Common use of Use of Purchase Price Clause in Contracts

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

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

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

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

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

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