-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CoWbACoSX1bQ7qm79wodkaCT4lFhXDHkwMqf+5RpM+45pbn1FSSmfnmNcXVXb/1d V+r8nweqq0pUyq6b44NDgA== 0000893220-97-000565.txt : 19970319 0000893220-97-000565.hdr.sgml : 19970319 ACCESSION NUMBER: 0000893220-97-000565 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970304 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970318 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRANDYWINE REALTY TRUST CENTRAL INDEX KEY: 0000790816 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232413352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09106 FILM NUMBER: 97558280 BUSINESS ADDRESS: STREET 1: TWO GREENTREE CENTRE STREET 2: STE 100 CITY: MARLTON STATE: NJ ZIP: 08053 BUSINESS PHONE: 2152519111 MAIL ADDRESS: STREET 1: TWO GREENTREE CENTRE STREET 2: SUITE 100 CITY: MARLTON STATE: NJ ZIP: 08053 FORMER COMPANY: FORMER CONFORMED NAME: LINPRO SPECIFIED PROPERTIES DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K BRANDYWINE REALTY TRUST 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 4, 1997 BRANDYWINE REALTY TRUST (Exact name of registrant as specified in its charter) MARYLAND 1-9106 23-2413352 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) file number) Identification Number)
16 CAMPUS BOULEVARD, NEWTOWN SQUARE, PENNSYLVANIA 19073 (Address of principal executive offices) (610) 325-5600 (Registrant's telephone number, including area code) Page 1 of 5 pages 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. The Company has acquired an additional eight office buildings (collectively, the "Acquisition Properties"), which contain an aggregate of approximately 274,000 net rentable square feet, for an aggregate purchase price of approximately $25.1 million. As of the date hereof, the Company's portfolio consists of 50 properties (47 of which are office properties and three of which are industrial properties) containing an aggregate of approximately 2.6 million net rentable square feet. Set forth below are brief descriptions of the Acquisition Properties. - - On March 4, 1997, the Company purchased seven office properties (the "Main Street Properties") containing approximately 235,209 net rentable square feet located in the Main Street development in Voorhees, New Jersey for approximately $21.5 million. The seller was Radnor-Camco Partnership. As of February 28, 1997, the occupancy rate of the Main Street Properties was approximately 97.0%. Major tenants at the Main Street Properties include Credit Lenders, AMC Theatres and Cooper Health Care Services. - - On March 6, 1997, the Company purchased 1336 Enterprise Drive, an approximately 38,470 net rentable square foot, three-story office building located in the Goshen Corporate Park in East Goshen Township, Chester County, Pennsylvania for approximately $3.6 million. The seller was Hough/Loew Construction, Inc. As of February 28, 1997, the building was 100% leased to CFM Technologies, Inc. under a lease that expires on November 30, 2000. The sellers of the Acquisition Properties are unaffiliated with the Company. The purchase price for each of the Acquisition Properties was determined by arm's-length negotiation between the Company and the sellers. -2- 3 The table set forth below shows scheduled lease expriations for leases in place at February 28, 1997 for the Main Street Properties for each of the next ten years beginning March 1, 1997, assuming none of the tenants exercise renewal options or termination rights, if any, at or prior to scheduled expirations: Scheduled Lease Expirations (Main Street Properties)
Percentage of Total Year of Number of Leases Net Rentable Square Final Annualized Base Final Annualized Base Lease Expiring Within Footage Subject to Rent Under Expiring Rent Under Expiring Expiration the Year Expiring Leases Leases(2) Leases Cumulative Total ---------- ---------------- ------------------- --------------------- --------------------- ---------------- 1997 (1) 4 11,165 $ 148,825 4.1% 4% 1998 10 50,762 792,112 21.6% 26% 1999 11 46,313 763,170 20.8% 46% 2000 9 30,274 403,418 11.0% 57% 2001 13 46,346 697,719 19.0% 77% 2002 3 11,358 214,309 5.8% 82% 2003 2 13,770 228,826 6.3% 89% 2004 1 18,190 418,370 11.4% 100% 2005 100% 2006 100% 2007 and thereafter 100% -- ------- ---------- ---- Total 53 228,178 $3,666,749 100% == ======= ========== ====
- --------------------- (1) Represents lease expirations from February 28, 1997 to December 31, 1997. (2) "Final Annualized Base Rent" for each lease scheduled to expire represents the cash rental rate of base rents, excluding tenant reimbursements, in the final month prior to expiration multiplied by twelve. Tenant reimbursements generally include payments on account of real estate taxes, operating expense escalations and common area utility charges. ITEM 5. OTHER EVENTS. On March 4, 1997, the Company issued 2,200,000 common shares of beneficial interest, $.01 par value per share ("Common Shares") pursuant to an Underwriting Agreement (the "Underwriting Agreement") with Smith Barney Inc. and Legg Mason Wood Walker, Incorporated (collectively, the "Underwriters"). The Common Shares were sold pursuant to the Underwriting Agreement at a price to the public of $20-5/8 per share. Proceeds to the Company, net of underwriting discounts and commissions equal to $1.08 per share and expenses, will be used by the Company to fund the purchase of the Acquisition Properties (defined above), to repay certain indebtedness, to purchase additional office and industrial properties and for working capital purposes. The Company granted to the Underwriters a 30-day option to purchase up to 330,000 additional Common Shares to cover over-allotments. On March 17, 1997, the Company issued 175,500 Common Shares pursuant to exercise of the over-allotment option. -3- 4 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. The Financial Statements of the Main Street Properties will be included in an amendment to this Form 8-K by no later than April 30, 1997. (b) Pro Forma Financial Information. Pro Forma financial information will be included in an amendment to this Form 8-K by no later than April 30, 1997. (c) Exhibits. 1.1 Agreement of Sale for 1336 Enterprise Drive, Goshen Corporate Park, E. Goshen Township, Chester County, Pennsylvania, dated February 14, 1997, by and between Brandywine Realty Trust and Hough/Loew Construction, Inc. 1.2 Agreement of Sale, dated as of February 21, 1997, between Radnor-Camco Partnership and Brandywine Realty Trust. -4- 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRANDYWINE REALTY TRUST Date: March 18, 1997 By: /s/ Gerard H. Sweeney --------------------- Title: President and Chief Executive Officer -5- EX-1.1 2 AGREEMENT OF SALE DATED FEBRUARY 14, 1997 1 AGREEMENT OF SALE GOSHEN CORPORATE PARK BETWEEN BRANDYWINE REALTY TRUST AND HOUGH/LOEW CONSTRUCTION, INC. DATED: FEBRUARY 14, 1997 2 AGREEMENT OF SALE 1336 Enterprise Drive Goshen Corporate Park AGREEMENT OF SALE made this 14th day of February, 1997, between BRANDYWINE REALTY TRUST, a Maryland Real Estate Investment Trust, its assignee or nominee, having its principal office at 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 ("Buyer"), and HOUGH/LOEW CONSTRUCTION, INC., having its principal office at 750 Springdale Drive, Exton, PA 19341 ("Seller"). BACKGROUND The Background of this Agreement is as follows: A. Seller is the owner of a certain parcel of land comprising approximately 4.0 acres, together with the building and improvements thereon, including a three (3) story office building containing approximately 38,470 net rentable square feet, commonly known as 1336 Enterprise Drive, Goshen Corporate Park, East Goshen Township, Pennsylvania; and B. Seller desires to sell to Buyer and Buyer desires to purchase from Seller the property referred to in this Agreement, upon the terms and conditions set forth herein. TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and with the preceding Background paragraphs incorporated by reference, the parties hereto, intending to he legally bound hereby, covenant and agrees as follows: 1. PROPERTY BEING SOLD. Seller shall sell, transfer and convey to Buyer on the Closing Date (as hereinafter defined), 1.1 Real Property. Fee simple interest in the approximately 4.0 acre parcel of land, all as more fully described on Exhibit "A", with the building and improvements thereon, including the three (3) story, approximately 38,470 net rentable square foot office building, commonly known as 1336 Enterprise Drive, and having a street address of 1336 Enterprise Drive, Goshen Corporate Park, East Goshen Township, Chester County, Pennsylvania, and all of the easements, licenses, rights of way, privileges, hereditaments, appurtenances, and rights to any land lying in the beds of any street, road or avenue, open or proposed, adjoining thereto, and inuring to the benefit of said land (hereinafter collectively referred to as the "Premises"); and 3 1.2 Personal Property. All equipment, fixtures, machinery and personalty of every description attached to or used in connection with the Premises (and not owned by tenants under leases of the Premises), including, without limitation, those listed on the Schedule of Inventory attached hereto as Exhibit "B", all artwork, renderings, flags, awnings, trade dress, and all assignable intangible personal property owned by the Seller and used in connection with the ownership, operation and maintenance of the land, improvements and other property, including without limitation, all contract rights, guaranties and warranties of any nature, all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, contracts, reports, data or other technical descriptions, reports or audits (including, without limitation, all environmental, structural and mechanical inspection reports), and all marketing materials ("Contract Documents"), all governmental permits, licenses, certificates, and approvals in connection with the ownership of the Premises ("Licenses"), all escrow accounts, deposits, instruments, documents of title, general intangibles, all computers, computer software programs and data and business records pertaining to the Premises, and all of Seller's rights, claims, and causes of action if any, to the extent they are assignable, under any warranties and/or guarantees of manufacturers, contractors or installers, all rights against tenants and others relating to the Premises or the operation or maintenance thereof, including to the extent applicable, any warranties from any previous owners of the Premises (hereinafter collectively referred to as "Personal Property"); and 1.3 Leases. All leases, licenses and other occupancy agreements for any part of the Premises, and all prepaid rent and unapplied security deposits (the "Leases"); and 1.4 Right to Names. Any and all right, title and interest of Seller in and to the name "1336 Enterprise Drive", and the right to all printing styles, trademarks and logos ("Names"). The Premises, Personal Property, Leases and Names are sometimes hereinafter referred to as "Property." 2. PURCHASE PRICE AND MANNER OF PAYMENT. 2.1 Purchase Price. Buyer shall pay the total sum of Three Million Six Hundred Thousand ($3,600,000) Dollars (hereinafter referred to as the "Purchase Price") subject to adjustment, on a per diem basis. 2.2 Manner of Payment. The Purchase Price shall be paid in the following manner: 2.2.1 Deposit. By delivery, upon Seller's execution and delivery of this Agreement, of Buyer's good check in the amount of $25,000, at Buyer's option, either to Commonwealth Land Title Insurance Company or Lawyers Title Corporation (hereinafter referred to as "Escrow Agent" or "Escrowee"). This sum, the sum specified in Section 2.2.2 below, and all other sums paid by Buyer to the Escrow Agent under this Agreement (hereinafter referred to as the "Deposit") shall be held by Escrow Agent in a federally-insured, segregated money market account at an institution to be designated by Buyer until termination or consummation of this Agreement. Interest on the Deposit shall be credited to Buyer at Closing, or paid to the party otherwise entitled to the Deposit in the event of the termination of this Agreement prior to Closing. 2 4 2.2.2 Additional Deposit. By delivery to Escrow Agent, within two (2) business days next following the Inspection Period Expiration Date (as hereinafter defined), of Buyer's good check in the amount of $75,000. 2.2.3 Cash Balance. The balance by delivery to the Seller on the Closing Date, by wire transfer, in the amount of $3,500,000, subject to adjustment as herein provided. 