

	21.	Tax Appeals. 

  

	 	(a)	If any tax reduction proceedings in respect of a Property relating to any fiscal years prior to the fiscal year in which the Closing occurs are pending at the time of Closing,
Seller reserves and shall have the right to continue to prosecute and/or settle the same. 

  

 47 








	 	(b)	If any tax reduction proceedings in respect of a Property relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the following provisions
shall apply: 

  

	 	(i)	If such Closing shall occur in the first six (6) months of the tax fiscal year of the Property, Seller reserves and shall have the right to continue to prosecute and/or settle the
same; 

  

	 	(ii)	If the Closing shall occur on or after the first six (6) months of the tax fiscal year of the Property, Seller shall assign to Purchaser at the closing all of Seller’s right
and interest therein; 

  

	 	(iii)	Purchaser or Seller, as the case may be, shall prosecute and/or settle any proceeding it controls under this Section 21(b), provided, however, that neither party shall settle
any such proceeding without the other party’s prior written consent, which consent shall not be unreasonably withheld of delayed. 

  

	 	(c)	Any refunds or savings in the payment of taxes resulting from such tax reduction proceedings applicable to the period prior to the date of the applicable Closing shall belong to and
be the property of Seller, and any refunds or savings in the payment of taxes applicable to the period from and after the date of the closing shall belong to and be the property of Purchaser; provided, however, that if any such refund creates an
obligation to reimburse any tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the
Lease to such tenant) shall, at Seller’s election, either (a) be paid to Purchaser and Purchaser shall disburse the same to such tenants or (b) be paid by Seller directly to the tenants entitled thereto. All attorneys’ fees and other
expenses incurred in obtaining such refunds or savings shall be apportioned between Seller and Purchaser in proportion to the gross amount of such refunds or savings payable to Seller and Purchaser, respectively (without regard to any amounts
reimbursable to tenants). 

  

	 	(d)	The provisions of this Section 21 shall survive the Closing. 

  
 22. Notices. All notices hereunder shall be in writing and shall be deemed to have been properly given if personally delivered, sent via facsimile or sent by
private overnight express carrier, such as Federal Express, next business day delivery, charges prepaid, addressed to Seller at Wachovia Bank, National Association, 225 Water Street, 8th Floor, Jacksonville, Florida 32202, Attention: Neil C. King,
Senior Vice President, facsimile number (904) 489-3544; with a copy to Bryan Cave LLP, 1290 Avenue of the Americas, New York, New York 10104, Attention: Barry C. Ross, Esquire, facsimile number (212) 541-4630, and addressed to Purchaser 

 

 48 







 at 1725 The Fairway, Jenkintown, Pennsylvania 19046, Attention: Mr. Nicholas S. Schorsch, facsimile number (215)
887-2585; with a copy to Morgan, Lewis Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania 19103, Attention: Eric L. Stern, Esquire, facsimile number (215) 963-5001. Notices by the parties may be given on their behalf by their respective
counsel. Notice shall be deemed to have been given upon the date of delivery, if personally delivered, or sent via facsimile or one business day after the date of deposit if sent by private overnight express carrier, next business day delivery.

  
 23. No Survival. Except as otherwise provided, none of the provisions
of this Agreement shall survive Closing and delivery of any of the Deeds or Overlease Assignments and Assumptions, as applicable. 
  
 24. Further Assurances. From time to time and at the request of either Seller or Purchaser (whether before, at or after the Closing), the other party shall
execute, acknowledge and deliver such other and further documents as the requesting party may reasonably request to effectuate the provisions of this Agreement. The provisions of this Section 24 shall survive the expiration or earlier
termination of this Agreement. 
  

	25.	Lease Agreements, Leases, Overleases and the Master Agreement. 

  

	 	(a)	At Closing, Seller shall, as tenant of the Leased Premises and Release Premises under the Lease Agreements, execute and deliver to Purchaser and Purchaser’s lender, a Seller
Tenant Estoppel covering each Lease Agreement. 

  

	 	(b)	At such times during the Due Diligence Period as Seller deems appropriate, Seller shall deliver a written request (i) to each tenant listed on the Rent Roll, to execute and deliver
a Tenant Estoppel, (ii) to each lessor under an Overlease, to execute and deliver an Overlease Estoppel, (iii) to each lessor under an Overlease affecting an Overlease Recognition Agreement Property, to execute and deliver an Overlease Recognition
Agreement, (iv) to each party in interest to a reciprocal easement agreement affecting a Property (an “REA”), to execute and deliver an REA Estoppel and (v) to each overlessor under a Restricted Overlease, to execute and deliver a
Consent. Seller shall use commercially reasonable efforts to obtain and deliver the aforesaid instruments, but in no event shall Seller be required to make any payments or commence any litigation in seeking such instruments.


  

	 	(c)	With respect to each Overlease Recognition Agreement Property, it shall be a condition to Seller’s obligation to close title hereunder that the lessor under the Overlease
affecting such Overlease Recognition Agreement Property executes and delivers to Seller on or before Closing an Overlease Recognition Agreement. 

  

	 	(d)	With respect to each Property that consists of a Leasehold Estate, it shall be a condition to Purchaser’s obligation to close title hereunder that Seller delivers to Purchaser
at Closing either (x) an Overlease Estoppel or (y) a Seller Overlease Estoppel. 

  

 49 








	 	(e)	With respect to each Property that is subject to an REA, it shall be a condition to Purchaser’s obligation to close title hereunder that Seller delivers to Purchaser at Closing
either (x) REA Estoppels from all parties in interest to the REA or (y) Seller REA Estoppels, to the extent required to satisfy the immediately preceding condition. 

  

	 	(f)	If any of the conditions to Closing set forth in Sections 25(c), (d) or (e) remains unsatisfied as of the Closing Date as to any of the Properties, Seller shall be entitled
to an adjournment or adjournments of the Closing, not to exceed 75 Business Days in the aggregate, to afford Seller additional time to satisfy the conditions. If Seller does not so adjourn the Closing, or any of the conditions remains unsatisfied as
of the expiration of any such adjournment(s), this Agreement shall be deemed terminated as to the affected Properties only, whereupon each such Property shall constitute a “Removed Property”. Upon the termination of this Agreement
as to a Removed Property, Seller shall refund the Allocated Deposit for the Removed Property to Purchaser. In addition, Seller shall reimburse Purchaser for the Due Diligence Costs (upon being presented with paid invoices and receipts evidencing
such costs) with respect to the Removed Property. Thereafter, this Agreement shall be null and void as to the Removed Property (but shall remain in force and effect with respect to the remaining Properties), and neither party shall have any
obligation to the other with respect thereto, except to the extent such obligation expressly survives such termination. 

  

	 	(g)	Upon the termination of this Agreement as to a Removed Property in accordance with the provisions of Section 25(f), Seller may, simultaneously therewith, substitute one or
more Substitute Properties for each Removed Property, by providing Purchaser with the Required Substitute Property Information. Notwithstanding the foregoing, Seller, unless permitted by Section 34, may not substitute a Property or Properties
for any Removed Property which was earlier substituted for a Removed Property in accordance with the provisions of this Agreement. If Seller substitutes a Substitute Property for a Removed Property, then in lieu of refunding the Allocated Deposit
for the Removed Property to Purchaser, there shall be an adjustment of the Downpayment to reflect the substitution of the Substitute Property for the Removed Property (i.e., Seller shall refund to Purchaser the amount by which the Allocated
Deposit for the Removed Property exceeds that of the Substitute Property, or Purchaser shall pay to Seller the amount by which the Allocated Deposit for the Substitute Property exceeds that of the Removed Property, as applicable.)


  

	 	(h)	It shall be a condition to Purchaser’s obligation to close title hereunder to all of the Properties that Seller delivers to Purchaser at Closing either (x) Tenant Estoppels
from tenants under Leases demising not less than sixty-five percent (65%) of the square footage demised under all of the Leases as of the Closing Date and/or (y) Seller Third Party Tenant Estoppels, to the extent required to satisfy the immediately
preceding condition. The parties acknowledge that, as of the date hereof, there are no precise measurements of the square footage demised 

  

 50 







 under the Leases. Consequently, Seller’s reasonable estimate of such square footage shall control,
for purposes of determining Seller’s satisfaction of the condition to Closing set forth in this Section 25(h). 
  

	 	(i)	If the condition to Closing set forth in Section 25(h) remains unsatisfied as of the Closing Date, Seller shall be entitled to an adjournment or adjournments of the Closing,
not to exceed seventy five (75) Business Days in the aggregate, to afford Seller additional time to satisfy the condition. If Seller does not so adjourn the Closing, or such condition to Closing remains unsatisfied as of the expiration of any such
adjournment(s), Seller shall elect to (i) terminate this Agreement as to all of the Properties or (ii) terminate this Agreement as to one or more of the Properties only, to the extent required to satisfy the condition to Closing set forth in
Section 25(h). If Seller terminates this Agreement as to all of the Properties, Seller shall refund the Downpayment to Purchaser. In addition, Seller shall reimburse Purchaser for Due Diligence Costs with respect to the Properties (upon being
presented with paid invoices and receipts evidencing such costs). Thereafter, neither party hereto shall have any further obligation to the other, with the exception of those obligations which expressly survive the termination of this Agreement. If
Seller terminates this Agreement as to one or more Properties, each Property so terminated shall constitute a “Removed Property”, and Seller shall reimburse Purchaser for the Due Diligence Costs (upon being presented with paid
invoices and receipts evidencing such costs) with respect to the Removed Property. Thereafter, this Agreement shall be null and void as to the Removed Property (but shall remain in force and effect with respect to the remaining Properties), and
neither party shall have any obligation to the other with respect thereto, except to the extent such obligation expressly survives such termination. Seller may not, however, substitute a Substitute Property for any Property removed from this
Agreement pursuant to this Section 25(i). 

  

	 	(j)	Notwithstanding the foregoing provisions of this Section 25, Seller or Purchaser may waive any condition to Closing in its favor enumerated in this Section 25 with
respect to the Properties (or any of them), in which event the parties shall close title the Properties (or any of them) in accordance with this Agreement. In such event, Purchaser shall continue to use commercially reasonably efforts to obtain any
missing Tenant Estoppels, Overlease Estoppels, REA Estoppels, Overlease Recognition Agreements and Consents for a period of ninety (90) days following the Closing Date. The phrase “commercially reasonable efforts” as used in this
Section 25 does not require Seller or Purchaser to declare a default or terminate any of the Leases, pay any sum of money or initiate any litigation to compel the delivery of any document. The provisions of this subsection shall survive
Closing. 

  

	 	(k)	With respect to each Property that is subject to a Restricted Overlease (if any), it shall be a condition to Seller’s obligation to close title hereunder that the lessor under
the Restricted Overlease execute and deliver to Purchaser on or before 

  

 51 







 Closing an instrument whereby it consents to Seller’s sale and assignment to Purchaser of
Seller’s interest, as tenant, in and to the Restricted Overlease (a “Consent”). If Seller is unable to obtain a Consent as of the Closing Date, Seller shall be entitled to an adjournment or adjournments of the Closing, not to
exceed 75 Business Days in the aggregate, to afford Seller additional time to obtain such Consent. If Seller does not so adjourn the Closing, or Seller has not obtained a Consent as of the expiration of any such adjournment(s), Seller shall elect,
in its sole discretion, to either (A) execute and deliver to Purchaser at Closing an agreement (an “Overlease Indemnity”) in a form mutually agreeable to Seller and Purchaser (in the exercise of their reasonable judgments) whereby
Seller indemnifies Purchaser from and against any damages (other than consequential damages) Purchaser may sustain by reason of Seller’s inability to deliver a Consent, in which event Purchaser shall acquire title to the Property without
abatement of the Purchase Price or any claim for damages or otherwise against Seller by reason of Seller’s inability to obtain a Consent, other than any claim which may be made under the Overlease Indemnity or (B) terminate this Agreement as to
the affected Property only, whereupon such Property shall constitute a “Removed Property”. If Seller terminates this Agreement as to a Removed Property as provided above, Seller shall refund the Allocated Deposit for the Removed
Property to Purchaser. In addition, Seller shall reimburse Purchaser for Due Diligence Costs (upon being presented with paid invoices and receipts evidencing such costs) with respect to the Removed Property. Thereafter, this Agreement shall be null
and void as to the Removed Property (but shall remain in force and effect as to the remaining Properties), and neither party shall have any obligation to the other with respect to the Removed Property, except to the extent such obligation expressly
survives such termination. 
  