2.3 Allocation. The Purchase Price shall be allocated between realty and personalty in the manner provided on Schedule 2.3 attached hereto. 3. TITLE. On the Closing Date, Seller shall convey to Buyer good and marketable fee simple title to the Premises subject only to those rights of way, easements, covenants restrictions, and objections to title (hereinafter "Permitted Exceptions") listed on Exhibit "C" hereto, unless identified by Buyer as "Title Objections" as hereinafter provided, and subject to the rights of tenants listed on the rent roll attached hereto as Exhibit "D", which title shall be insurable at regular rates by a reputable title insurance company ("Title Company") under an ALTA 1970 Form B (Revised 10/17/70 and 3/30/84) title insurance policy ("Title Policy"), with the endorsements and affirmative insurance specified in Section 12.2.1.10 below. Seller and Buyer consent to use, at Buyer's option, either Commonwealth Land Title Insurance Company or Lawyers Title Corporation, as the Title Company. 4. COVENANTS. In addition to the covenants contained in the other Sections of this Agreement, Seller covenants that it shall: 4.1 Maintenance. At all times prior to the Closing Date, maintain the Property in good condition and repair, reasonable wear and tear alone excepted, operate the Property with first class management practices and leasing standards, and pay in the normal course of business prior to Closing, all sums due for work, materials or service furnished or otherwise incurred in the ownership and operation prior to Closing. 4.2 Alterations. Not make or permit to be made any alterations, improvements or additions to the Property without the prior written consent of Buyer, except those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease. 4.3 Lease. Not enter into any new Lease, nor amend, modify or terminate any existing Lease without Buyer's consent. 4.4 Security Deposits. Not apply any Tenant's security deposit to the discharge of such Tenant's obligations, without Buyer's consent. 4.5 Bill Tenants. Timely bill all Tenants for all rent billable under Leases, and use its best efforts to collect any rent in arrears. 3 5 4.6 Notice to Buyer. Notify Buyer promptly of the occurrence of any of the following: (i) a fire or other casualty causing damage to the Property, or any portion thereof; (ii) receipt of notice of eminent domain proceedings or condemnation of or affecting the Property, or any portion thereof; (iii) receipt of notice from any governmental authority or insurance underwriter relating to the condition, use or occupancy of the Property, or any portion thereof, or any real property adjacent to any of the Property, or setting forth any requirements with respect thereto; (iv) receipt or delivery of any default or termination notice or claim of offset or defense to the payment of rent from any tenant; (v) receipt of any notice of default from the holder of any lien or security interest in or encumbering the Property, or any portion thereof; (vi) a change in the occupancy of the leased portions of the Property; (vii) notice of any actual or threatened litigation against Seller or affecting or relating to the Property, or any portion thereof; (ix) the commencement of any strike, lock-out, boycott or other labor trouble affecting the Property, or any portion thereof; or 4.7 Update Rent Roll. Provide Buyer with monthly updates of the rent roll attached as Exhibit "D", each warranted by Seller to be true, correct and complete, with a final update as of one day prior to the Closing Date, also warranted by Seller to be true, correct and complete. 4.8 Comply with Leases. Perform all obligations of the landlord as required by the Leases or by any order or direction of any governmental authority having jurisdiction thereof, and to the extent required by law or by any of the Leases, maintain all security deposits held under all Leases in a segregated account, with interest thereon as required. 4.9 No New Agreements. Except for agreements which can be terminated on not more than thirty (30) days' notice, not enter into any other agreements which affect the Property or the transactions contemplated by this Agreement, without the prior written consent of Buyer; and not permit the creation of any liability which shall bind Buyer or the Premises after Closing. 4.10 Tax Disputes. Notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to prior tax assessments, without 4 6 Buyer's prior written consent. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. The parties agree that from and after the Inspection Period Expiration Date (as hereinafter defined), Buyer shall have the right to appeal the current tax assessment of each tax parcel comprising the Premises. Buyer shall consult with Seller prior to filing tax appeal documents, and shall afford Seller reasonable advance notice prior to any public hearings or proceedings at which said appeal will be considered. Seller agrees that Buyer may file such appeals in its name or in Seller's name, as may be required, and Seller shall cooperate with Buyer in the prosecution of such appeal; provided, however, that Buyer agrees to pay the reasonable legal fees incurred by Seller, if any, in connection with furnishing such cooperation. 4.11 No Removal of Personalty. Not remove any non-consumable Personal Property from the Premises without replacing it with similar personal property, new and of equal or better quality. 5. REPRESENTATIONS AND WARRANTIES. In order to induce Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer that the following representations and warranties are true now and will be true at Closing: 5.1 Seller's Authority For Binding Agreement. Seller is a duly authorized and validly existing corporation formed under the laws of Pennsylvania. Seller has full power, right and authority to own its properties, to carry on its business as now conducted, and to enter into and fulfill its obligations under this Agreement. Each of the persons executing this Agreement on behalf of Seller is authorized to do so. This Agreement is the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms. The execution and delivery of this Agreement and compliance with its terms will not conflict with or result in the breach of any law, judgement, order, writ, injunction, decree, rule or regulation, or conflict with or result in the breach of any other agreement, document or instrument to which Seller is a party or by which it or the Property is bound or affected. 5.2 Employment on "At-Will" Basis. All persons and entities presently employed in connection with the operation and maintenance of the Premises are employed on an "at will" basis; are dischargeable upon thirty (30) days notice, and, unless otherwise directed by Buyer, shall be terminated by Seller as of Closing. There are no labor disputes pending, nor to the best of Seller's knowledge, contemplated pertaining to the operation or maintenance of the Premises, or any part thereof. Seller is not party to any collective bargaining agreement or labor contract; nor has Seller agreed to recognize any union or collective bargaining unit. Seller has not received any requests from any party for recognition as a representative of employees for collective bargaining purposes; nor has any union or other collective bargaining unit been certified as representing any of Seller's employees. Seller has complied in all respects with all applicable laws relating to the employment of labor, including, without limitation, the Employee Retirement Income Security Act of 1974, as amended 5 7 ("ERISA"), coverage requirements of group health plans, and those relating to wages, hours, collective bargaining, unemployment insurance, workers compensation, equal employment opportunity, age and handicapped discrimination, immigration control and the payment and withholding of taxes. Seller does not have any defined benefit, defined contribution, deferred compensation, profit sharing or retirement or severance arrangements, whether legally binding or not, in which its personnel are eligible to participate; nor is Seller presently paying any pension, deferred compensation or retirement allowance to any person, and Seller has no obligations to continue or to fund such compensation or other arrangements. Seller has no employment agreements, either written or oral, with any person which would require Buyer to employ any person after the date hereof. Seller acknowledges that it is aware that Buyer may, but shall have no obligation to, offer employment to any of the current employees of Seller. Prior to Closing, Seller shall have paid all of its employees all accrued compensation, including, without limitation, vacation, sick pay or other similar benefits accrued through the date of Closing. 5.3 Service Contracts. Exhibit "E" attached hereto is a complete list of all existing service, equipment, supply and maintenance contracts with respect to or affecting the Property (the "Service Contracts"), and each of such Service Contracts is terminable at will without penalty or cancellation fee upon no more than thirty (30) days notice but, unless otherwise directed by Buyer, and except as hereinafter expressly provided, the Service Contracts shall not be terminated by Seller as of Closing. No written notice of default or breach by Seller in the terms of any of such Service Contracts have been received by Seller. Seller has performed, and at Closing shall have performed, all obligations which it has under said Service Contracts. Anything in this Section 5.3 to the contrary notwithstanding, Seller represents and warrants that any and all existing management agreements and exclusive brokerage or leasing agreements shall be terminated as of Closing, Seller having fully paid and discharged any and all obligations accruing thereunder, and Buyer shall assume no liability under or in respect of any such agreements. 5.4 Condemnation. There is no condemnation or eminent domain proceeding pending with regard to any part of the Property, and to the best of Seller's knowledge, no such proceedings are proposed. 5.5 No Lawsuits. There are no claims, lawsuits or proceedings pending, or to the best of the Seller's knowledge, threatened against or relating to the Property, or which could affect them, or either of them, in any court or before any governmental agency, except for actions for possession, damages and or rent, if any, against defaulted tenants as disclosed in Exhibit "D". 5.6 No Tax Assessments. There are no public improvements in the nature of off-site improvements, or otherwise, which have been ordered to be made and/or which have not heretofore been assessed, and, to Seller's knowledge, there are no special or general assessments currently affecting or pending against the Property, except as set forth in the Title Binder. 5.7 Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the 6 8 Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) a description of the documents constituting said tenant's Lease, including all amendments, modifications, and letter agreements; (viii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (ix) any options to renew, extend, purchase, cancel or terminate; (x) any defaults, outstanding notices of defaults of any kind or nature whatsoever, claims of defaults or similar claim under Leases, and (xi) such other information as Buyer or Buyer's investors or lenders may reasonably request. No tenant has advised Seller that Seller is in default under any of the Leases, or asserted any claim or basis for any claim for free or reduced rent or right of setoff against the landlord or the rent under the Leases, and Seller and its agent have no actual knowledge of any default or any event which has taken place which, with the passage of time, or the delivery of notice, or both, could become an event of default. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. No holder of any such collateral assignment has asserted or exercised any of its right to collect such rents. Each of the Leases is in the standard form of lease previously delivered to Buyer, is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) has been completed as of this date or shall be completed as of Closing, and all costs therefore have been or shall be paid by Seller, and all of Seller's work has or shall have been accepted by the Tenant without exception on or before Closing, other than routine punchlist items, which items shall remain the responsibility of Seller following Closing, and which obligation shall expressly survive Closing. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. No tenant or other person has any right or option to acquire the Premises, or any part thereof, or, except as provided in the CFM Technologies, Inc. Lease, to terminate any of the rights currently appurtenant to the Premises, and there are no restrictive covenants in any Leases. No tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenants. 5.8 Compliance with Law. (i) To the best of Seller's knowledge, the Property and the continued operation and use thereof comply with all applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof, no portion of the Property lies within a flood hazard area, flood plain or wetland; and there are no outstanding notices of any violations issued by governmental authority having jurisdiction over the Property. The zoning classification of the Property is "BP-Business Park". Not more than ten (10) days prior to Closing, Seller shall provide Buyer with an estoppel certificate from the zoning code enforcement (or 7 9 other appropriate) officer of East Goshen Township, confirming that no portion of the Property is in violation of any applicable codes, and that the Property is in compliance with applicable zoning restrictions. (ii) To the best of Seller's knowledge, no Hazardous Substances (defined below) and no Hazardous Wastes (defined below) are present on the Property including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, polychlorinated bypheryls ("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and there has been no use of the Property that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Property and/or impose, at any time, upon the owner of the Premises any clean-up or other monetary obligation. Seller has not been identified in any litigation, administrative proceeding or investigation as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances, Hazardous Wastes or other environmental pollutants or contaminants, and no lien or superlien has been recorded, filed or otherwise asserted against any real or personal property of Seller for any clean-up costs or other responses costs incurred in connection with any environmental contamination that is attributable, in whole or in part, to Seller. Seller hereby indemnifies and holds Buyer harmless of, from and against any and all liability, loss or damage suffered or incurred as a result of a claim, demand, cost or judgment in favor of a third party, including, without limitation, any governmental authority, arising from the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in or on the Premises of Hazardous Substances or Wastes during Seller's period of ownership. For purposes of this Agreement, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Comprehensive Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any other hazardous substances as that term may be further defined in any and all applicable federal, state and local laws; and "Hazardous Wastes" means any hazardous waste, residential or household waste, solid waste, or other waste as defined in applicable federal, state and local laws. Seller has not received any summons, citation, directive, letter or other communication, written or oral, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on Seller's part which (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or (b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes. To the best of Seller's knowledge, neither the Premises nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App. B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. Seller has conducted a complete and thorough inspection and test of the underground storage tanks located on the Premises, if any, and Seller has confirmed that the results thereof show compliance with all requirements of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sections 6901 et seq. and all other applicable federal, state and local laws, and Seller has taken all other necessary and appropriate action to comply fully therewith. 8 10 5.9 Insurance. Exhibit "F" attached hereto contains a true and correct description of all insurance policies affecting the Property and the operation thereof. All of said insurance policies shall remain in full force and effect until the completion of Closing hereunder. Seller has not received any written notice from any insurance company board of fire underwriters or rating organization (or other body exercising similar functions) (i) claiming any defects or deficiencies which have not been addressed and fully cured or corrected, or (ii) requesting the performance of any repairs, alterations or other work which have not been performed, or (iii) claiming any default which, if not corrected, would result in a cancellation of insurance coverage. 5.10 Current Use Unrestricted. To the best of Seller's knowledge, the current use of the Premises as a three (3) story building with accessory off-street parking and is free from any restrictions which restrict or prevent the continued use of the Premises as such. 5.11 No Brokers. As of Closing, no brokerage or leasing commission or other compensation will be due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases, or any extensions or renewals thereof. 5.12 Utilities. All adequate utilities, useable public sanitary and storm sewers, public water facilities, electric facilities and, if any, gas facilities (collectively, the "Utilities"), are installed in, and are duly connected to, the Premises, and can be used without charge except the normal and usual metered utility charges and water and sewer charges. All Utilities required for the operation of the Property either enter the Property through adjoining public streets or, if they pass through adjoining public land, do so in accordance with valid public easements or private easements which will inure to the benefit of Buyer at no cost to the owner of the Property. All of said Utilities are installed and operating and all installation, connection and "tap-in" charges have been paid for in full. 5.13 Permits, Approvals and Certificates. To the best of Seller's knowledge, all required certificates of occupancy for the Property and for separately demised spaces at the Property, and all other licenses, permits, authorizations and approvals necessary for the operation of the Property, have been validly issued and are in good standing and shall remain so upon consummation of Closing. All charges and fees for such have been paid in full. 5.14 Good Title to Property. Seller holds good and marketable, indefeasible fee simple title to the Property, free and clear of liens and encumbrances, other than the lien of security interests securing any existing mortgage loans which shall be paid and discharged at or before Closing, and the Permitted Encumbrances. 5.15 All Taxes and Assessments Paid. Seller will have paid prior to Closing, all taxes and assessments, including assessments payable in installments, which are to become due and payable and/or a lien on the Property, except for taxes for the current year which shall be prorated at Closing. 5.16 FIRPTA. Seller is not a "foreign person" as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1954, as amended (the "Code"). 9 11 5.17 Operating Statement. To the best of Seller's knowledge, Exhibit "G" is a correct and complete list of all (a) real estate taxes, insurance and water and sewer rents applicable to the Property (the tenant, CFM Technologies, Inc. paying for heat, electric, gas, fuel oil and trash collection directly to the service provider), and maintenance and repairs performed by Seller for the three years immediately preceding the date of this Agreement (CFM performing certain maintenance and repairs pursuant to the terms of its lease); and (b) actual income collected from rents and other charges paid by tenants (but specifically excluding interest in reserves, tenant security deposits held as such, and interest thereon) for the three (3) years immediately preceding this Agreement. 5.18 Mechanic's Liens. No work has been performed or is in progress at, and no materials have been furnished to the Property which, though not presently the subject of, might give rise to construction, mechanic's, materialmen's, or other liens against the Property or any portion thereof, except that for which full and complete releases have been obtained. If any lien for any such work is filed before or after Closing, Seller shall promptly discharge the same. 5.19 Inventory Schedule. The Schedule of Inventory contains a correct and complete list of personal property owned by Seller and located at or used in connection with the operation of the Property. 5.20 Charges, Fees and Assessments. Any and all applicable charges, fees and assessments (including condominium fees, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property or any portion thereof may be subject, have been paid, and no special assessments thereunder are pending, and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such documentation. 5.21 Rights to Purchase. There are no outstanding agreements, options, rights of first refusal, conditional sales agreements or other agreements or arrangements, whether oral or written, regarding the purchase and sale of the Property, or which otherwise affect any portion of or all the Property. 5.22 No Outstanding Obligations. All debts, liabilities, and obligations of Seller arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts payable and the like, have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date. No debts, liabilities, claims, or obligations (whether known or unknown, accrued, absolute, contingent, or otherwise) shall be outstanding as of the Closing Date. 5.23 Access. All curb cut and street opening permits or licenses required for vehicular access to and from the Property to any adjoining public street have been obtained and paid for by Seller and shall be in full force and effect at the Closing. 5.24 Rollback Rates. The Property is not subject to any roll-back or agricultural taxation or other tax abatement program. Any roll-back taxes payable in connection with Seller's development of the Property have been paid in full. 10 12 5.25 Development Agreements. Seller is in compliance with and has fully paid and discharged all obligations arising under any and all development, tri-party and like agreements, and any and all other agreements with county, municipal and other governmental and quasi-governmental agencies and authorities respecting the ownership, development and operation of the Property and all portions thereof. 5.26 Correct Copies of Documents. Where copies of any documents have been delivered by Seller to Buyer, whether prior to or pursuant to this Agreement, such copies: (i) are exact copies of the originals of said documents, as executed and delivered by all of the parties thereto; (ii) to the best of Seller's knowledge, constitute, in each case, the entire agreement between the parties thereto with respect to the subject matter thereof, and the original instruments in the form delivered to Buyer, are now in full force and effect, and valid and enforceable in accordance with their respective terms, and no party thereto is in default, and no claim of default by any party has been made or is now pending and there does not now exist any default which, after either the giving of notice or the passing of time, or both, will or may constitute a default, or would excuse performance by any party thereto; and (iii) have not been changed or amended except for amendments, if any, specifically referred to therein. 6. POSSESSION. Possession of the Premises is to be given to Buyer, subject to the right of tenants under the Leases on the Closing Date, by delivery of the Deed, and all keys, combinations and security codes at Closing. 7. BUYER'S REVIEW AND APPROVAL OF TITLE AND SURVEY. 