	 	(l)	If Seller terminates this Agreement as to any Removed Property in accordance with the terms of Section 25(k), Seller may, simultaneously therewith, substitute one or more
Substitute Properties for the Removed Property by providing Purchaser with notice of substitution setting forth the Required Substitute Property Information. Notwithstanding the foregoing, Seller, unless permitted by Section 34, may not
substitute a Property or Properties for any Removed Property which was earlier substituted for a Removed Property in accordance with the provisions of this Agreement. If Seller substitutes a Substitute Property for a Removed Property, then in lieu
of refunding the Allocated Deposit for the Removed Property to Purchaser, there shall be an adjustment of the Downpayment to reflect the substitution of the Substitute Property for the Removed Property (i.e., Seller shall refund to Purchaser
the amount by which the Allocated Deposit for the Removed Property exceeds that of the Substitute Property, or Purchaser shall pay to Seller the amount by which the Allocated Deposit for the Substitute Property exceeds that of the Removed Property,
as applicable.) 

  

	 	(m)	If Seller obtains an Overlease Estoppel from a lessor of a Property that is subject to an Overlease, Seller shall reasonably promptly deliver the same to Purchaser.


  

 52 







 Purchaser may thereafter request that the lessor execute and deliver to Purchaser a Supplementary
Overlease Estoppel, by executing and delivering to such lessor a Supplementary Overlease Estoppel Request, accompanied by a Supplementary Overlease Estoppel. Simultaneously with Purchaser’s delivery thereof to a lessor under an Overlease,
Purchaser shall provide Seller with copies of any Supplementary Overlease Estoppel Requests and Supplementary Overlease Estoppels. Notwithstanding the foregoing provisions of this Section 25(m), (i) Purchaser’s obligation to close title
to a Property that is subject to an Overlease shall in no event be conditioned upon Purchaser’s receipt from the lessor of an executed Supplementary Overlease Estoppel and (ii) upon Seller’s receipt of an Overlease Estoppel with respect to
a Property, the condition to Closing set forth in Section 25(d) shall be deemed to be finally satisfied, notwithstanding any actual or purported revocation of, or amendment to, an Overlease Estoppel made by a lessor in response to
Purchaser’s request for a Supplementary Overlease Estoppel. 
  

	 	(n)	Purchaser shall cause the holder of any mortgage or deed of trust to execute and deliver at Closing, for each Property that is subject to a Lease Agreement, a Mortgage SNDA in the
form of Exhibit-D-1 to the Lease Agreement, or in such other form as Seller shall accept in its sole discretion. 

  

	 	(o)	Between the date hereof and the Closing Date, Seller shall prepare a Site Plan for each Property which contains Leased Premises or Release Premises. For purposes of this Agreement,
the term “Site Plan” shall mean a site plan of an entire Property, delineating (i) tenant common areas located outside of Buildings, (ii) parking areas reserved for the exclusive use of the tenant under the Lease Agreement and its
employees, contractors, licensees and invitees (“Tenant Dedicated Parking Areas”) and (iii) parking areas reserved for use by parties paying a fee therefor (“Separate Charge Parking Areas”). Provided that the Tenant
Dedicated Parking Areas delineated on the Site Plan are substantially comparable to those parking areas reserved for the exclusive use of Seller and its employees, contractors, licensees and invitees as of the date hereof, the delineation thereof on
the Site Plan shall be final and binding. Provided that the Separate Charge Parking Areas delineated on the Site Plan are substantially comparable to the parking areas reserved for use by parties paying a fee therefor as of the date hereof, the
delineation of the Separate Charge Parking Area on the Site Plan shall be final and binding. 

  

	 	(p)	Article XV of each Lease Agreement shall contain provisions particular to that Lease Agreement. Exhibit F annexed hereto contains an omnibus version of Article XV, annotated
by footnotes indicating which provisions thereof are appropriate for inclusion in which Lease Agreements. Between the date hereof and the Closing Date, Seller shall complete Article XV of each Lease Agreement in accordance with such footnotes.


  

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	 	(q)	On the Closing Date, Seller shall, with respect to each Lease Agreement: 

  

	 	(i)	insert the Initial ABR Factor in the Lease Agreement; 

  

	 	(ii)	if applicable, annex to the Lease Agreement, as Exhibit B, the floor plan of the Leased Premises, as prepared by an Approved Architect pursuant to the provisions of
Section 27(a); 

  

	 	(iii)	if applicable, annex to the Lease Agreement, as Exhibit B-1, the floor plan of the Release Premises, as prepared by an Approved Architect in accordance with the provisions of
Section 27(a); 

  

	 	(iv)	annex the Site Plan for the Property to the Lease Agreement as Exhibit A-1; 

  

	 	(v)	incorporate Article XV in each Lease, having completed the same in the manner contemplated by Section 25(p); 

  

	 	(vi)	incorporate, as Article IX of the Lease Agreements affecting the Properties identified on Exhibit C-1 annexed hereto, the provisions contained in Exhibit C-2 annexed
hereto; 

  

	 	(vii)	incorporate, as Article IX of the Lease Agreements affecting the Properties identified on Exhibit D-1 annexed hereto, the provisions contained in Exhibit D-2 annexed
hereto; 

  

	 	(viii)	incorporate, as Article IX of the Lease Agreements affecting the Properties identified on Exhibit E-1 annexed hereto, the provisions contained in Exhibit E-2 annexed
hereto; 

  

	 	(ix)	with respect to each Lease Agreement demising premises in a Linked Property, modify the definition of “Leasehold Estate” contained therein so that it means the estate and
interest of the landlord in the Linked Property and the Property or Properties with which it is paired or grouped, including fee title to each such Property and/or the lessee’s interest in an Overlease affecting such Property; and


  

	 	(x)	otherwise complete the Lease Agreement in accordance with the instructions set forth in the Lease Agreement annexed hereto as Exhibit P. 

  

	 	(r)	At Closing, the parties shall complete (i) Exhibit A to the FSG Indemnity and Guaranty by completing the descriptions of the Overleases affecting the Properties identified on such
Exhibit A and (ii) Exhibit B to the FSG Indemnity and Guaranty by describing therein the Lease Agreements affecting Properties acquired by Assignee. 

  

	 	(s)	At Closing, the parties shall complete the Master Agreement in accordance with the instructions set forth in the form of Master Agreement annexed hereto as Exhibit H.


  

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	 	(t)	At Closing, the parties shall complete the Environmental Indemnity in accordance with the instructions set forth in the form of Environmental Indemnity annexed hereto as Exhibit
Y. 

  

	26.	Capital Amount. 

  

	 	(a)	Between the date of this Agreement and the Closing Date, Seller shall have the right, but not the obligation, to make any of the repairs, replacements or improvements (i) noted on
Exhibit Z hereto (as the same may be supplemented from time to time upon the substitution of a Property in accordance with this Agreement), (ii) that Seller is required to perform to cure Violations issued from and after the date hereof by
governmental authorities having jurisdiction over a Property or (iii) that Seller, in Seller’s reasonable judgment, determines is necessary to avoid, prior to Closing, (x) imperiling the health, safety or welfare of any person on or about the
Property or (y) additional damage to the Property. The foregoing repairs, replacements or improvements are herein collectively referred to as “Capital Work”. The hard and soft costs expended by Seller in connection with Capital Work
are herein referred to as the “Capital Amount”. The Capital Amount incurred in connection with any Capital Work shall be added to the Purchase Price for each Property in accordance with the provisions of Section 4. Seller may
enter into such contracts and agreements for the performance of Capital Work as Seller deems appropriate, provided that such contracts and agreements shall be consistent with Seller’s customary practices. 

  

	 	(b)	If any Capital Work for a Property containing Leased Premises remains incomplete at Closing, Seller shall on or before Closing furnish Purchaser with Seller’s reasonable
estimate of the cost required to complete the same (an “Estimated Capital Work Completion Amount”), which such estimate shall include a reasonably detailed breakdown of the components of such Estimated Capital Work Completion
Amount. Seller shall at Closing (pursuant to an instrument in form reasonably satisfactory to Seller and Purchaser) assign to Purchaser all of its right, title and interest in and to all contracts and agreements for the performance of the incomplete
Capital Work (collectively, the “Capital Work Contracts”), and Purchaser shall assume all of Seller’s obligations (including payment obligations) under the Capital Work Contracts which first arise or accrue from and after the
Closing Date. Purchaser shall thereafter complete the Capital Work pursuant to the Capital Work Contracts (or such other arms-length agreements with third parties as shall be necessary to complete the Capital Work), in accordance with good
construction practice and any plans or specifications therefor furnished by Seller to Purchaser. On the sooner to occur of (i) one year after the Closing Date and (ii) ten Business Days (10) days after Purchaser’s completion of Capital Work
with respect to a Property, Purchaser shall furnish Seller with a detailed accounting of costs incurred by Purchaser in completing the Capital Work in accordance with the provisions of this Section 26 (the “Actual Capital Work
Completion Amount”). If the Actual Capital Work Completion Amount for any Capital Work is less than the Estimated Capital 

  

 55 







 Work Completion Amount for such Capital Work (the difference being herein referred to as the
“Refund Amount”), Purchaser shall, simultaneously with its delivery of the accounting to Seller, pay the Refund Amount to Seller. If the Estimated Capital Work Completion Amount for any Capital Work is less than the Actual Capital
Work Completion Amount for such Capital Work, Seller shall pay the difference to Purchaser within ten (10) Business Days of Seller’s receipt of such accounting. 
  

	27.	Architect’s Reports. 

  

	 	(a)	Promptly following the date hereof (with respect to the Initial Properties), and promptly following the substitution of a Substitute Property (with respect to the Substitute
Properties), Seller shall retain the Approved Architects to prepare, with respect to each Property, a report (the “Architect’s Report”) setting forth (i) the measurements of the Net Rentable Areas of the Buildings and, if
applicable, the Leased Premises and the Release Premises, all such measurements to be made in accordance with the BOMA Standard, (ii) floor plans, to the extent applicable, of the Leased Premises and the Release Premises, (iii) if the Property
contains Release Premises, a space plan indicating any reconfiguration of floors or common areas necessary properly to perform the Demising Work for such Release Premises, (iv) if the Property contains Release Premises, a reasonably detailed scope
of work of the Demising Work for such Release Premises and (v) if the Property contains Release Premises, an estimate of the Demising Work Costs (and each component thereof, i.e., the Primary Demising Work Costs and the Other Demising Work
Costs) (such estimate, the “Estimated Demising Work Costs”). If the Service Entrance for a Building is located within Leased Premises, Seller shall also instruct the Approved Architect to estimate the cost required to relocate the
Service Entrance to premises outside the Leased Premises in accordance with the provisions of Section 4.2(f) of the Lease Agreement. For purposes of this Agreement, the term “Approved Architect” shall mean the architects or
engineers set forth on Exhibit AA hereto. Notwithstanding the foregoing, Seller may engage reputable, independent architects or engineers other than Approved Architects for the preparation of Architect’s Reports upon receipt of
Purchaser’s prior written consent, which consent shall not be unreasonably withheld. 

  

	 	(b)	The information and materials described in clauses (iii), (iv) and (v) of Section 27(a) are hereinafter referred to as the “Release Premises Information”. If
a Building contains Release Premises, Seller shall instruct the Approved Architect to base the Release Premises Information upon the assumption that the entire Release Premises shall be separated from the Leased Premises. However, Seller, at
Seller’s election, may also instruct the Approved Architect to base the Release Premises Information upon multiple assumptions as to the ultimate configuration of the Leased Premises and the Release Premises. 


	

  

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	 	(c)	Upon its completion of an Architect’s Report for a Property, the Approved Architect shall, in accordance with Seller’s instructions, deliver a copy thereof to Seller and
Purchaser. During the Consultation Period, the Approved Architect, in accordance with Seller’s instructions, shall make itself available to Seller and Purchaser for consultation with respect to the Architect’s Report. During such
consultations, Seller and/or Purchaser may request that the Approved Architect make changes to the Architect’s Report. If the Approved Architect, in its sole discretion, determines that such changes are appropriate, then
the Approved Architect shall incorporate such changes in the Architect’s Report. However, the Approved Architect shall be under no obligation to incorporate in the Architect’s Report any changes suggested by Seller or Purchaser, it being
understood that the Approved Architect’s determination of the appropriateness of any such changes shall be final and binding. For purposes of this Agreement, the term “Consultation Period” shall mean the fifteen (15) Business
Day period immediately following the Approved Architect’s Delivery of an Architect’s Report to Seller and Purchaser. 

  

	 	(d)	If, as of the Closing Date, an Approved Architect has not yet completed an Architect’s Report (after consulting with Seller and Purchaser in accordance with the provisions of
Section 27(c)) Seller shall be entitled to an adjournment or adjournments of the Closing to afford the Approved Architect additional time to complete the Architect’s Report. 

  

	 	(e)	If Seller concludes, in its sole discretion, that the Estimated Demising Work Cost set forth in the Architect’s Report with respect to a Property is unduly expensive, Seller
may, upon notice to Purchaser on or before the later to occur of (i) Seller’s Election Date and (ii) fifteen (15) Business Days after the Approved Architect finalizes the Architect’s Report (after consulting with Seller and Purchaser in
accordance with Section 27(c)), terminate this Agreement as to such Property, whereupon such Property shall constitute a “Removed Property”. Upon the termination of this Agreement as to the Removed Property, Seller shall
refund the Allocated Deposit for the Removed Property to Purchaser. In addition, Seller shall reimburse Purchaser for Due Diligence Costs (upon being presented with paid invoices and receipts evidencing such costs) with respect to the Removed
Property. Thereafter, this Agreement shall be null and void as to the Removed Property (but shall remain in force and effect as to the remaining Properties), and neither party shall have any obligation to the other with respect to the Removed
Property, except to the extent such obligation expressly survives such termination. 

  

	 	(f)	If Seller exercises its right pursuant to Section 27(e) to terminate this Agreement as to a Removed Property, Seller shall be deemed to have waived any condition to
Seller’s obligation to proceed to Closing hereunder set forth in Section 2(c) hereof, to the extent that such condition would have been satisfied but for Seller’s termination of this Agreement as to the Removed Property.


  

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	 	(g)	If Seller exercises its right pursuant to Section 27(e) to terminate this Agreement as to a Removed Property, Seller may, simultaneously therewith, substitute one or more
Substitute Properties for the Removed Property by providing Purchaser with notice of substitution setting forth the Required Substitute Property Information. Notwithstanding the foregoing, Seller, unless permitted by Section 34, may not
substitute a Property or Properties for any Removed Property which was earlier substituted for a Removed Property in accordance with the provisions of this Agreement. If Seller substitutes a Substitute Property for a Removed Property, then in lieu
of refunding the Allocated Deposit for the Removed Property to Purchaser, there shall be an adjustment of the Downpayment to reflect the substitution of the Substitute Property for the Removed Property (i.e., Seller shall refund to Purchaser
the amount by which the Allocated Deposit for the Removed Property exceeds that of the Substitute Property, or Purchaser shall pay to Seller the amount by which the Allocated Deposit for the Substitute Property exceeds that of the Removed Property,
as applicable.) 

  

	28.	Purchase Option/Right of First Offer 

  

	A.	Purchase Option in favor of SB Jax, Ltd. 

  

	 	(a)	For the purposes of this Section 28(A), the following terms shall have the following meanings: 

  

	 	(i)	“Option Agreement” shall mean that certain Parking and Option Agreement made as of April 20, 1992 between SB JAX, Ltd. (together with its successors and assigns,
the “Option Holder”) and First Union National Bank of Florida; 

  

	 	(ii)	“Option Property” shall mean the Parking Garage (as defined in the Option Agreement), which property is also the Property identified on the Property Information
Schedule as “Center Square Parking, 100 North Hogan Street, Jacksonville, Florida”; 

  

	 	(iii)	“Purchase Option” shall mean (i) the Call Option (as defined in the Option Agreement) that the Option Holder has with respect to the Option Property pursuant to the
Option Agreement as a result of this Agreement and/or (ii) the right of first refusal that the Option Holder has with respect to the Option Property pursuant to the Option Agreement as a result of this Agreement; and 

  

	 	(iv)	“Seller’s Offer Notice” shall mean a written notice, in the form attached hereto as Exhibit EE (as Seller may modify the same in the exercise of its
reasonable judgment), pursuant to which Seller notifies Option Holder that Seller intends to sell the Option Property pursuant to this Agreement. 

  


	 	(b)	Purchaser acknowledges that the Option Property is subject to the Purchase Option in favor of Option Holder. Promptly after the execution of this 

  

 58 







 Agreement, Seller shall deliver Seller’s Offer Notice to Option Holder. Seller shall deliver to
Purchaser a copy of any written response by Option Holder to Seller’s Offer Notice after Seller’ receipt thereof. 
  

	 	(c)	As of the date hereof, the Option Property is designated a “Required Property”. If on any date after the date hereof and prior to the Closing Date, the Option
Property becomes Encumbered (as defined below), then the Option Property shall be deemed a “Removed Property” and the provisions of Section 7 of this Agreement pertaining to Removed Properties shall apply to the Option
Property, mutatis mutandis. For the purposes hereof, the Option Property shall be “Encumbered” on a date if, as of such date (I) Option Holder has acquired title to the Option Property or (II) both (x) the Option Holder has
timely exercised a Purchase Option, and (y) the Option Holder’s right to purchase the Option Property pursuant to the exercise of such Purchase Option has not been terminated (by agreement or otherwise) or (III) a lis pendens is filed
with respect to the Option Property or an injunction or other order issued by a court of competent jurisdiction is in effect that prohibits Purchaser or Seller from closing title to the Option Property or (IV) there is a pending action or proceeding
to compel the sale of the Option Property to Option Holder. 

  

	 	(d)	If the Option Property becomes Encumbered, but on any date thereafter (and prior to the Closing Date) the Option Property is no longer Encumbered, then Seller may (but shall not be
obligated to) deliver a notice (“Seller’s Notice of No Encumbrance”) to Purchaser that the Option Property is no longer be Encumbered, in which event: (i) the Option Property shall be deemed a “Required
Property”, (ii) all of the terms and conditions of this Agreement applicable to Required Properties shall apply thereto as if the Option Property had not theretofore been Encumbered and deemed a Removed Property, and (iii) Purchaser shall,
within two (2) Business Days after its receipt of such notice, deliver to Seller by wire transfer of immediately available funds to such accounts designated by Seller any amounts returned or reimbursed to Purchaser upon the earlier termination of
this Agreement with respect to such Option Property as a result of same having become a Removed Property pursuant to Section 28(A)(c) above. If the Option Property has been substituted with a Substitute Property prior to the date of Seller’s
Notice of No Encumbrance then, as of such date, this Agreement shall terminate with respect to such Substitute Property, whereupon such Substitute Property shall constitute a “Removed Property” and the provisions of Section 7 of this
Agreement pertaining to Removed Properties shall apply to the Substitute Property, mutatis mutandis. 

  

	 	(e)	Seller shall have the right at any time, in Seller’s sole discretion, to terminate this Agreement with respect to the Option Property by notice delivered to Purchaser,
whereupon the Option Property shall constitute a “Removed Property” and the provisions of Section 7 of this Agreement pertaining to Removed Properties shall apply to the Option Property, mutatis mutandis. Seller, by
notice (“Seller’s Revocation Notice”) to Purchaser, may revoke such termination of this 

  

 59 







 Agreement with respect to the Option Property, in which event: (x) the Option Property shall be deemed a
“Required Property”, (y) all of the terms and conditions of this Agreement applicable to Required Properties shall apply thereto as if the Option Property had not theretofore constituted a Removed Property, and (z) Purchaser shall,
within two (2) Business Days after its receipt of such notice, deliver to Seller by wire transfer of immediately available funds to such accounts designated by Seller any amounts returned or reimbursed to Purchaser upon the earlier termination of
this Agreement with respect to such Option Property as a result of same having become a Removed Property pursuant to this Section 28(A)(e). If the Option Property has been substituted with a Substitute Property prior to the date of
Seller’s Revocation Notice then, as of such date, this Agreement shall terminate with respect to such Substitute Property, whereupon such Substitute Property shall constitute a “Removed Property” and the provisions of Section 7
of this Agreement pertaining to Removed Properties shall apply to the Substitute Property, mutatis mutandis. 
  

	 	(f)	If on the Closing Date the Option Property is not Encumbered (and is thus a Required Property) then Purchaser shall be obligated to close title to the Option Property in accordance
with all of the terms and conditions of this Agreement. 

  

	 	(g)	If, on the Closing Date, the Option Property is Encumbered, Seller shall not be obligated to convey to Purchaser and Purchaser shall not be obligated to acquire from Seller title to
the Option Property on the Closing Date, but if (i) on or before the date that is one (1) year after the Closing Date (the “OP Outside Date”), the Option Property is no longer Encumbered and (ii) prior to the Closing, the Option
Property was not substituted with a Substitute Property, then, at Seller’s election, Purchaser and Seller shall close title to the Option Property in accordance with all of the terms and conditions of this Agreement within thirty (30) days
after the earliest date that the Option Property is no longer Encumbered. If the Option Property is Encumbered on the OP Outside Date, this Agreement shall automatically terminate with respect to the Option Property and neither party shall have any
obligation to the other with respect thereto, except to the extent such obligation survives termination of this Agreement. 

  

	 	B.	Right of First Offer: Spartanburg. 

  

	 	(a)	For the purposes of this Section 28(B), the following terms shall have the following meanings: 

  

	 	(i)	“Condo Option Holder” shall mean any one of the following: the condominium association and the owners of other units (in each case, in the condominium governed by
the Condominium Documents); 

  

	 	(ii)	“Condo Purchase Option” shall mean (i) the right, if any, that a Condo Option Holder has to acquire the Condo Option Property pursuant to the Condominium Documents;
and 

  

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	 	(iii)	“Seller’s Condo Offer Notice” shall mean a written notice, in the form required by the Condominium Documents, as determined by Seller in the exercise of its
reasonable judgment, pursuant to which Seller notifies the Condo Option Holder(s) that Seller intends to sell the Condo Option Property pursuant to this Agreement. 

  

	 	(b)	Purchaser acknowledges that Seller has advised it that the Condo Option Property may be subject to a Condo Purchase Option in favor of one or more Condo Option Holders. Within a
reasonable time after the execution of this Agreement, Seller shall determine if the Condo Option Property is subject to Condo Purchase Option and if so shall deliver Seller’s Condo Offer Notice to the appropriate Condo Option Holders. Seller
shall deliver to Purchaser a copy of any written response by any Condo Option Holders to Seller’s Condo Offer Notice after Seller’ receipt thereof. 

  

	 	(c)	If on any date after the date hereof and prior to the Closing Date, the Condo Option Property becomes Encumbered (as defined below), then such Condo Option Property shall be deemed
a “Removed Property” and the provisions of Section 7 of this Agreement pertaining to Removed Properties shall apply to the Condo Option Property, mutatis mutandis. For the purposes hereof, the Condo Option Property
shall be “Encumbered” on a date if, as of such date (I) any Condo Option Holder has acquired title to the Condo Option Property or (II) both (x) any Condo Option Holder has timely exercised a Condo Purchase Option, and (y) any Condo
Option Holder’s right to purchase the Condo Option Property pursuant to the exercise of such Condo Purchase Option has not been terminated (by agreement or otherwise) or (III) a lis pendens is filed with respect to the Condo Option
Property or an injunction or other order issued by a court of competent jurisdiction is in effect that prohibits Purchaser or Seller from closing title to the Condo Option Property or (IV) there is a pending action or proceeding to compel the sale
of the Condo Option Property to a Condo Option Holder. 