7.1 Title Binder. Within fifteen (15) business days after Buyer's receipt of a fully executed copy of this Agreement from Seller, Buyer shall secure a current title commitment (the "Title Binder") from the Title Company, and shall have until the Review Period Expiration Date (as hereinafter defined) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (hereinafter defined), and to approve or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in a notice given to Seller (the "Disapproval Notice") identifying the condition of title to the Property or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (the "Title Objections"). Subject to the provisions of the succeeding portion of this Section 7.1, Seller shall have until the date which is ten (10) days after the date of the Disapproval Notice (the "Title Cure Expiration Date") in which to cure or eliminate all items which Buyer disapproves in the Disapproval Notice, and to furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in interest to cure or eliminate the same at or prior to the Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the immediately preceding sentence, Buyer, nevertheless, may elect (at or prior to the Closing) to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove any Title Objection(s) of a fixed or ascertainable amount, and Seller shall remain liable (which liability shall survive the Closing) for the cost of removing any such Title Objection in excess of the credit granted against the cash portion of the Purchase Price, 11 13 and Seller shall reimburse Buyer for any and all costs, claims, damages, obligations, liabilities and expenses (including, without limitation, reasonable legal fees and expenses) incurred by Buyer with respect to the Title Objection(s). If Buyer shall not so elect, Buyer may terminate this Agreement by notice in writing to Seller, whereupon the Deposit shall be immediately refunded to Buyer, and this Agreement shall be null and void, and the parties hereto shall be relieved of all further obligations and liability under this Agreement. 7.2 Survey. Promptly upon the receipt of a fully executed copy of this Agreement from Seller, Buyer shall, at Buyer's sole expense, order a current survey of Property (the "Survey"), prepared by a duly licensed land surveyor acceptable to Buyer. The Survey shall, at Buyer's election, show the location on the Property of all buildings and improvements, building and set-back lines, easements, rights-of-way, encroachments, elevations between public roads providing access to the Property, and the boundary of the Property, and other such matters affecting the Property whether physically apparent from the ground, of record in public offices, or otherwise, and shall contain a legal description of the boundaries of the Premises by metes and bounds which shall include a reference to the recorded plat, if any. The surveyor shall certify to Buyer and to the Title Company and to any lender making a loan to Buyer secured by the Property that the Survey is correct and was made on the ground; and that there are no visible discrepancies, conflicts, encroachments, overlapping of improvements, violations of set-back lines, easements, rights-of-way or other such matters affecting the Property except as are shown on the Survey, and that the Survey conforms to all ACTA/ACSM and Pennsylvania Land Title Association standards and requirements for a Class A Survey. Any and all recorded matters shown on said Survey shall be legibly identified by appropriate volume and page recording references with dates of recording noted. Buyer shall have until the Review Period Expiration Date to approve or disapprove the material contained thereon. If Buyer shall disapprove such Survey, such disapproval shall be set forth in a Disapproval Notice as hereinabove provided in Section 7.1, and the provisions of Section 7.1 with respect to Disapproval Notices shall apply. 7.3 Physical and Financial Inspection. For a period (the "Inspection Period") commencing on the second (2nd) business day next following the date upon which Buyer shall receive from Seller a fully-executed counterpart of this Agreement, and expiring thirty (30) days thereafter (such date is herein referred to as the "Inspection Period Expiration Date"), Buyer shall have the right to have performed a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto, and Seller shall cooperate with Buyer and shall furnish to Buyer such information, materials and documents as Buyer may reasonably request and shall have its accountant available throughout such period to assist in Buyer's inspection and review. The inspection, audit and measurement of the Property's operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer deems appropriate. In the event Seller shall fail to deliver or make available any item or information material to Buyer's review of the Property and required to be delivered or made available pursuant to the terms of this Section within five (5) business days next following the date upon which Buyer shall receive from Seller a fully-executed counterpart of this Agreement, then at Buyer's election, the Inspection Period Expiration Date (and the Closing Date) shall be extended by one day for each day that the delivery or availability of such item is delayed. If Buyer, at Buyer's sole and absolute discretion, shall find such inspection(s) to be unsatisfactory for any reason whatsoever, Buyer shall have the right, at its option, to terminate this 12 14 Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Deposit shall be immediately refunded to the Buyer, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement. Buyer agrees that it shall not unreasonably interfere with tenants in performing its inspection. In connection with such inspection, and without limiting the generality of Seller's obligations hereunder, Seller agrees to deliver to Buyer, within five (5) days: 7.3.1 Leases. All Leases for the Property as of the date hereof, certified by Seller to be true, complete and correct, and full and complete lease abstracts respecting each Lease, in form and substance reasonably satisfactory to Buyer; 7.3.2 Contracts, Licenses, Permits. Copies of the Contract Documents, the Licenses, all building permits, certificates of occupancy, insurance policies applicable to the Property and any other documents evidencing rights described in Section 1.2 hereof; 7.3.3 Utility Costs. Any records in Seller's possession regarding utility costs for the period the Property has been owned by Seller; 7.3.4 Inventory. Invoices, bills of sale, and other evidence supporting the Schedule of Inventory; 7.3.5 Three Years' Maintenance Expenses. Information concerning maintenance costs of the Property for the past three years, or lesser period, if owned less than three years by the Seller; 7.3.6 Three Years' Tax Bills. A copy of tax bills (i) for the current year, and (ii) if available, for the preceding two years; 7.3.7 Three Years' Operating Statements. Statements of operation of the Property for the past three years, or lesser period, if owned less than three years by Seller, and like statements for the balance of such three year period during which operations were by a prior owner, if available, and if not available, any statements as were received from such prior owner, and such other and further information as Buyer shall reasonably require in order to obtain a certified audit of the operation of the Property prepared in accordance with generally accepted accounting principles consistently applied, by an independent certified public accounting firm selected by Buyer; 7.3.8 Schedule of Violations. A schedule setting forth all violations of any law, ordinance, regulation, rule or requirement of any governmental body having jurisdiction, whether existing or prospective, of which Seller has received written notice, issued or noted by any governmental body during the past three years, and copies of any notices, terminations or correspondence relating thereto; 7.3.9 Schedule of Notices. A schedule of any written demands, requests, requirements or recommendations regarding the operation, maintenance, repair or replacement of the Property or any portion thereof, of which Seller has received notice during the past three years, from 13 15 the holder of any mortgage or deed of trust or any insurance company or any board of fire underwriters or real estate associations or like body, and copies of all correspondence relating thereto; 7.3.10 Schedule of Replacements and Repairs. All documentation in Seller's possession regarding replacements and repairs to the Property; 7.3.11 Zoning, Site Plan, Subdivision Plan or Plat. All conditional and permanent zoning, site plan, subdivision, building, housing, safety, fire and health approvals, including, without limitation, the local governmental applications, resolutions and approvals supporting the same; 7.3.12 Intentionally Omitted. 7.3.13 Takings or Changes. Copies of all written notices to Seller of proposed or threatened takings or changes with respect to the Property or major access roads within a reasonable radius which would affect the access to the Property, or any portion thereof, by prospective occupants; 7.3.14 Tax Assessments, Appeals and Increases. Copies of all written notices to Seller of all filed, proposed or threatened tax assessment appeals or tax assessment increases related to the Premises; 7.3.15 Litigation. Copies of all pending and written notices to Seller of threatened litigation, including litigation involving tenants, affecting the Property or this transaction; 7.3.16 Insurance Policies. Copies of all insurance policies of Seller related to the Property; 7.3.17 Schedule of Employees. A schedule of all current employees of the Property, setting forth the name, residence, salary, hourly wages, benefit package, bonuses, vacation and sick pay and other prerequisites of their employment. 7.4 Seller's Failure to Deliver. If Seller shall have failed to deliver to Buyer all documents required to be delivered under Section 7.3 within five (5) business days next following Buyer's receipt of a fully executed counterpart of this Agreement from Seller, Buyer may, at its option, at any time on or after such date, but not later than ten (10) days next following such outside date for Seller's deliveries, give Seller a five (5) day written notice specifying such default, and if Seller fails to cure such default within such five (5) day period, Buyer may terminate this Agreement, receive the return of the Deposit and pursue any other remedy available to it pursuant to the provisions hereof. 7.5 Buyer's Indemnification for Inspection. Buyer shall cause all operations performed during the Inspection Period to be conducted so as not to interfere with the operations of tenants thereon. If the transaction contemplated by this Agreement does not close for any reason 14 16 (other than Seller's breach or default hereunder), Buyer shall, at Buyer's expense, to the extent practicable, restore the Property to its condition prior to Buyer's entry. Buyer agrees to indemnify and save harmless Seller, its directors, officers, employees and agents, against all loss, cost, expense, damage, claim and liability which may be imposed upon or incurred by Seller arising directly from or out of any act of Buyer or any of its contractors occurring on the Property during Buyer's inspection of same as provided in this Section 7. If any claim, action or proceeding shall be made or commenced, as the case may be, against Seller as to which the indemnification provided for in this Section may be applicable, Seller shall give Buyer prompt notice thereof and shall afford Buyer the opportunity, at Buyer's sole cost and expense, to resist or defend against such claim, action or proceeding by counsel selected by Buyer, provided that Buyer shall within thirty (30) days of notice of any such claim, action or proceeding, notify Seller of its election so to resist and defend, and Seller shall not settle the same without Buyer's consent. 8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of Buyer and Seller set forth herein shall survive Closing and delivery of the deed for a period of twelve (12) months. 9. FIRE OR OTHER CASUALTY. 9.1 Maintain Insurance. Seller shall maintain in effect until the Closing Date the insurance policies (or like policies) now in effect with respect to the Premises and Personal Property as set forth in Exhibit "F". 9.2 Minimal Damage. If prior to the Closing Date any portion of the Property is damaged or destroyed by fire or other casualty, and the cost of repair or restoration thereof shall be $50,000 or less (as established by good faith estimates obtained by Buyer), this Agreement shall remain in force. 9.3 Substantial Damage. If prior to the Closing Date any portion of the Property is damaged or destroyed by fire or other casualty, and the cost of repair or restoration thereof shall be more than $50,000 (as established by good faith estimates obtained by Buyer), Buyer may within ten (10) days after receipt of notice ("Damage Notice") of said damage or destruction, terminate this Agreement by giving written notice thereof to Seller ("Buyer's Notice of Election"), and if this Agreement is so terminated, then the Deposit shall be immediately refunded to Buyer, and thereafter neither party shall have any further liability hereunder thereafter. If Buyer does not so terminate this Agreement, it shall remain in full force and effect, and the provisions of Section 9.4 below shall apply. 