  

	 	(d)	If the Condo Option Property becomes Encumbered, but on any date thereafter (and prior to the Closing Date) the Condo Option Property is no longer Encumbered, then Seller may (but
shall not be obligated to) deliver a notice (“Seller’s Notice of No Encumbrance”) to Purchaser that the Condo Option Property is no longer be Encumbered, in which event (i) all of the terms and conditions of this Agreement
shall apply thereto as if the Condo Option Property had not theretofore been Encumbered and deemed a Removed Property, and (ii) Purchaser shall, within two (2) Business Days after its receipt of such notice, deliver to Seller by wire transfer of
immediately available funds to such accounts designated by Seller any amounts returned or reimbursed to Purchaser upon the earlier termination of this Agreement with respect to such Condo Option Property as a result of same having become a Removed
Property pursuant to Section 28(B)(c) above. If the Condo Option Property has been substituted with a Substitute Property prior to the date of Seller’s Notice of No Encumbrance then, as of such date, this Agreement shall terminate with respect
to such Substitute 

  

 61 







 Property, whereupon such Substitute Property shall constitute a “Removed Property” and the
provisions of Section 7 of this Agreement pertaining to Removed Properties shall apply to the Substitute Property, mutatis mutandis. 
  

	 	(e)	Seller shall have the right at any time, in Seller’s sole discretion, to terminate this Agreement with respect to the Condo Option Property by notice delivered to Purchaser,
whereupon the Condo Option Property shall constitute a “Removed Property” and the provisions of Section 7 of this Agreement pertaining to Removed Properties shall apply to the Condo Option Property, mutatis mutandis.
Seller, by notice (“Seller’s Revocation Notice”) to Purchaser, may revoke such termination of this Agreement with respect to the Condo Option Property, in which event: (x) the terms and conditions of this Agreement shall apply
thereto as if the Condo Option Property had not theretofore constituted a Removed Property, and (y) Purchaser shall, within two (2) Business Days after its receipt of such notice, deliver to Seller by wire transfer of immediately available funds to
such accounts designated by Seller any amounts returned or reimbursed to Purchaser upon the earlier termination of this Agreement with respect to such Condo Option Property as a result of same having become a Removed Property pursuant to this
Section 28(B)(e). If the Condo Option Property has been substituted with a Substitute Property prior to the date of Seller’s Revocation Notice then, as of such date, this Agreement shall terminate with respect to such Substitute
Property, whereupon such Substitute Property shall constitute a “Removed Property” and the provisions of Section 7 of this Agreement pertaining to Removed Properties shall apply to the Substitute Property, mutatis mutandis.


  

	 	(f)	If on the Closing Date the Condo Option Property is not Encumbered, then Purchaser shall be obligated to close title to such property in accordance with all of the terms and
conditions of this Agreement. 

  

	 	(g)	If, on the Closing Date, the Condo Option Property is Encumbered, Seller shall not be obligated to convey to Purchaser and Purchaser shall not be obligated to acquire from Seller
title to such property on the Closing Date, but if (i) on or before the date that is one (1) year after the Closing Date (the “Condo OP Outside Date”), such property is no longer Encumbered and (ii) prior to the Closing, such
property was not substituted with a Substitute Property, then, at Seller’s election, Purchaser and Seller shall close title to such property in accordance with all of the terms and conditions of this Agreement within thirty (30) days after the
earliest date that such property is no longer Encumbered. If such property is Encumbered on the Condo OP Outside Date, this Agreement shall automatically terminate with respect to such property and neither party shall have any obligation to the
other with respect thereto, except to the extent such obligation survives termination of this Agreement. 

  

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	29.	Miscellaneous. 

  

	 	(a)	Each Property identified on the Property Information Schedule as a “Hybrid Property” is comprised of Land and one or more Leasehold Estates. In each instance where
this Agreement calls for the performance or satisfaction of any term, covenant or condition with respect to a Property comprised of a Leasehold Estate, the same shall apply to that portion of the Hybrid Property comprised of the Leasehold Estate. In
each instance where this Agreement calls for the performance or satisfaction of any term, covenant or condition with respect to a Property comprised of Land, the same shall apply to that portion of the Hybrid Property comprised of Land.


  

	 	(b)	Neither this Agreement, nor any memorandum thereof, shall be recorded in the office for the recording of deeds or in any other office or place of public record.


  

	 	(c)	This Agreement and the exhibits attached hereto contain the entire agreement between Seller and Purchaser and there are no other terms, obligations, covenants, representations,
statements or conditions, oral or otherwise, of any kind or nature whatsoever. This Agreement may be modified only by an agreement in writing between the parties hereto. 

  

	 	(d)	This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal and legal representatives, successors and permitted assigns;
provided, however, that Purchaser may not assign or otherwise transfer this Agreement without the prior written consent of Seller, which Seller may grant or deny in its sole discretion. Notwithstanding the foregoing, no later than fifteen (15)
Business Days prior to any date scheduled for Closing herein, Purchaser shall assign Purchaser’s rights to acquire the Properties identified on Exhibit DD annexed hereto to American Financial TRS, Inc. (“Assignee”).
Simultaneously with such assignment, Purchaser shall notify Seller thereof, which notice shall be accompanied by a duly executed assignment and assumption agreement wherein such assignee agrees to assume joint and several liability with Purchaser
for all of Purchaser’s obligations hereunder (a “Contract Assignment and Assumption”). Purchaser may, upon notice to Seller within (5) Business Days of the substitution of a Property for a Removed Property in accordance with
the provisions of this Agreement, elect to assign Purchaser’s right to acquire such Substitute Property to Assignee. If Purchaser fails to furnish Seller with such notice in the time and in the manner hereinbefore prescribed, Purchaser shall
acquire the Substitute Property at Closing. If Purchaser furnishes Seller with such notice in the time and in the manner hereinbefore prescribed, Purchaser shall assign its right to acquire the Substitute Property to Assignee no later than fifteen
(15) Business Days prior to any date scheduled for Closing herein, and shall simultaneously furnish Seller with notice thereof, accompanied by a Contract Assignment and Assumption, duly executed by Purchaser and Assignee. At Closing, Seller shall
execute and deliver to Purchaser those of Seller’s Closing Documents that pertain to Properties to be acquired by Purchaser, while Seller shall execute and deliver to Assignee those of Seller’s Closing Documents that pertain to Properties
to be acquired by Assignee. Conversely, 

  

 63 







 Purchaser shall execute and deliver to Seller those of Purchaser’s Closing Documents that pertain to
Properties to be acquired by Purchaser, while Assignee shall execute and deliver to Seller those of Purchaser’s Closing Documents that pertain to Properties to be acquired by Assignee. In addition, the adjustments and pro rations required by
Section 12 hereof shall be made between Seller and Purchaser, with respect to those Properties acquired by Purchaser, and Seller and Assignee, with respect to those Properties acquired by Assignee. 
  

	 	(e)	This Agreement shall be governed and construed in accordance with the laws of the State of New York. 

  

	 	(f)	For the purposes of any suit, action or proceeding involving this Agreement, Seller and Purchaser each hereby expressly submit to the jurisdiction of all federal and state courts
sitting in the State of New York and consent that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction by registered mail or by personal
service, provided that a reasonable time for appearance is allowed, and Seller and Purchaser agree that such courts shall have the exclusive jurisdiction over any such suit, action or proceeding commenced by either or both of said parties. In
furtherance of such agreement, Seller and Purchaser each agree upon the request of the other party hereof to discontinue (or agree to the discontinuance of) any such suit, action or proceeding pending in any other jurisdiction.


  

	 	(g)	Seller and Purchaser each hereby irrevocably waive any objection that each such party may now or hereafter have to the laying of venue of any suit, action or proceeding arising out
of or relating to this Agreement brought in any federal or state court sitting in the State of New York and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. 

  

	 	(h)	Except when reference is made to Business Days, whenever in this Agreement a period of time is stated as a number of days, it shall be construed to mean calendar days; provided,
however, that when any period of time so stated would end upon a Saturday, Sunday, or legal holiday, such period shall be deemed to end upon the next day following which is not a Saturday, Sunday or legal holiday. 

  

	 	(i)	The date and time for the performance of all obligations hereunder shall be deemed to be of the essence of this Agreement. The foregoing shall in no event be deemed to impair any
adjournment right of either party hereunder expressly set forth herein. 

  

	 	(j)	If any term or provision of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected and each such remaining provision
of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 

  

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	 	(k)	This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
instrument. The date of this Agreement shall be the date of Seller’s execution hereof. This Agreement may be executed by facsimile. 

  

	 	(l)	This Agreement and each of the provisions hereof are solely for the benefit of Purchaser and Seller and their permitted assigns. No provisions of this Agreement, or of any of the
documents and instruments executed in connection herewith, shall be construed as creating an any person or entity other than Purchaser and Seller and their permitted assigns any rights of any nature whatsoever. 

  

	 	(m)	It is the intention of both parties hereto that, for federal, state and local income, single business or franchise tax purposes, Purchaser will be purchasing on the Closing Date,
and Seller will be selling on the Closing Date, the Properties, rather than Purchaser providing a loan to Seller secured by the Properties on the Closing Date. 

  
 30. Purchaser’s Representations. Purchaser (and, if applicable, Purchaser’s Affiliate) represents to Seller, which
representations shall be true, correct and complete as of the Closing Date and which shall survive Closing, as follows: 
  

	 	(a)	Purchaser is, and at the Closing shall be, a corporation (or limited liability company, or limited partnership, as applicable) duly organized, validly existing, and in good standing
under the laws of the state of formation, with full power and authority to conduct its business affairs each state where the Properties are located. 

  

	 	(b)	The execution, delivery and performance of this Agreement, in accordance with its terms, do not violate Purchaser’s articles of incorporation, by-laws, or any contract,
agreement, commitment, order, judgment or decree to which Purchaser is a party or by which it is bound. 

  

	 	(c)	The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder have been duly authorized by all required action of Purchaser and the
officers of Purchaser in full compliance with the provisions of Purchaser’s articles of incorporation and by-laws. The person executing this Agreement on behalf of Purchaser is duly authorized to do so. 

  

	 	(d)	Purchaser has the right, power and authority to make and perform its obligations under this Agreement and this Agreement is a valid and binding obligation of Purchaser enforceable
against Purchaser in accordance with its terms. 

  

 65 







 31. Seller’s Representations. Seller represents to Purchaser, which representations shall be true, correct
and complete as of the Closing Date hereunder and which shall survive the Closing, as follows: 
  

	 	(a)	Seller is, and at the Closing shall be, a national banking association, duly organized and validly existing, with full power and authority to conduct its business affairs in each
state where the Properties are located. 

  

	 	(b)	The execution, delivery and performance of this Agreement by Seller, in accordance with its terms, do not violate Seller’s articles of incorporation, by-laws, or any contract,
agreement, commitment, order, judgment or decree to which Seller is a party or by which it is bound. 

  

	 	(c)	The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder have been duly authorized by all required action of Seller and the officers
of Seller in full compliance with the provisions of Seller’s articles of incorporation and by-laws. The person executing this Agreement on behalf of Seller is duly authorized to do so. 

  

	 	(d)	Seller has the right, power and authority to make and perform its obligations under this Agreement and this Agreement is a valid and binding obligation of Seller enforceable against
Seller in accordance with its terms. 

  

	32.	Indemnification. With respect to and following the Closing on the Properties: 

  

	 	(a)	Purchaser shall indemnify and hold Seller harmless from and against all claims, lawsuits, costs (including reasonable counsel fees), losses, damages and liabilities that arise out
of or relate to (i) the presence of any Hazardous Materials in, on or at a Property (or any improvements) at the time of Closing, but only to the extent that the presence of such Hazardous Materials were disclosed in a Phase I Study or Phase II
Study obtained by Purchaser, (ii) transactions or operations at a Property on and after the Closing Date, or (iii) any breach by Purchaser of any representation, warranty or covenant of Purchaser contained in this Agreement that survives the
Closing. If any claim or lawsuit is made or commenced as to which Seller proposes to demand such indemnification, it shall notify Purchaser with reasonable promptness; provided, however, that any failure of Seller to notify Purchaser shall not
relieve Purchaser from its obligations hereunder, except to the extent Purchaser is actually prejudiced by such failure to give notice. Purchaser shall have the option of defending such claim or lawsuit with counsel of its own choosing at its own
cost and expense and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Seller and any counsel designated by Seller. Purchaser shall be liable for any settlement of any claim or lawsuit against Seller
made with Purchaser’s written consent, which consent shall not be unreasonably withheld. 

  

	 	(b)	Seller shall indemnify and hold Purchaser harmless from and against all claims, lawsuits, costs (including reasonable counsel fees), losses, damages and liabilities that arise out
of or relate to (i) third party claims for negligent acts occurring on a Property before the date of the closing of title to such Property, but specifically excluding any matter relating to the physical condition of a Property or the


  

 66 







 presence of any Hazardous Materials in, on or at a Property (or any improvements) at the time of Closing
and (ii) any breach by Seller of any representation, warranty or covenant of Seller contained in this Agreement that survives the Closing. If any claim or lawsuit is made or commenced as to which Purchaser proposes to demand such indemnification, it
shall notify Seller with reasonable promptness; provided, however, that any failure of Purchaser to notify Seller shall not relieve Seller from its obligations hereunder, except to the extent that Seller is actually prejudiced by such failure to
give notice. Seller shall have the option of defending such claim or lawsuit with counsel of its own choosing at its own cost and expense and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with
Purchaser and any counsel designated by Purchaser. Seller shall be liable for any settlement of any claim or lawsuit against Purchaser made with Seller’s written consent, which consent shall not be unreasonably withheld. 
  

	 	(c)	The provisions of this Section 32 shall survive the Closing. 

  

	33.	Marketing/Confidentiality. 

  

	 	(a)	Prior to Closing, Purchaser shall not market or otherwise offer for sale or lease any of the Properties or any of the premises located thereon. Notwithstanding the foregoing, from
and after the expiration of the applicable Due Diligence Period, Purchaser may market or offer for sale the Properties identified on Exhibit BB annexed hereto by listing the same with real estate brokers or otherwise, provided that
Purchaser’s marketing materials for such Properties state (and Purchaser otherwise advises prospective purchasers) that such properties are subject to a sale-purchase agreement between Seller and Purchaser and that the sale thereof is
accordingly conditioned on the occurrence of Closing hereunder. The right to market certain Properties accorded to Purchaser by this Section 33(a) shall in no event accord additional inspection rights upon Purchaser or any prospective
purchaser. 

  

	 	(b)	Each party acknowledges and agrees that this Agreement (or a summary of the terms and conditions hereof) may be included by such party in such party’s filings with such
governmental authorities that regulate that party, including the Securities and Exchange Commission (“SEC”), and, if that is the case, such filing shall be available for review by the public, including access through the SEC’s
EDGAR Internet search engine and document retrieval system. In addition, each party may be required to disclose the terms and conditions of this Agreement in a press release and be required to disclose the terms and conditions of this Agreement to
Seller’s shareholders, investment bankers, investment advisors, money managers, lenders and other interested or affected parties. To the extent required by applicable law, each party authorizes the other to release, distribute, and discuss the
terms and conditions of this Agreement as set forth in this Section 33(b) without need for the other party’s prior consent or approval. Notwithstanding the foregoing, each party that wishes to issue a press release


  

 67 







 shall provide a copy of the same to the other party not less than two (2) Business Days prior to its
issuance for review and comment, and the parties agree to cooperate and act reasonably to incorporate changes as requested prior to releasing any statements or information to the news media. Further, each party shall endeavor to provide the other
with copies of all the aforesaid filings upon their be filed. In addition, during the five (5) Business Day period commencing on the date hereof, Purchaser agrees that it shall not publicly disclose that it has entered into this Agreement.

  
 34. Seller’s Substitution Right. Notwithstanding any contrary term
contained in this Agreement, Seller shall have the right, upon notice to Purchaser from time to time at any time before Closing, to substitute one or more Properties for any Removed Property, if required to satisfy the Operating Lease Condition or
the Aggregate Percentage Condition. Any such notice by Seller shall contain the Required Substitute Property Information. 
  

	35.	Linked Properties. 

  
 (a) Exhibit V annexed hereto contains a schedule wherein certain Properties are paired or grouped with one or more other Properties. Each such
Property is hereinafter referred to as a “Linked Property”. If either party hereto terminates this Agreement as to a Linked Property, this Agreement shall automatically terminate as to the Property or Properties with which the
Linked Property is paired or grouped. Upon any termination of this Agreement as to a Property which is paired or grouped with a Linked Property in accordance with the provisions of this Section 35(a), such Property, shall become a
“Removed Property”. Upon the termination of this Agreement as to a Removed Property, Seller shall refund the Allocated Deposit for the Removed Property to Purchaser. In addition, Seller shall reimburse Purchaser for Due Diligence
Costs (upon being presented with paid invoices and receipts evidencing such costs) with respect to the Removed Property. Thereafter, this Agreement shall be null and void as to the Removed Property (but shall remain in force and effect as to the
remaining Properties), and neither party shall have any obligation to the other with respect to the Removed Property, except to the extent such obligation expressly survives such termination. 
  
 (b) Upon the termination of this Agreement as to a Removed Property in
accordance with the provisions of Section 35(a), Seller may, simultaneously therewith, substitute one or more Substitute Properties for the Removed Property, by providing Purchaser with the Required Substitute Property Information. If Seller
substitutes a Substitute Property for a Removed Property, then in lieu of refunding the Allocated Deposit for the Removed Property to Purchaser, there shall be an adjustment of the Downpayment to reflect the substitution of the Substitute Property
for the Removed Property (i.e., Seller shall refund to Purchaser the amount by which the Allocated Deposit for the Removed Property exceeds that of the Substitute Property, or Purchaser shall pay to Seller the amount by which the Allocated
Deposit for the Substitute Property exceeds that of the Removed Property, as applicable.) 
  

 68 







 36. Property Audits. Promptly following the date hereof, Seller shall engage KPMG LLP, Seller’s independent,
outside accounting firm, to prepare, at Purchaser’s sole cost and expense, in conformity with the requirements of Rule 3-14 of Regulations S-X promulgated by the SEC, a combined statement of revenues and certain expenses relating to the
operation of the Properties for (i) the calendar year ending December 31, 2003 and (ii) the calendar quarter ending March 31, 2004 (collectively, the “Property Audits”). Promptly following Purchaser’s reasonable request
therefor, Seller shall cause KPMG LLP to update the Property Audits, at Purchaser’s sole cost and expense, through the end of the calendar quarter preceding the calendar quarter in which the Closing occurs. 
  
 37. No Offer. This Agreement shall neither be deemed an offer to sell nor shall it
bind, obligate or be effective against Seller unless and until (a) the Agreement has been approved in writing by Seller’s appropriate management authority and (b) this Agreement has been fully executed by Seller and Purchaser and an executed
copy is delivered to both parties hereto. 
  
 38. No Liability. No
individual officers, directors, shareholders, agents or representatives of Seller or of Purchaser shall have any personal liability under this Agreement, either for the observance or performance of such party’s rights, duties or obligations
hereunder, or for the default of such party to observe and perform its obligations hereunder, or under any document executed in connection with the transactions contemplated hereby, or otherwise. 
  
 39. Radon Notice. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS
ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION
REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT. 
  

 69 







 IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this
Agreement as of the date first written above. 
  

			
	SELLER
	
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	  


	 	 	Neil C. King, Senior Vice President
	
	Date of Execution: May 10, 2004
	
	PURCHASER
	
	FIRST STATES INVESTORS 3300, LLC
		
	By:	 	  


	 	 	Glenn Blumenthal, Vice President
	
	Date of Execution: May 10, 2004


  

 70 







 Property Information Schedule 
 Exhibit A - As of Apr 30, 2004 
  

																												
	 PID

	 	 POPULAR NAME

	 	 ADDRESS

	 	 CITY

	  	STATE

	 	Initial
Estimated
Purchase
Price (Apr
30, 2004)*

	 	Estimated
Net Rentable
Area of
Leased
Premises

	 	Estimated
Net Rentable
Area of
Release
Premises

	 	 Estimated
Net
 Rentable
Area of
Building

	 	Estimated
Occupancy
Percentage
(for
Properties
containing
Leased
Premises)

	 	 	Estimated
Monthly
Operating
Expense
Factor (for
Properties
containing
Leased
Premises)

	 	Leasehold
Estate

	 	Hybrid
Property

	 	Required
Property


	 410439
	 	North Washington Branch	 	330 N Washington St	 	Alexandria	  	VA	 	3,967,558	 	15,857	 	4,500	 	22,231	 	71	%	 	8,526	 	No	 	No	 	No
														
	 410403
	 	Claremont Branch	 	4651 King St	 	Alexandria	  	VA	 	1,309,601	 	4,800	 	3,500	 	12,000	 	40	%	 	3,106	 	No	 	No	 	No
														
	 506863
	 	Amherst - South Main	 	258 S Main St	 	Amherst	  	VA	 	168,868	 	3,792	 	1,500	 	6,792	 	56	%	 	2,413	 	No	 	No	 	No
														
	 410170
	 	Main Office	 	3559 Fairystone Park Hwy	 	Bassett	  	VA	 	770,008	 	12,472	 	4,564	 	21,600	 	58	%	 	6,416	 	No	 	No	 	No
														
	 410164
	 	Blacksburg	 	200 N Main St	 	Blacksburg	  	VA	 	478,953	 	7,128	 	1,845	 	8,973	 	79	%	 	6,200	 	No	 	No	 	No
														
	 506865
	 	Brookneal Brookneal	 	227 Main St	 	Brookneal	  	VA	 	163,467	 	5,602	 	2,000	 	7,602	 	74	%	 	3,717	 	No	 	No	 	No
														
	 506728
	 	 Charlottesville Western
 Region HQ
	 	123 E Main St	 	Charlottesville	  	VA	 	4,139,713	 	51,295	 	—  	 	68,700	 	75	%	 	26,625	 	No	 	No	 	No
														
	 506893
	 	Christiansburg Main	 	4 E Main St	 	Christiansburg	  	VA	 	204,690	 	3,500	 	6,000	 	15,500	 	23	%	 	5,245	 	No	 	No	 	No
														
	 410218
	 	Clintwood	 	80 Main Street	 	Clintwood	  	VA	 	729,724	 	7,631	 	2,000	 	12,000	 	64	%	 	3,911	 	No	 	No	 	No
														
	 503578
	 	Wheat Innsbrook Centre I	 	10700 N Park Dr	 	Glen Allen	  	VA	 	3,180,471	 	100,523	 	—  	 	100,523	 	100	%	 	65,033	 	No	 	No	 	No
														
	 503580
	 	Wheat Innsbrook Centre II	 	10750 Wheat First Drive	 	Glen Allen	  	VA	 	15,541,375	 	117,892	 	—  	 	117,892	 	100	%	 	76,270	 	No	 	No	 	No
														
	 410222
	 	Market Street Office	 	141 E Market St	 	Harrisonburg	  	VA	 	1,210,314	 	10,679	 	12,512	 	23,191	 	46	%	 	5,880	 	No	 	No	 	No
														
	 503106
	 	21st and Granby	 	2014 Granby St	 	Norfolk	  	VA	 	958,114	 	9,300	 	3,500	 	12,800	 	73	%	 	4,114	 	No	 	No	 	No
														