9.4 Closing After Substantial Damage. So long as this Agreement shall remain in force under Section 9.2 or 9.3, then all proceeds of insurance collected prior to Closing, plus the amount of deductible under Seller's insurance policy, shall be adjusted subject to Buyer's approval and participation in any adjustment, and shall be credited to Buyer against the Purchase Price payable by Buyer at Closing, and all unpaid claims and rights in connection with losses shall be assigned to Buyer at Closing. 15 17 9.5 Rent Insurance. All rental loss insurance and the proceeds thereof allocable to any period subsequent to Closing shall be paid or assigned to Buyer at Closing. 10. CONDEMNATION. If, prior to the Closing Date, all or any portion of the Premises is taken by eminent domain or a notice of any eminent domain proceedings with respect to the Premises or any part thereof is received by the Seller, then Seller shall within five (5) days thereafter give notice thereof to Buyer and Buyer shall have the option to (a) complete the purchase hereunder or (b) if such taking, in Buyer's sole and absolute discretion, adversely affects the Premises or its current economic viability, terminate this Agreement, in which event the Deposit shall be immediately refunded to Buyer, and this Agreement shall be null and void. Buyer shall deliver written notice of its election to the Seller within ten (10) days after the date upon which the Buyer receives written notice of such eminent domain proceedings. If notice of condemnation is received by Buyer and it fails to deliver said written notice of its election within said time period, such failure shall constitute a waiver by Buyer of its right to terminate this Agreement. If this Agreement is not so terminated, Buyer shall be entitled to all awards or damages by reason of any exercise of the power of eminent domain or condemnation with respect to or for the taking of the Premises or any portion thereof, and until such time as closing has occurred, or this Agreement terminates. Any negotiation for, or agreement to, and all contests of any offers and awards relating to eminent domain proceedings shall be conducted with the joint approval and consent of the Seller and the Buyer. 11. Expense Allocations. 11.1 Seller shall pay for one-half of all applicable realty transfer taxes related to the execution, delivery and recording of the Deed. 11.2 Buyer shall pay for one-half of all applicable realty transfer taxes, for Buyer's title examination, and survey (if obtained), for all recording charges (other than charges related to existing mortgage financing, if any, which shall be discharged at Closing at Seller's expense), and for Buyer's title examination and premiums. 11.3 Buyer and Seller shall be responsible for paying their own attorney's fees in connection with this transaction. 12. CLOSING. 12.1 Time and Date and Place. The Closing on the sale of the Property (herein referred to as the "Closing") shall take place at a time specified by Buyer in writing to Seller at least ten (10) days prior to the specified Closing Date, but in any event no later than thirty (30) days next following the Inspection Period Expiration Date, at the offices of Pepper, Hamilton & Scheetz, 3000 Two Logan Square, Eighteenth & Arch Streets, Philadelphia, PA, commencing at 10:00 a.m. 12.2 Documents. At Closing, the parties indicated shall simultaneously execute and deliver the following: 16 18 12.2.1 Seller's Documents and Other Items. Seller shall execute and deliver or cause to be executed and delivered to Buyer in proper form for recording: 12.2.1.1 Deed. A special warranty deed prepared by Buyer's counsel in form acceptable to Seller (the "Deed"), conveying the Premises to Buyer, duly executed by Seller for recording. The Deed description shall be based upon the metes and bounds description attached as Exhibit "A", unless Buyer requests that Seller convey the Premises by the metes and bounds description shown on the new survey, if any, obtained by Buyer, in which event the Premises shall be so conveyed. 12.2.1.2 Bill of Sale. A bill of sale prepared by Buyer's counsel in form acceptable to Seller, assigning, conveying and transferring to Buyer, all of the Personal Property. 12.2.1.3 Original Leases. All original Leases, tenant files, tenant correspondence and repair records. 12.2.1.4 Original Licenses, Contract Documents and Other Personal Property. All original Licenses, Contract Documents, and other Personal Property described in Section 1.2 of this Agreement. 12.2.1.5 Assignment of Leases. An assignment and assumption agreement with reciprocal indemnities, prepared by Buyer's counsel in form acceptable to Seller (the "Assignment"), duly executed by Seller and Buyer, assigning, conveying and transferring to Buyer the Leases. 12.2.1.6 Assignment of Licenses, Contract Documents and Other Personal Property. An assignment agreement prepared by Buyer's counsel, in form acceptable to Seller, assigning, conveying and transferring to Buyer the Licenses, Contracts Documents and Other Personal Property, including, specifically, the Names. 12.2.1.7 FIRPTA Certificates. All certificate(s) required under Section 1445 of the Code. 12.2.1.8 Tenant Letter. Letters to each tenant advising of the change in ownership and directing the payment of rent to such party as the Buyer shall designate, said letter to be in form acceptable to Buyer. 12.2.1.9 Estoppel Certificate from East Goshen Township. All certificate(s) required by Section 5.8 hereof, and any other certificates required by East Goshen Township, Chester County, or the Commonwealth of Pennsylvania as a condition of the conveyance of the Premises or the recording of the Deed. 12.2.1.10 Title Insurance Certificates. Such affidavits of title or other certifications as shall be required by the Title Company to insure Buyer's title to the Premises as set 17 19 forth in Section 3, and to provide affirmative endorsements (a) against mechanic's liens, (b) insuring against any violation of existing covenants, conditions or restrictions, and insuring that future violation will not result in forfeiture of title, and (c) providing affirmative insurance with respect to such other matters as Buyer or its lender shall reasonably specify. 12.2.1.11 Updated Rent Roll. An updated schedule of Tenant Leases, containing all information required to be set forth in Exhibit "D", which schedule is correct and complete as of the date of closing. 12.2.1.12 Seller Certificate. A written certification confirming that as of Closing no representation or warranty of Seller contained in this Agreement, nor any document or certificate delivered to Buyer pursuant to this Agreement or in connection with the transaction contemplated hereby, contains any untrue statement of a material fact or knowingly omits to state a material fact necessary to make any representation or warranty contained herein misleading. 12.2.1.13 Organization Certifications. Confirmation of the good standing and existence of Seller and the due authority of those executing for them, including, without limitation, the following documents issued no earlier than 30 days prior to Closing: (a) good standing certificate in state of organization and in the State in which the Premises are located, (b) articles of incorporation, partnership agreement or other formation instrument certified by the secretary of state of the state of incorporation, (c) a certificate from the secretary of the corporation or managing general partner of the partnership confirming the incumbency of the signatories and the current force and effect of the resolution authorizing their execution of the documents required under this Agreement. 12.2.1.14 Keys. All keys, combinations and security codes for all locks and security devices on the Property; 12.2.1.15 Tax Bills. Current tax bills and., if available, tax bills for each of the years of Seller's ownership of the Property; 12.2.1.16 Tax Reduction Rights. An instrument assigning to Buyer any claims for the reduction of real or personal property taxes assessed against any portion of the Property for the fiscal year in which the Closing takes place; any refund for such year shall be prorated when received; 12.2.1.17 Tenant Estoppel - An Estoppel Certificate in the form attached hereto as Exhibit "H" dated within ten (10) days of the Closing Date, from CFM Technologies, Inc., and if required by Buyer, a Subordination, Non-Disturbance and Attornment Agreement from said tenant in the form attached hereto as Exhibit "I". 12.2.1.18 Association Estoppel. An Estoppel Certificate from the Goshen Corporate Park Owner's Council or Association (as applicable) in form satisfactory to Buyer affirming Seller's good standing as a member of such organization and confirming, generally, Seller's representations in Section 5.20 hereof. 18 20 12.2.2 Buyer's Documents. Buyer shall deliver or cause to be delivered to Seller: 12.2.2.1 The amounts required to be paid to Seller pursuant to this Agreement; 12.2.2.2 Confirmation of the existence and subsistence of Buyer, and the authority of those executing for Buyer, including, without limitation, the following documents issued no earlier than thirty (30) days prior to Closing: (a) good standing certificate in State of Maryland, (b) Buyer's Amendment and Restatement of Declaration of Trust filed on August 27, 1996, as amended, (c) a certificate from any officer of Buyer confirming the incumbency of the signatories and the current force and effect of the resolution authorizing their execution of the documents required under this Agreement. 12.2.3 Title Insurance. As a condition to Buyer's obligations at Closing, Title Company shall furnish Buyer at Closing with the Title Policy, in the form approved by Buyer pursuant to Section 3, in the full amount of the Purchase Price, wherein the Title Company shall insure fee simple title to the Property in Buyer or its designee as of the Closing Date containing no exceptions to title other than those which have been approved by Buyer in writing pursuant to Section 3 hereof and providing the title endorsements specified in Section 12.2.1.10 above. 12.2.4 Necessary Documents. Buyer and Seller shall execute and deliver such other documents and instruments as may be reasonably necessary to complete the transaction contemplated by this Agreement. 13. DEFAULT; REMEDIES 13.1 In the event that any of Seller's representations, warranties or covenants contained in this Agreement are untrue or if Seller shall have failed to have performed any of the covenants and/or agreements contained in this Agreement which are to be performed by Seller, on or before the date set forth in this Agreement for the performance thereof, or if any of the conditions precedent to Buyer's obligation to consummate the transaction contemplated by this Agreement shall have failed to occur, Buyer may, at its option, rescind this Agreement by giving written notice of such rescission to Seller and Seller shall immediately thereafter return the Deposit, and thereupon, subject to the provisions of Section 13.3 below, the parties shall have no further liability to each other hereunder. In the alternative, but without limiting Buyer's right upon any default by Seller hereunder to receive the prompt return of the Deposit, Buyer may seek to enforce specific performance of this Agreement. 13.2 Buyer recognizes that the Property will be removed by Seller from the market during the existence of this Agreement and that if this purchase and sale is not consummated because of Buyer's default Seller shall be entitled to compensation for such detriment. Seller and Buyer acknowledge that it is extremely difficult and impracticable ascertain the extent of the detriment, and to avoid this problem, Seller and Buyer agree that if the purchase and sale contemplated in this Agreement is not consummated because of Buyer's default under this Agreement, Seller shall be 19 21 entitled to retain the Deposit as liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of any other relief to which Seller might otherwise be entitled, Seller hereby specifically waiving any and all rights which it may have to damages or specific performance as a result of Buyer's default under this Agreement. 13.3 Buyer's Out-of-Pocket Costs. In the event of Seller's breach or default hereunder which results in Buyer's termination of this Agreement, or in the event that Seller shall fail to perform any term, covenant or agreement, or satisfy any condition herein stipulated (including, without limitation, Seller's failure to deliver the quality of title to the Property as is approved by Buyer following its review of title pursuant to Section 7.1 above), then, in any such event, upon termination by Buyer hereunder, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer's actual, documented out-of-pocket costs and expenses associated with this Agreement and Buyer's anticipated acquisition of the Property including, without limitation, Buyer's reasonable counsel fees and costs (but exclusive of fees and costs associated with the negotiation of this Agreement), title expenses, survey costs, and other costs and expenses associated with Buyer's due diligence, including, without limitation, legal, financial and accounting due diligence, Buyer's structural inspection of the Property and Buyer's environmental assessment of the Property (collectively, "Transaction Costs"). The foregoing list is not intended to be exclusive, but representative of the costs and expenses that the parties anticipate that Buyer will incur in anticipation of this transaction. Seller's maximum reimbursement liability under this Section 13.3 shall not exceed $15,000. 14. CONDITIONS PRECEDENT TO CLOSING. The obligations of Buyer hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by Buyer at or prior to the Closing) and in the event any of the conditions are not complied with, Buyer may terminate this Agreement by notifying the Seller and Escrow Agent and thereupon shall be returned the Deposit and thereafter this Agreement shall be null and void: 14.1 Correctness of Warranties and Representations. The warranties and representations made by Seller in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date (except for changes in the Leases permitted under the terms of this Agreement). 14.2 Compliance with Terms and Conditions. Seller shall have performed and complied with all of the terms and conditions required by this Agreement to be performed and complied with by it prior to or on the Closing Date. 14.3 Buyer's Satisfaction with Inspection. Buyer shall have notified Seller of Buyer's satisfaction with the title review performed under Section 7 of this Agreement, or shall fail to notify Seller on or before the Title Review Expiration Date, of Buyer's dissatisfaction with the results of such review. 20 22 14.4 Trustee Approval. This Agreement and the transactions contemplated hereby shall have received formal approval of Buyer's Board of Trustees at a meeting duly called to consider same prior to the Inspection Period Expiration Date. 15. PRORATIONS. 15.1 Operating Expenses. The following items shall be prorated at Closing, as of close of business of the day immediately preceding Closing "Adjustment Date": 15.1.1 Rents. All rent, additional rent, percentage rent (if any) and all other charges collected under the Leases shall be apportioned on the Closing Date pro rata on a per diem basis. If any tenant is in arrears in the payment of rent or additional rent on the Closing Date, rents received from such tenant ninety (90) days after the Closing Date shall be applied in the following order of priority: (a) to the Buyer, so long as such tenant is in arrears for current or prior rent arising after Closing, then (b) to Seller for all rent in arrears prior to the Closing Date; and then (c) to Buyer with no further claim by Seller thereto. Except as herein provided, Buyer is not under any obligation to collect rents in arrears for the benefit of Seller. Any rents which are delinquent or otherwise not paid at the time of Closing, and collected by Buyer within ninety (90) days after Closing shall be apportioned as aforesaid and the portion to which Seller is entitled shall be promptly remitted by Buyer to Seller. 15.1.2 Taxes. Real estate and personal property taxes, if any, on the basis of the fiscal year for which assessed. If the Closing shall occur before the tax rate or assessment is fixed, the apportionment of such real estate and personal property taxes at the Closing shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. Final adjustment will be made upon the actual tax amount, when determined. 15.1.3 Deposits. Tax and utility company deposits, if any. 15.1.4 Water and Sewer Charges. Water and sewer charges and fire protection and inspection services based upon meter readings to be obtained by Seller effective as of the Adjustment Date, or if not so obtainable, a date not more than ten (10) days prior to the Adjustment Date, and the unfixed meter charges based thereon for the intervening period shall be apportioned on the basis of such last reading. Upon the taking of a subsequent actual reading, such apportionment shall be readjusted and Seller or Buyer, as the case may be, will promptly deliver to the other the amount determined to be so due upon such readjustment. If Seller is unable to furnish such prior reading, any reading subsequent to the Closing will be apportioned on a per diem basis from the date of such reading immediately prior thereto and Seller shall pay the proportionate charges due up to the date of Closing. 15.1.5 Assigned Contracts. Amounts paid or payable in respect of any service and maintenance contracts assigned to Buyer in accordance herewith. 21 23 15.1.6 Electricity, gas, steam and fuel. Electricity, gas and steam and fuel oil, if any, based on meter readings or a fuel company letter showing measurement on the day immediately preceding Closing, and valued at current prices. 15.1.7 Security Deposits. Buyer shall receive a check from Seller for the full amount of any security deposits, with accrued interest, or a credit against the Purchase Price in said amount. 15.2 Custom and Practice. Except as set forth in this Agreement, the customs of the State and County in which the Premises are located shall govern prorations. 15.3 Future Installments of Taxes. If at Closing, the Property or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in installments, then for purposes of this Agreement, all unpaid installments of any such assessment, including those which are to become due and payable and to be liens upon the Property shall be paid and discharged by Seller at Closing. 15.4 Application of Prorations. If such prorations result in a payment due Buyer, the cash payable at Closing shall be reduced by such sum. If such prorations result in a payment due Seller, the same shall be paid by uncertified check at Closing. 15.5 Schedule of Prorations. The parties shall endeavor to jointly prepare a schedule of prorations for the Property no less than five (5) days prior to Closing. 15.6 Escalations. At least five (5) days prior to Closing, Seller shall deliver to Buyer a reasonably detailed statement setting forth, as of the date of Closing (a) the sums collected from tenants under Leases on account of or in reimbursement of landlord's operating expenses and/or any other payments made by tenants to landlord on account of sums which are attributable to expenses paid or incurred by the landlord ("escalation payments") for the current fiscal year under each such Lease (whether a lease year or calendar or other year); and (b) the amounts paid or incurred by Seller during the appropriate fiscal year as aforesaid which Seller expects will be paid or reimbursed by escalation payments made by tenants. If Seller shall have collected escalation payments for periods prior to Closing, whether pursuant to estimates which were in excess of the amounts actually required to be paid, or otherwise, there shall be an adjustment and credit to Buyer at Closing for such excess. If the charges were not billed or have not been collected as of the date of Closing, then, when the amount of such escalation payments is determined and collected by Buyer from tenants, Buyer will, upon collection, remit to Seller the portion thereof to which Seller is entitled to the date of Closing. Buyer shall have the right, in good faith, to settle or adjust any amount of such escalation payments due from any tenant without Seller's prior consent, provided that such settlement or adjustment applies ratably to all amounts of escalation payments due from such tenant. 15.7 Readjustments. The parties shall correct any errors in prorations as soon after the Closing as amounts are finally determined. 22 24 15.8 Indemnification for Seller's Tax Obligations. Seller shall indemnify, defend and save and hold harmless Buyer from any loss, cost, liability or expense (including, without limitation, reasonable counsel fees and court costs) incurred, paid or suffered by Buyer arising out of or by reason of any claim made by the Pennsylvania Department of Revenue or by any other state taxing or employment authorities asserting or indicating any claims or possible claims for unpaid taxes, penalties, interest or court costs related thereto of Seller or any related party, due the Commonwealth of Pennsylvania or its political subdivisions. The provisions of this Section 15.8 shall specifically survive Closing hereunder. 16. BROKERS. Each party hereby represents and warrants to the other that it has not employed or retained any broker or finder in connection with the transactions contemplated by this Agreement other than Oakmont Realty Corp., to whom Seller alone shall be responsible to pay any fee or commission that may be due, and that neither has had any dealings with any other person or party which may entitle that person or party to a fee or commission. Each party shall indemnify the other of and from any claims for commissions by any person or party claiming such commission by or through the indemnifying party, other than Oakmont Realty Corp., as to whom Seller alone shall be responsible. 17. ESCROW AGENT. The parties hereto have requested that the Deposit be held in escrow by the Escrow Agent to be applied at the Closing or prior thereto in accordance with this Agreement. The Escrow Agent will deliver the Deposit to Seller or to Buyer, as the case may be under the following conditions: 17.1 Payment to Seller. To Seller on the Closing Date upon the consummation of Closing; 17.2 Notice of Dispute. If either Seller or Buyer believes that it is entitled to the Deposit or any part thereof, it shall make written demand therefor upon the Escrow Agent. The Escrow Agent shall promptly mail a copy thereof to the other party in the manner specified in Section 18.1 below. The other party shall have the right to object to the delivery of the Deposit, by filing written notice of such objections with the Escrow Agent at any time within ten (10) days after the mailing of such copy to it in the manner specified in Section 18.1 below, but not thereafter. Such notice shall set forth the basis for objection to the delivery of the Deposit. Upon receipt of such notice, the Escrow Agent shall promptly deliver a copy thereof to the party who filed the written demand. 17.3 Escrow Subject to Dispute. In the event the Escrow Agent shall have received the notice of objection provided for in 17.2 above of this Section , in the manner and within the time therein prescribed, the Escrow Agent shall continue to hold the Deposit until (i) the Escrow Agent receives written notice from both Seller and Buyer directing the disbursement of the Deposit in which case the Escrow Agent shall then disburse said Deposit in accordance with said direction, or (ii) litigation arises between Seller and Buyer, in which event the Escrow Agent shall deposit the Deposit with the Clerk of the Court in which said litigation is pending, or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, at the Escrow Agent's option elect in order to terminate 23 25 the Escrow Agent's duties including, but not limited to, deposit in Court and an action for interpleader. 17.4 Escrow Agent's Rights and Liabilities. Escrow Agent shall not be required to determine questions of fact or law, and may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon Escrow Agent by the provisions of this Agreement, except for Escrow Agent's own willful default or gross negligence. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Buyer and Seller, and, if Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder, or shall receive instructions from Buyer or Seller which, in Escrow Agent's opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold and apply the Deposit, pursuant to Section 17.3, and may decline to take any other action. 