	 503038
	 	Downtown Petersburg	 	20 Franklin St	 	Petersburg	  	VA	 	630,038	 	4,000	 	3,955	 	8,105	 	49	%	 	3,379	 	No	 	No	 	No
														
	 410157
	 	Richlands	 	201 Suffolk Ave	 	Richlands	  	VA	 	416,859	 	2,125	 	2,000	 	6,125	 	35	%	 	5,625	 	No	 	No	 	No

  

 71 








																												
	 PID

	  	 POPULAR NAME

	  	 ADDRESS

	  	 CITY

	  	STATE

	  	Initial
Estimated
Purchase
Price (Apr
30, 2004)*

	  	Estimated
Net Rentable
Area of
Leased
Premises

	  	Estimated
Net Rentable
Area of
Release
Premises

	  	Estimated
Net
Rentable
Area of
Building

	  	Estimated
Occupancy
Percentage
(for
Properties
containing
Leased
Premises)

	 	 	Estimated
Monthly
Operating
Expense
Factor (for
Properties
containing
Leased
Premises)

	  	Leasehold
Estate

	  	Hybrid
Property

	  	Required
Property


														
	 410201
	  	WVOC-Four Story Operations	  	7711 Plantation Rd	  	Roanoke	  	VA	  	18,883,316	  	425,590	  	—  	  	425,590	  	100	%	 	179,802	  	No	  	No	  	No
														
	 506804
	  	Vienna Tyson’s Corner	  	8117 Leesburg Pike	  	Vienna	  	VA	  	2,100,774	  	7,200	  	10,000	  	17,200	  	42	%	 	5,476	  	No	  	No	  	No
														
	 506832
	  	Virginia Beach Pembroke	  	125 Independence Blvd	  	Virginia Beach	  	VA	  	2,750,775	  	25,350	  	—  	  	25,350	  	100	%	 	11,602	  	No	  	No	  	No
														
	 506746
	  	Warrenton Broadview	  	155 Broadview Ave Ste 100	  	Warrenton	  	VA	  	789,482	  	5,306	  	3,288	  	8,594	  	62	%	 	4,427	  	No	  	No	  	No
														
	 506841
	  	Williamsburg Main	  	1006 Richmond Rd	  	Williamsburg	  	VA	  	570,938	  	9,136	  	3,486	  	15,900	  	57	%	 	6,076	  	No	  	No	  	No
														
	 190117
	  	Pikesville Branch & Op.	  	1515 Reisterstown Rd	  	Baltimore	  	MD	  	1,370,086	  	4,000	  	—  	  	20,522	  	19	%	 	7,861	  	No	  	No	  	No
														
	 353360
	  	Bristol Office	  	244 Radcliffe St	  	Bristol	  	PA	  	208,837	  	10,691	  	—  	  	14,691	  	73	%	 	4,220	  	No	  	No	  	No
														
	 353365
	  	Doylestown Office	  	115 W Court St	  	Doylestown	  	PA	  	306,049	  	9,170	  	—  	  	14,070	  	65	%	 	5,141	  	No	  	No	  	No
														
	 035704
	  	Hanover	  	22 Carlisle St	  	Hanover	  	PA	  	846,662	  	18,290	  	—  	  	28,290	  	65	%	 	6,090	  	No	  	No	  	No
														
	 353334
	  	Jenkintown Financial Center	  	400-406 Old York Rd	  	Jenkintown	  	PA	  	522,520	  	8,999	  	—  	  	20,089	  	45	%	 	9,658	  	No	  	No	  	No
														
	 035713
	  	Lancaster Square	  	100 North Queen Street	  	Lancaster	  	PA	  	4,396,580	  	80,279	  	—  	  	82,560	  	97	%	 	48,305	  	No	  	No	  	No
														
	 035715
	  	Lebanon	  	801 Cumberland St	  	Lebanon	  	PA	  	709,277	  	6,433	  	—  	  	11,282	  	57	%	 	5,965	  	No	  	No	  	No
														
	 353329
	  	Media Office	  	217 W Baltimore Pike	  	Media	  	PA	  	303,888	  	10,779	  	10,000	  	20,779	  	52	%	 	7,567	  	No	  	No	  	No
														
	 035719
	  	Milford	  	224 Broad St	  	Milford	  	PA	  	420,267	  	7,584	  	—  	  	10,084	  	75	%	 	3,609	  	No	  	No	  	No
														
	 036131
	  	Mount Carmel	  	50 W 3rd St	  	Mount Carmel	  	PA	  	625,143	  	9,000	  	—  	  	14,000	  	64	%	 	5,151	  	No	  	No	  	No
														
	 036134
	  	Mt. Penn Building	  	23rd & Perkiomen Avenues	  	Mt. Penn	  	PA	  	433,140	  	9,523	  	—  	  	14,523	  	66	%	 	4,840	  	No	  	No	  	No
														
	 035723
	  	Norristown	  	43 E Main Street	  	Norristown	  	PA	  	1,612,359	  	13,384	  	8,000	  	24,384	  	55	%	 	7,787	  	No	  	No	  	No
														
	 035698
	  	Plaza	  	101 N Independence Mall East	  	Philadelphia	  	PA	  	23,765,360	  	575,981	  	—  	  	587,237	  	98	%	 	457,558	  	No	  	No	  	No
														
	 035278
	  	Independence Hall	  	601 Chestnut St	  	Philadelphia	  	PA	  	782,074	  	5,037	  	—  	  	7,537	  	67	%	 	7,417	  	No	  	No	  	No

  

 72 








																											
	 PID

	 	 POPULAR NAME

	 	 ADDRESS

	 	 CITY

	 	STATE

	 	Initial
Estimated
Purchase
Price (Apr
30, 2004)*

	 	Estimated
Net
Rentable
Area of
Leased
Premises

	 	Estimated
Net
Rentable
Area of
Release
Premises

	 	Estimated
Net
Rentable
Area of
Building

	 	Estimated
Occupancy
Percentage
(for
Properties
containing
Leased
Premises)

	 	Estimated
Monthly
Operating
Expense
Factor (for
Properties
containing
Leased
Premises)

	 	Leasehold
Estate

	 	Hybrid
Property

	 	Required
Property


	 354818
	 	Castor Avenue Office	 	7048 Castor Ave	 	Philadelphia	 	PA	 	1,061,783	 	9,290	 	—  	 	17,290	 	54%	 	5,956	 	No	 	No	 	No
														
	 353304
	 	Phoenixville Office	 	101 S Main Street	 	Phoenixville	 	PA	 	285,926	 	10,847	 	5,000	 	19,347	 	56%	 	5,189	 	No	 	No	 	No
														
	 035474
	 	Pittston	 	1 South Main Street Pittston Bypass	 	Pittston	 	PA	 	345,791	 	7,250	 	—  	 	13,750	 	53%	 	13,214	 	No	 	No	 	No
														
	 035483
	 	Pottstown	 	401 E High St	 	Pottstown	 	PA	 	229,009	 	3,500	 	—  	 	6,500	 	54%	 	4,734	 	No	 	No	 	No
														
	 035731
	 	Scranton Downtown	 	130 Wyoming Ave	 	Scranton	 	PA	 	807,448	 	18,000	 	—  	 	18,000	 	100%	 	30,839	 	No	 	No	 	No
														
	 353452
	 	West Chester Office	 	17 N. High Street	 	West Chester	 	PA	 	554,571	 	27,803	 	—  	 	27,803	 	100%	 	9,574	 	No	 	No	 	No
														
	 354352
	 	Main Office	 	24 W Market St	 	Wilkes Barre	 	PA	 	600,529	 	—  	 	3,000	 	39,901	 	0%	 	—  	 	No	 	No	 	Yes
														
	 354152
	 	Wind Gap Office	 	1 N. Broadway St(ATM) Rt. 512&33	 	Wind Gap	 	PA	 	314,718	 	6,890	 	—  	 	11,390	 	60%	 	2,630	 	No	 	No	 	No
														
	 035592
	 	Spring Ridge	 	1 Meridian Blvd	 	Wyomissing	 	PA	 	26,942,200	 	—  	 	—  	 	395,000	 	0%	 	—  	 	No	 	No	 	Yes
														
	 035692
	 	York Square	 	12 E Market St	 	York	 	PA	 	1,036,448	 	32,830	 	—  	 	35,830	 	92%	 	15,380	 	No	 	No	 	No
														
	 317135
	 	Kingston Office	 	235 Fair St	 	Kingston	 	NY	 	606,857	 	3,500	 	—  	 	7,000	 	50%	 	2,797	 	No	 	No	 	No
														
	 317134
	 	New Paltz Office	 	29 Main St	 	New Paltz	 	NY	 	465,955	 	6,000	 	—  	 	15,500	 	39%	 	4,872	 	No	 	No	 	No
														
	 284547
	 	Brick Office	 	Rt. 70 & Cedarbridge Road	 	Brick	 	NJ	 	1,314,954	 	15,300	 	—  	 	21,300	 	72%	 	7,790	 	No	 	No	 	No
														
	 280867
	 	Cranford Office & Drive-In	 	2 North Ave W	 	Cranford	 	NJ	 	695,471	 	7,934	 	—  	 	14,434	 	55%	 	15,025	 	No	 	No	 	No
														
	 035702
	 	Haddon Township	 	600 W Cuthbert Boulevard	 	Haddon Township	 	NJ	 	3,520,320	 	75,700	 	—  	 	75,700	 	100%	 	68,459	 	No	 	No	 	No
														
	 035260
	 	Hillside	 	1221 Liberty Ave	 	Hillside	 	NJ	 	256,774	 	6,479	 	—  	 	11,479	 	56%	 	4,728	 	No	 	No	 	No
														
	 285019
	 	Morristown Office	 	21 South St	 	Morristown	 	NJ	 	4,199,084	 	44,935	 	11,000	 	55,935	 	80%	 	30,164	 	No	 	No	 	No
														
	 280837
	 	NBOC Operations Center	 	100/300 Fidelity Plaza	 	North Brunswick	 	NJ	 	10,914,554	 	178,851	 	81,550	 	260,401	 	69%	 	196,922	 	No	 	No	 	Yes
														
	 280838
	 	North Brunswick Annex	 	100/300 Fidelity Plaza	 	North Brunswick	 	NJ	 	2,027,877	 	27,694	 	—  	 	27,694	 	100%	 	16,159	 	No	 	No	 	Yes

  

 73 








																											
	 PID

	  	 POPULAR NAME

	  	 ADDRESS

	  	 CITY

	  	STATE

	  	Initial
Estimated
Purchase
Price (Apr
30, 2004)*

	  	Estimated
Net
Rentable
Area of
Leased
Premises

	  	Estimated
Net
Rentable
Area of
Release
Premises

	  	Estimated
Net
Rentable
Area of
Building

	  	Estimated
Occupancy
Percentage
(for
Properties
containing
Leased
Premises)

	 	Estimated
Monthly
Operating
Expense
Factor (for
Properties
containing
Leased
Premises)

	  	Leasehold
Estate

	  	Hybrid
Property

	  	Required
Property


	 280901
	  	Paterson Market Street	  	167 Market St & 9 Colt St	  	Paterson	  	NJ	  	961,103	  	16,482	  	—  	  	27,232	  	61%	 	13,393	  	No	  	No	  	No
														
	 035551
	  	Pennington	  	2 North Highway 31	  	Pennington	  	NJ	  	2,070,013	  	11,544	  	—  	  	11,544	  	100%	 	4,205	  	No	  	No	  	No
														
	 035727
	  	Perth Amboy	  	214 Smith St	  	Perth Amboy	  	NJ	  	802,660	  	6,384	  	—  	  	24,384	  	26%	 	17,132	  	No	  	No	  	No
														
	 280851
	  	Red Bank-Main Office	  	303 Broad St	  	Red Bank	  	NJ	  	1,789,420	  	27,500	  	—  	  	27,500	  	100%	 	24,973	  	No	  	No	  	No
														