18. GENERAL PROVISIONS. 18.1 Notices. All notices or other communications required or permitted to be given under the terms of this Agreement shall be in writing, and shall be deemed effective when (i) sent by nationally-recognized overnight courier, (ii) facsimile with original following by regular mail, or (iii) deposited in the United States mail and sent by certified mail, postage prepaid, addressed as follows: 18.1.1 If to Buyer, addressed to: Brandywine Realty Trust Newtown Square Corporate Campus 16 Campus Boulevard Suite 150 Newtown Square, PA 19073 Attn: Gerard H. Sweeney, President and Chief Executive Officer with a copy in each instance to: Eric L. Stern, Esquire Pepper, Hamilton & Scheetz 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 18.1.2 If to Seller, addressed to: 24 26 Hough/Loew Construction, Inc. 750 Springdale Drive Exton, PA 19341 Attn: Jack R. Loew, President with a copy in each instance to: Eli A. Kahn, Director of Marketing Hough/Loew Associates, Inc. 750 Springdale Drive Exton, PA 19341 18.1.3 If to Escrow Agent, addressed to: Lawyers Title Corporation Two Penn Center Plaza Suite 1230 Philadelphia, PA 19102 Attn: Alan D. Keiser, Esquire or to such-other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. 18.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. 18.3 Entire Agreement. All Exhibits attached to this Agreement are incorporated herein and made a part hereof. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior negotiations, understandings and agreements of any nature whatsoever with respect to the subject matter hereof. This Agreement may not be modified or amended other than by an agreement in writing. The captions included in this Agreement are for convenience only and in no way define, describe or limit the scope or intent of the terms of this Agreement. 18.4 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. 18.5 No Recording. This Agreement shall not be recorded in the Office for the Recording of Deeds or in any other office or place of public record. 18.6 Tender. Tender of Deed by Seller and of the Purchase Price by Buyer, are hereby mutually waived. 18.7 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This 25 27 Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. 18.8 Further Instruments. Seller will, whenever and as often as it shall be reasonably request so to do by Buyer, and Buyer will, whenever and as often as it shall be reasonably requested so to do by Seller, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all conveyances, assignments, correction instruments and all other instruments and documents as may be reasonably necessary in order to complete the transaction provided for in this Agreement and to carry out the intent and purposes of this Agreement. All such instruments and documents shall be satisfactory to the respective attorneys for Buyer and Seller. The provisions of this Article shall survive the Closing. 18.9 Time. Time is of the essence. In the event the last day permitted for the performance of any act required or permitted under this Agreement falls on a Saturday, Sunday, or legal holiday of the United States or the Commonwealth of Pennsylvania, the time for such performance will be extended to the next succeeding business day. Time periods under this Agreement will exclude the first day and include the last day of such time period. 18.10 Designation of Nominee; Assignment of Agreement. Buyer shall have the right to designate one or more of its subsidiaries or affiliate entities to acquire title to the Premises hereunder. 18.11 Effective Date. Whenever the term or phrase "effective date hereof" or "date hereof" or other similar phrases describing the date this Agreement becomes binding on Seller and Buyer are used in this Agreement, such terms or phrases shall mean and refer to the date on which a counterpart or counterparts of this Agreement executed by Seller and Buyer are deposited with the Escrow Agent. 18.12 Time for Acceptance. This Agreement shall constitute an offer to buy or sell the Property, as case may be, on the terms herein set forth only when executed by the Seller or Buyer. This Agreement may be accepted by the party receiving such executed Agreement only by executing this Agreement and delivering an original signed copy hereof to the Escrow Agent and an originally signed copy hereof to the other party hereto within five (5) business days after such receipt. Failure to accept in the manner and within the time specified shall constitute a rejection and termination of such officer. 18.13 Confidentiality. Each of the parties hereto covenants and agrees to hold the nature and content of this Agreement, including without limitation, the Purchase Price contained herein, in strict confidence, and other than disclosure required by the SEC and except as may be necessary to comply with this Agreement, neither party shall disclose the nature, content or the Purchase Price of this Agreement without the express written consent of the other party. 19. SEC REPORTING (8-K) REQUIREMENTS. 26 28 For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, and without limitation of other document production otherwise required of Seller hereunder, Seller shall, from time to time, upon reasonable advance written notice from Buyer, provide Buyer and its representatives, with access to all financial and other information pertaining to the period of Seller's ownership and operation of the Property, which information is relevant and reasonably necessary, in the opinion of Buyer's outside, third party accountants (the "Accountants"), to enable Buyer and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to Buyer; and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Buyer; provided, however, that in any such event(s), Buyer shall reimburse Seller for those reasonably documented third party, out-of-pocket costs and expenses that Seller incurs to comply with the requirements of this Section 19. Seller acknowledges and agrees that the following is a representative (but incomplete) description of the information and documentation that Buyer and the Accountants may require in order to comply with (a), (b) and (c) above. To the extent it is available, Seller shall provide the following information and documentation, and such other information and documentation as may be specified by Buyer and the Accountants, as applicable: 1. Certified Rent roll for the most recent fiscal year and for the period from that date to the month of Closing; certified rent roll for the calendar month in which the Closing occurs; 2. Internal financial statements for the most recent fiscal year and the most recent interim period, on a comparative basis; 3. All Leases and Lease abstracts, and Seller's written analysis of both (a) scheduled increases in base rent required under the Leases in effect on the Closing Date; and (b) rent concessions in those Leases, and the straight line effect of (a) and (b); 4. Seller's internally-prepared Operating Statements; 5. Seller's budgeted annual and monthly income and expenses; compared to actual annual and monthly income and expenses for the most recent interim period and fiscal year end; 6. Most currently available real estate tax bills; 7. Access to Seller's cash receipt journal(s) and bank statements; 8. Seller's general ledger with respect to the Property; 9. Seller's schedule of expense reimbursements due under the Leases in effect on the Closing Date; 27 29 10. Schedule of those items of repairs and maintenance performed by, or at the direction of Seller, during Seller's final fiscal year and the most recent interim period in which Seller owns and operates the Property; 11. Schedule of those capital improvements and fixed asset additions made by, or at the direction of, Seller during the final fiscal year and most recent interim period; 12. Access to Seller's invoices with respect to expenditures made during the final fiscal year and most recent interim period; 13. Access (during normal and customary business hours) to responsible personnel to answer accounting questions; and 14. A representation letter, signed by the individual(s) responsible for Seller's financial reporting, as prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, which representation letter may be required by the Accountants in order to render an opinion concerning Seller's financial statements. 20. INDEMNIFICATION. Without limitation of any other Seller indemnity obligations set forth herein, from and after the Closing Date, Seller shall indemnify, defend and save and hold harmless Buyer, and its respective trustees, directors, officers and employees, of, from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and costs associated with the enforcement of Seller's indemnification obligations (hereinafter collectively, "Losses") which Buyer may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (i) any misrepresentation or breach of a representation or warranty by Seller contained in this Agreement; (ii) any failure to fulfill any covenant or agreement of Seller contained in this Agreement; (iii) all litigation set forth in this Agreement and on Exhibit "D"; hereto; (iv) all claims relating to the construction, maintenance and operation of the Property prior to Closing; or (v) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing. Promptly after receipt by Buyer of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "Third Party Action") or promptly after Buyer incurs a Loss or has knowledge of the existence of a Loss, Buyer will, if a claim with respect thereto is to be made against Seller due to Seller's obligation to provide indemnification hereunder, give Seller written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve Seller of any of its obligations hereunder. Promptly after receiving such notice, Seller will, upon notice to Buyer, have the right to assume and control the defense and settlement of any such 28 30 Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by Seller that Seller shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, Seller shall be responsible to satisfy and discharge such Third Party Action. Seller shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of Buyer for any liability to all claimants under or pursuant to such Third Party Action. Buyer shall have the right to participate in any such defense, contest or other protective action at its own cost and expense. Notwithstanding the foregoing, Buyer shall have the right to assume and control the defense and settlement of a Third Party Action (a) if such action includes claims for equitable relief which, if determined adversely to Buyer, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if Seller fails to do so in a timely manner. In any circumstances in which Buyer undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of Seller provided that such written consent may not be withheld if it would interfere with Buyer's business operation and (ii) keep Seller informed on an ongoing basis of the status of such Third Party Action and shall deliver to Seller, copies of all documents related to the Third Party Action reasonably requested by Seller. Buyer shall act to assure that all attorneys' fees and expenses incurred in connection therewith are reasonable. 21. EXCULPATION. No recourse shall be had for any obligation of Brandywine Realty Trust under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of Brandywine Realty Trust, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Seller and all parties claiming by, through or under Seller. 29 31 22. AS-IS. THE PROPERTY IS BEING SOLD ON AN "AS IS, WHERE IS" BASIS, AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION, FITNESS FOR USE, TITLE OR ANY OTHER MATTER RELATING TO THE PREMISES OR THE PROPERTY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed the day and year first above written. HOUGH/LOEW CONSTRUCTION, INC. BRANDYWINE REALTY TRUST, a Maryland Real Estate Investment Trust By: /s/ Jack R. Loew By: /s/ Gerard H. Sweeney -------------------------- -------------------------------------- Jack R. Loew, President Gerard H. Sweeney, President and Chief Executive Officer Agreed to by Escrow Agent with regard to the obligations, terms, covenants and conditions contained in this Agreement relating to Escrow Agent. Lawyers Title Corporation By: /s/ Alan Keiser -------------------------- Alan Keiser, Esquire 30 32 AGREEMENT OF SALE INDEX