	 280326
	  	Scotch Plains Office	  	460 Park Ave	  	Scotch Plains	  	NJ	  	453,325	  	6,455	  	—  	  	13,955	  	46%	 	6,736	  	No	  	No	  	No
														
	 281047
	  	South Amboy Office	  	116 North Broadway & Augusta Street	  	South Amboy	  	NJ	  	597,116	  	4,782	  	—  	  	11,152	  	43%	 	4,628	  	No	  	No	  	No
														
	 281110
	  	Succasunna Office	  	Route #10 and South Street	  	Succasunna	  	NJ	  	338,274	  	5,900	  	2,000	  	10,900	  	54%	 	6,271	  	No	  	No	  	No
														
	 284562
	  	Main Street Office	  	40 Main St	  	Toms River	  	NJ	  	1,671,380	  	41,905	  	5,045	  	46,950	  	89%	 	23,250	  	No	  	No	  	No
														
	 280248
	  	Trenton-Brunswick Ave. Office	  	891 Brunswick Ave	  	Trenton	  	NJ	  	599,590	  	7,400	  	4,500	  	11,900	  	62%	 	10,013	  	No	  	No	  	No
														
	 284421
	  	Union-Larchmont Office	  	2500 Morris Ave	  	Union	  	NJ	  	1,174,935	  	8,068	  	—  	  	12,568	  	64%	 	6,711	  	No	  	No	  	No
														
	 281118
	  	Washington Off. & Parking Lot	  	2 W Washington Ave	  	Washington	  	NJ	  	341,293	  	10,520	  	—  	  	25,520	  	41%	 	11,946	  	No	  	No	  	No
														
	 055238
	  	East Haven	  	339 Hemingway Ave	  	East Haven	  	CT	  	835,698	  	3,350	  	—  	  	10,000	  	34%	 	4,028	  	No	  	No	  	No
														
	 050445
	  	Whalley Norton	  	388 Whalley Ave	  	New Haven	  	CT	  	324,312	  	3,906	  	—  	  	5,906	  	66%	 	5,537	  	No	  	No	  	No
														
	 055923
	  	Norwalk Office	  	637 West Ave & Chapel Street	  	Norwalk	  	CT	  	1,446,416	  	16,269	  	10,000	  	26,269	  	62%	 	7,022	  	No	  	No	  	No
														
	 055534
	  	Trap Falls Office	  	5 Research Dr	  	Shelton	  	CT	  	7,096,983	  	26,865	  	60,000	  	86,865	  	31%	 	69,407	  	No	  	No	  	No
														
	 055200
	  	1 Jefferson Square	  	1 Jefferson Sq	  	Waterbury	  	CT	  	2,034,990	  	50,532	  	—  	  	50,532	  	100%	 	45,724	  	No	  	No	  	No
														
	 050446
	  	Woodbridge Tenants	  	260 Amity Rd	  	Woodbridge	  	CT	  	567,164	  	3,840	  	—  	  	12,000	  	32%	 	4,512	  	No	  	No	  	No
														
	 506500
	  	Anderson Main	  	1101 North Main Street	  	Anderson	  	SC	  	1,521,336	  	16,200	  	—  	  	19,200	  	84%	 	4,553	  	No	  	No	  	No
														
	 506584
	  	Beaufort Main Financial Center	  	1011 Bay Street	  	Beaufort	  	SC	  	1,938,726	  	16,620	  	4,000	  	24,366	  	68%	 	4,582	  	No	  	No	  	No

  

 74 








																											
	 PID

	  	 POPULARNAME

	  	 ADDRESS

	  	 CITY

	  	STATE

	  	Initial
Estimated
Purchase
Price (Apr
30, 2004)*

	  	Estimated
Net Rentable
Area of
Leased
Premises

	  	Estimated
Net Rentable
Area of
Release
Premises

	  	Estimated
Net
Rentable
Area of
Building

	  	Estimated
Occupancy
Percentage (for
Properties
containing
Leased
Premises)

	 	Estimated
Monthly
Operating
Expense
Factor
(for Properties
containing
Leased
Premises)

	  	Leasehold
Estate

	  	Hybrid
Property

	  	Required
Property


														
	 506538
	  	Bennettsville Main Financial Center	  	145 Broad St	  	Bennettsville	  	SC	  	200,064	  	4,000	  	4,000	  	8,000	  	50%	 	3,012	  	No	  	No	  	No
														
	 506535
	  	Camden Camden Main	  	519 East Dekalb Street	  	Camden	  	SC	  	941,031	  	4,502	  	—  	  	8,502	  	53%	 	3,154	  	No	  	No	  	No
														
	 506558
	  	Charleston 16 Broad	  	16 Broad St	  	Charleston	  	SC	  	4,135,818	  	56,911	  	—  	  	57,531	  	99%	 	18,120	  	No	  	No	  	No
														
	 506618
	  	Columbia Greystone Administrative Ctr	  	101 Greystone Blvd	  	Columbia	  	SC	  	9,519,529	  	246,720	  	—  	  	246,720	  	100%	 	103,256	  	No	  	No	  	No
														
	 506619
	  	Columbia Browning Rd. Ops. Center	  	1628 Browning Rd	  	Columbia	  	SC	  	14,189,776	  	—  	  	208,892	  	208,892	  	0%	 	—  	  	No	  	No	  	Yes
														
	 507744
	  	Columbia Browning Road Annex	  	1628 A Browning Rd	  	Columbia	  	SC	  	2,147,447	  	—  	  	8,497	  	8,497	  	0%	 	—  	  	No	  	No	  	Yes
														
	 506577
	  	Dillon Main	  	601 Highway 301 N	  	Dillon	  	SC	  	171,435	  	4,500	  	—  	  	8,500	  	53%	 	2,408	  	No	  	No	  	No
														
	 506516
	  	Spartanburg Main	  	101 N Pine St	  	Spartanburg	  	SC	  	3,227,451	  	20,000	  	—  	  	40,000	  	50%	 	16,391	  	No	  	No	  	No
														
	 506544
	  	Sumter Main	  	4 North Washington Street	  	Sumter	  	SC	  	1,118,318	  	8,053	  	—  	  	15,553	  	52%	 	4,706	  	No	  	No	  	No
														
	 506231
	  	Asheville Main Retail	  	1 Haywood St	  	Asheville	  	NC	  	2,546,614	  	52,600	  	—  	  	83,000	  	63%	 	38,168	  	No	  	No	  	No
														
	 506247
	  	Belmont Main	  	32 N Main St	  	Belmont	  	NC	  	48,367	  	7,535	  	—  	  	21,380	  	35%	 	4,015	  	No	  	No	  	No
														
	 507246
	  	Burlington	  	500 S Main St	  	Burlington	  	NC	  	1,541,347	  	16,907	  	—  	  	29,032	  	58%	 	11,427	  	No	  	No	  	No
														
	 507732
	  	Vanguard Centre	  	5225 77 Center Dr	  	Charlotte	  	NC	  	3,349,324	  	 	  	 	  	52,729	  	0%	 	—  	  	No	  	No	  	Yes
														
	 250104
	  	Main Office	  	55 E Main St	  	Franklin	  	NC	  	397,098	  	6,440	  	—  	  	13,440	  	48%	 	3,985	  	No	  	No	  	No
														
	 506097
	  	Goldsboro	  	301 East Ash Street	  	Goldsboro	  	NC	  	930,762	  	15,745	  	—  	  	29,429	  	54%	 	6,187	  	No	  	No	  	No
														
	 506215
	  	Hendersonville	  	301 South Main Street	  	Hendersonville	  	NC	  	1,589,772	  	14,800	  	—  	  	14,800	  	100%	 	4,447	  	No	  	No	  	No
														
	 251272
	  	Mortgage Center	  	1100 Corporate Center Dr	  	Raleigh	  	NC	  	50,813,141	  	449,914	  	—  	  	449,914	  	100%	 	245,322	  	No	  	No	  	No
														
	 251318
	  	Market St.	  	201 E Market St	  	Smithfield	  	NC	  	589,062	  	4,620	  	—  	  	8,586	  	54%	 	4,971	  	No	  	No	  	No
														
	 506159
	  	Thomasville	  	804 Randolph St	  	Thomasville	  	NC	  	886,485	  	4,914	  	—  	  	8,930	  	55%	 	3,027	  	No	  	No	  	No

  

 75 








																											
	 PID

	  	 POPULAR NAME

	  	 ADDRESS

	  	 CITY

	  	STATE

	  	Initial
Estimated
Purchase
Price (Apr
30, 2004)*

	  	Estimated
Net Rentable
Area of
Leased
Premises

	  	Estimated
Net Rentable
Area of
Release
Premises

	  	Estimated
Net
Rentable
Area of
Building

	  	Estimated
Occupancy
Percentage
(for
Properties
containing
Leased
Premises)

	 	Estimated
Monthly
Operating
Expense
Factor (for
Properties
containing
Leased
Premises)

	  	Leasehold
Estate

	  	Hybrid
Property

	  	Required
Property


														
	 506238
	  	Williamston	  	205 W Main St	  	Williamston	  	NC	  	223,653	  	6,378	  	—  	  	10,378	  	61%	 	2,628	  	No	  	No	  	No
														
	 506101
	  	Wilmington Main	  	101 N Front St	  	Wilmington	  	NC	  	615,427	  	—  	  	—  	  	44,467	  	0%	 	—  	  	No	  	No	  	No
														
	 506280
	  	West End Center Annex	  	801 W 4th St	  	Winston Salem	  	NC	  	4,984,785	  	87,642	  	—  	  	87,642	  	100%	 	10,542	  	No	  	No	  	No
														
	 506014
	  	Winston Salem Linden Center	  	401 Linden St	  	Winston Salem	  	NC	  	18,741,410	  	177,852	  	—  	  	177,852	  	100%	 	72,269	  	No	  	No	  	No
														
	 506281
	  	West End Center	  	809 West 4 1/2 St	  	Winston Salem	  	NC	  	18,192,133	  	374,000	  	—  	  	374,000	  	100%	 	191,301	  	No	  	No	  	No
														
	 506277
	  	Wachovia Center Tower	  	100 North Main Street	  	Winston Salem	  	NC	  	37,953,482	  	296,000	  	—  	  	543,038	  	55%	 	289,751	  	No	  	No	  	No
														
	 506258
	  	Wachovia Center Parking Deck	  	121 Church Street	  	Winston Salem	  	NC	  	1,614,761	  	—  	  	—  	  	—  	  	0%	 	—  	  	No	  	No	  	No
														
	 506290
	  	Wachovia Park Building	  	101 N Cherry St	  	Winston Salem	  	NC	  	10,589,279	  	—  	  	—  	  	204,406	  	0%	 	—  	  	No	  	No	  	Yes
														
	 507769
	  	Wachovia Park Parking Deck	  	125 N Cherry St	  	Winston Salem	  	NC	  	3,474,818	  	—  	  	—  	  	—  	  	0%	 	—  	  	No	  	No	  	Yes
														
	 506278
	  	W S Patterson & Third Parking Lot Nc	  	Patterson & Third	  	Winston Salem	  	NC	  	214,599	  	—  	  	—  	  	—  	  	0%	 	—  	  	No	  	No	  	No
														
	 506279
	  	Winston Salem Linden Center Parking Lot	  	4th & Linden St. N.E Parking	  	Winston Salem	  	NC	  	60,325	  	—  	  	—  	  	—  	  	0%	 	—  	  	No	  	No	  	No
														
	 506286
	  	Greenville Sales Finance Center	  	1451 Thomas Langston Rd	  	Winterville	  	NC	  	9,810,407	  	106,600	  	—  	  	106,600	  	100%	 	57,830	  	No	  	No	  	No
														
	 506975
	  	Atlanta Operations Center	  	3579 - 3585 Atlanta Ave	  	Atlanta	  	GA	  	36,873,380	  	331,736	  	—  	  	331,736	  	100%	 	156,447	  	No	  	No	  	No
														
	 506325
	  	Canton Operation Center	  	2780 Marietta Hwy	  	Canton	  	GA	  	1,067,401	  	—  	  	24,000	  	24,000	  	0%	 	—  	  	No	  	No	  	Yes
														
	 090182
	  	Columbus Main	  	101 13th Street	  	Columbus	  	GA	  	3,549,854	  	48,326	  	5,300	  	53,626	  	90%	 	21,753	  	No	  	No	  	No
														
	 506431
	  	Dalton Main	  	201 S Hamilton St	  	Dalton	  	GA	  	1,509,315	  	17,000	  	—  	  	40,864	  	42%	 	9,632	  	No	  	No	  	No
														
	 090073
	  	Griffin Main	  	100 S Hill St	  	Griffin	  	GA	  	3,191,590	  	9,800	  	7,200	  	68,979	  	14%	 	24,735	  	No	  	No	  	No
														
	 081698
	  	Belle Glade	  	41 S.W. Ave B	  	Belle Glade	  	FL	  	719,572	  	6,932	  	—  	  	12,932	  	54%	 	3,760	  	No	  	No	  	No
														
	 081702
	  	Ocean Ridge	  	4600 Ocean Blvd	  	Boynton Beach	  	FL	  	1,624,356	  	7,293	  	—  	  	11,904	  	61%	 	3,834	  	No	  	No	  	No

  

 76 








																												
	 PID

	  	 POPULAR NAME

	  	 ADDRESS

	  	 CITY

	  	STATE

	  	Initial
Estimated
Purchase
Price (Apr
30, 2004)*

	  	Estimated
Net Rentable
Area of
Leased
Premises

	  	Estimated
Net Rentable
Area of
Release
Premises

	  	Estimated
Net
Rentable
Area of
Building

	  	Estimated
Occupancy
Percentage
(for
Properties
containing
Leased
Premises)

	 	 	Estimated
Monthly
Operating
Expense
Factor (for
Properties
containing
Leased
Premises)

	  	Leasehold
Estate

	  	Hybrid
Property

	  	Required
Property


														
	 081105
	  	Cape Canaveral	  	7801 N Atlantic Boulevard	  	Cape Canaveral	  	FL	  	906,489	  	5,159	  	—  	  	10,318	  	50	%	 	5,207	  	No	  	No	  	No
														
	 081599
	  	Cocoa	  	834 N Cocoa Blvd	  	Cocoa	  	FL	  	945,611	  	5,763	  	—  	  	11,525	  	50	%	 	3,692	  	No	  	No	  	No
														
	 081114
	  	Dade City	  	14210 7th St	  	Dade City	  	FL	  	919,246	  	5,600	  	5,594	  	11,194	  	50	%	 	4,133	  	No	  	No	  	No
														
	 081280
	  	Downtown Daytona	  	130 N Ridgewood Ave	  	Daytona Beach	  	FL	  	1,507,884	  	9,000	  	—  	  	22,777	  	40	%	 	4,849	  	No	  	No	  	No
														
	 081286
	  	Deland Main	  	131 E New York Ave	  	Deland	  	FL	  	880,947	  	7,000	  	—  	  	21,681	  	32	%	 	7,343	  	No	  	No	  	No
														
	 082126
	  	Kings Point	  	6646 W Atlantic Ave	  	Delray Beach	  	FL	  	1,282,296	  	5,172	  	—  	  	15,958	  	32	%	 	5,213	  	No	  	No	  	No
														
	 081726
	  	Dunedin	  	2494 Bayshore Blvd	  	Dunedin	  	FL	  	1,556,831	  	6,000	  	6,000	  	33,073	  	18	%	 	15,228	  	Yes	  	Yes	  	No
														
	 081926
	  	South Fort Myers	  	12751 S Cleveland Ave	  	Fort Myers	  	FL	  	1,846,853	  	17,987	  	—  	  	25,620	  	70	%	 	10,001	  	No	  	No	  	No
														
	 082297
	  	Ft. Myers Downtown	  	2201 2nd Avenue	  	Fort Myers	  	FL	  	4,104,928	  	5,000	  	13,240	  	65,926	  	8	%	 	44,061	  	No	  	No	  	No
														
	 082308
	  	Ft. Myers Downtown	  	Union/Broadway & Peck Pkg	  	Fort Myers	  	FL	  	15,551	  	—  	  	—  	  	—  	  	0	%	 	—  	  	No	  	No	  	No
														
	 081242
	  	West Hollywood	  	6015 Washington St	  	Hollywood	  	FL	  	1,296,260	  	5,257	  	—  	  	10,514	  	50	%	 	5,245	  	No	  	No	  	No
														
	 081048
	  	Exchange Building	  	218 W Adams St	  	Jacksonville	  	FL	  	220,228	  	—  	  	—  	  	32,186	  	0	%	 	—  	  	No	  	No	  	Yes
														
	 081049
	  	Hogan Building	  	170 N Hogan St	  	Jacksonville	  	FL	  	1,058,996	  	—  	  	17,334	  	17,334	  	0	%	 	—  	  	No	  	No	  	Yes
														
	 081065/
 081870
	  	Center Square & Parking	  	100 N Hogan St	  	Jacksonville	  	FL	  	3,991,327	  	—  	  	—  	  	68,909	  	0	%	 	—  	  	No	  	No	  	Yes
														
	 081457
	  	Ed Ball Building	  	214 Hogan St	  	Jacksonville	  	FL	  	24,091,597	  	—  	  	327,976	  	388,575	  	0	%	 	—  	  	Yes	  	Yes	  	Yes
														
	 081325
	  	Downtown Lakeland	  	113 S Tennessee Ave	  	Lakeland	  	FL	  	711,669	  	14,000	  	—  	  	21,335	  	66	%	 	6,085	  	No	  	No	  	No
														
	 081679
	  	Madison	  	400 W Base St	  	Madison	  	FL	  	520,561	  	5,363	  	—  	  	10,363	  	52	%	 	5,843	  	No	  	No	  	No
														
	 081110
	  	Harbor City Boulevard	  	1441 N Harbor City Blvd	  	Melbourne	  	FL	  	937,015	  	8,275	  	—  	  	16,551	  	50	%	 	3,874	  	No	  	No	  	No
														
	 081653
	  	Miami Springs	  	4299 NW 36th St	  	Miami Springs	  	FL	  	9,594,781	  	20,000	  	62,500	  	115,750	  	17	%	 	90,500	  	No	  	No	  	Yes

  

 77 








																												
	 PID

	  	 POPULAR NAME

	  	 ADDRESS

	  	 CITY

	  	STATE

	  	 Initial
Estimated
Purchase
Price (Apr
 30, 2004)*

	  	 Estimated
Net
 Rentable
Area of
Leased
Premises

	  	 Estimated
Net
 Rentable
Area of
Release
Premises

	  	Estimated
Net
Rentable
Area of
Building

	  	Estimated
Occupancy
Percentage
(for
Properties
containing
Leased
Premises)

	 	 	Estimated
Monthly
Operating
Expense
Factor (for
Properties
containing
Leased
Premises)

	  	Leasehold
Estate

	  	Hybrid
Property

	  	Required
Property


														
	 081651
	  	Miami Springs Pkg Garage	  	4299 NW 36th St	  	Miami Springs	  	FL	  	—  	  	—  	  	—  	  	—  	  	0	%	 	—  	  	Yes	  	No	  	Yes
														
	 082314
	  	East Naples	  	4901 S. Tamiami Trail	  	Naples	  	FL	  	1,315,029	  	3,500	  	—  	  	7,046	  	50	%	 	3,687	  	No	  	No	  	No
														
	 081896
	  	Airport Road	  	125 N. Airport Pulling Road	  	Naples	  	FL	  	1,770,488	  	4,000	  	—  	  	10,774	  	37	%	 	6,635	  	No	  	No	  	No
														
	 082009
	  	Southgate	  	5211 North U.S. Hwy 19	  	New Port Richey	  	FL	  	447,425	  	6,209	  	—  	  	11,209	  	55	%	 	3,951	  	No	  	No	  	No
														
	 081057
	  	Dixie Freeway	  	401 S Dixie Fwy	  	New Smyrna Beach	  	FL	  	816,489	  	6,400	  	—  	  	12,800	  	50	%	 	3,279	  	No	  	No	  	No
														
	 081051
	  	New Warrington Road	  	21 New Warrington Rd	  	Pensacola	  	FL	  	1,167,450	  	7,000	  	—  	  	21,163	  	33	%	 	6,870	  	No	  	No	  	No
														
	 081751
	  	Perry	  	200 W Main St	  	Perry	  	FL	  	551,856	  	6,431	  	—  	  	12,862	  	50	%	 	3,221	  	No	  	No	  	No
														
	 081273
	  	Pompano Beach Operations	  	1410 SW 3rd St	  	Pompano Beach	  	FL	  	4,045,887	  	—  	  	47,643	  	47,643	  	0	%	 	—  	  	No	  	No	  	Yes
														
	 081275
	  	Pompano Beach Money Center	  	1401 SW 3rd St.	  	Pompano Beach	  	FL	  	404,141	  	—  	  	7,617	  	7,617	  	0	%	 	—  	  	No	  	No	  	Yes
														
	 081722
	  	Jasmine Lakes	  	10934 U.S. Hwy 19 N	  	Port Richey	  	FL	  	1,526,741	  	18,212	  	—  	  	27,626	  	66	%	 	5,747	  	No	  	No	  	No
														
	 081404
	  	Downtown St Petersburg	  	410 Central Ave	  	Saint Petersburg	  	FL	  	4,046,753	  	—  	  	38,700	  	92,699	  	0	%	 	—  	  	Yes	  	Yes	  	Yes
														
	 082358
	  	De Soto Square	  	3200 U.S. 27 South	  	Sebring	  	FL	  	1,026,793	  	5,700	  	—  	  	32,222	  	18	%	 	7,004	  	No	  	No	  	No
														
	 506713
	  	Florida Avenue	  	12233 N Florida Ave	  	Tampa	  	FL	  	1,856,690	  	8,000	  	—  	  	15,964	  	50	%	 	4,386	  	No	  	No	  	No
														
	 081853
	  	Riverside	  	219 Indian River Ave	  	Titusville	  	FL	  	822,740	  	7,844	  	—  	  	15,689	  	50	%	 	5,411	  	No	  	No	  	No
														
	 506697
	  	Reflections Two	  	450 S Australian Ave	  	West Palm Beach	  	FL	  	3,401,116	  	42,000	  	—  	  	61,904	  	68	%	 	48,953	  	No	  	No	  	No
														
	 081370
	  	Downtown West Palm	  	303 Banyan Street (1st Street)	  	West Palm Beach	  	FL	  	5,717,942	  	16,000	  	—  	  	41,757	  	38	%	 	16,284	  	No	  	No	  	No
														
	 506699
	  	Westward	  	2701 Okeechobee Blvd	  	West Palm Beach	  	FL	  	551,183	  	5,000	  	—  	  	9,500	  	53	%	 	5,781	  	No	  	No	  	No
														
	 082130
	  	Okeechobee Turnpike	  	5849 Okeechobee Blvd	  	West Palm Beach	  	FL	  	1,818,126	  	7,599	  	—  	  	20,250	  	38	%	 	8,597	  	No	  	No	  	No
														
	 507766
	  	Reflections One	  	400 S Australian Ave	  	West Palm Beach	  	FL	  	3,527,742	  	—  	  	—  	  	58,904	  	0	%	 	—  	  	No	  	No	  	No
														
	 081062
	  	South Dillard Street	  	801 S Dillard St	  	Winter Garden	  	FL	  	910,413	  	5,576	  	—  	  	10,576	  	53	%	 	3,181	  	No	  	No	  	No
	 	  	 	  	 	  	 	  	 	  	
	  	
	  	
	  	
	  	 	 	 	
	  	 	  	 	  	 
														
	 	  	 	  	 	  	 	  	 	  	523,479,744	  	5,022,420	  	1,053,238	  	8,163,366	  	 	 	 	3,385,407	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	
	  	
	  	
	  	
	  	 	 	 	
	  	 	  	 	  	 



	*	Net of structural credits. 

  

 81