Section Page - ------- ---- 1. PROPERTY BEING SOLD................................................. 1 1.1 Real Property.............................................. 1 1.2 Personal Property.......................................... 2 1.3 Leases..................................................... 2 1.4 Right to Names............................................. 2 2. PURCHASE PRICE AND MANNER OF PAYMENT................................ 2 2.1 Purchase Price............................................. 2 2.2 Manner of Payment.......................................... 2 2.2.1 Deposit........................................... 2 2.2.2 Additional Deposit................................ 3 2.2.3 Cash Balance...................................... 3 2.3 Allocation................................................. 3 3. TITLE............................................................... 3 4. COVENANTS........................................................... 3 4.1 Maintenance................................................ 3 4.2 Alterations................................................ 3 4.3 Lease...................................................... 3 4.4 Security Deposits.......................................... 3 4.5 Bill Tenants............................................... 4 4.6 Notice to Buyer............................................ 4 4.7 Update Rent Roll........................................... 4 4.8 Comply with Leases......................................... 4 4.9 No New Agreements.......................................... 4 4.10 Tax Disputes............................................... 5 4.11 No Removal of Personalty................................... 5 5. REPRESENTATIONS AND WARRANTIES............................. 5 5.1 Seller's Authority For Binding Agreement................... 5 5.2 Employment on "At-Will" Basis.............................. 5 5.3 Service Contracts.......................................... 6 5.4 Condemnation............................................... 6 5.5 No Lawsuits................................................ 6 5.6 No Tax Assessments......................................... 6
i 33 5.7 Leases..................................................... 7 5.8 Compliance with Law........................................ 7 5.9 Insurance.................................................. 9 5.10 Current Use Unrestricted................................... 9 5.11 No Brokers................................................. 9 5.12 Utilities.................................................. 9 5.13 Permits, Approvals and Certificates........................ 9 5.14 Good Title to Property..................................... 9 5.15 All Taxes and Assessments Paid............................. 10 5.16 FIRPTA..................................................... 10 5.17 Operating Statement........................................ 10 5.18 Mechanic's Liens........................................... 10 5.19 Inventory Schedule......................................... 10 5.20 Charges, Fees and Assessments.............................. 10 5.21 Rights to Purchase......................................... 10 5.22 No Outstanding Obligations................................. 10 5.23 Access..................................................... 11 5.24 Rollback Rates............................................. 11 5.25 Development Agreements..................................... 11 5.26 Correct Copies of Documents................................ 11 6. POSSESSION.......................................................... 11 7. BUYER'S REVIEW AND APPROVAL OF TITLE AND SURVEY..................... 11 7.1 Title Binder............................................... 11 7.2 Survey..................................................... 12 7.3 Physical and Financial Inspection.......................... 12 7.3.1 Leases............................................ 13 7.3.2 Contracts, Licenses, Permits...................... 13 7.3.3 Utility Costs..................................... 13 7.3.4 Inventory......................................... 13 7.3.5 Three Years' Maintenance Expenses................. 13 7.3.6 Three Years' Tax Bills............................ 13 7.3.7 Three Years' Operating Statements................. 13 7.3.8 Schedule of Violations............................ 14 7.3.9 Schedule of Notices............................... 14 7.3.10 Schedule of Replacements and Repairs.............. 14 7.3.11 Zoning, Site Plan, Subdivision Plan or Plat....... 14 7.3.12 Intentionally Omitted............................. 14 7.3.13 Takings or Changes................................ 14 7.3.14 Tax Assessments, Appeals and Increases............ 14 7.3.15 Litigation........................................ 14 7.3.16 Insurance Policies................................ 14 7.3.17 Schedule of Employees............................. 14 7.4 Seller's Failure to Deliver................................ 14
ii 34 7.5 Buyer's Indemnification for Inspection......................................................... 15 8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............................................................. 15 9. FIRE OR OTHER CASUALTY.................................................................................. 15 9.1 Maintain Insurance............................................................................. 15 9.2 Minimal Damage................................................................................. 15 9.3 Substantial Damage............................................................................. 15 9.4 Closing After Substantial Damage............................................................... 16 9.5 Rent Insurance................................................................................. 16 10. CONDEMNATION............................................................................................ 16 11. Expense Allocations..................................................................................... 16 12. CLOSING................................................................................................. 16 12.1 Time and Date and Place........................................................................ 17 12.2 Documents...................................................................................... 17 12.2.1 Seller's Documents and Other Items.................................................... 17 12.2.1.1 Deed..................................................................... 17 12.2.1.2 Bill of Sale............................................................. 17 12.2.1.3 Original Leases.......................................................... 17 12.2.1.4 Original Licenses, Contract Documents and Other Personal Property................................................................. 17 12.2.1.5 Assignment of Leases..................................................... 17 12.2.1.6 Assignment of Licenses, Contract Documents and Other Personal Property........................................................ 17 12.2.1.7 FIRPTA Certificates...................................................... 17 12.2.1.8 Tenant Letter............................................................ 18 12.2.1.9 Estoppel Certificate from East Goshen Township........................... 18 12.2.1.10 Title Insurance Certificates............................................. 18 12.2.1.11 Updated Rent Roll........................................................ 18 12.2.1.12 Seller Certificate....................................................... 18 12.2.1.13 Organization Certifications.............................................. 18 12.2.1.14 Keys..................................................................... 18 12.2.1.15 Tax Bills................................................................ 18 12.2.1.16 Tax Reduction Rights..................................................... 18 12.2.1.17 Tenant Estoppel.......................................................... 19 12.2.1.18 Association Estoppel..................................................... 19 12.2.2 Buyer's Documents................................................................... 19 12.2.3 Title Insurance..................................................................... 19 12.2.4 Necessary Documents................................................................. 19 13. DEFAULT; REMEDIES....................................................................................... 19 13.1 ............................................................................................... 19
iii 35 13.2 ............................................................................................... 20 13.3 Buyer's Out-of-Pocket Costs.................................................................... 20 14. CONDITIONS PRECEDENT TO CLOSING......................................................................... 20 14.1 Correctness of Warranties and Representations. ............................................... 20 14.2 Compliance with Terms and Conditions........................................................... 21 14.3 Buyer's Satisfaction with Inspection........................................................... 21 14.4 Trustee Approval............................................................................... 21 15. PRORATIONS.............................................................................................. 21 15.1 Operating Expenses............................................................................. 21 15.1.1 Rents................................................................................. 21 15.1.2 Taxes................................................................................. 21 15.1.3 Deposits. ........................................................................... 21 15.1.4 Water and Sewer Charges............................................................... 21 15.1.5 Assigned Contracts.................................................................... 22 15.1.6 Electricity, gas, steam and fuel...................................................... 22 15.1.7 Security Deposits..................................................................... 22 15.2 Custom and Practice............................................................................ 22 15.3 Future Installments of Taxes................................................................... 22 15.4 Application of Prorations...................................................................... 22 15.5 Schedule of Prorations......................................................................... 22 15.6 Escalations.................................................................................... 22 15.7 Readjustments.................................................................................. 23 16. BROKERS................................................................................................. 23 17. ESCROW AGENT............................................................................................ 23 17.1 Payment to Seller.............................................................................. 23 17.2 Notice of Dispute.............................................................................. 23 17.3 Escrow Subject to Dispute...................................................................... 24 17.4 Escrow Agent's Rights and Liabilities.......................................................... 24 18. GENERAL PROVISIONS...................................................................................... 24 18.1 Notices........................................................................................ 24 18.1.1 ...................................................................................... 24 18.1.2 ...................................................................................... 25 18.1.3 ...................................................................................... 25 18.2 Binding Effect................................................................................. 25 18.3 Entire Agreement............................................................................... 25 18.4 Governing Law.................................................................................. 26 18.5 No Recording................................................................................... 26 18.6 Tender......................................................................................... 26 18.7 Execution in Counterparts...................................................................... 26 18.8 Further Instruments............................................................................ 26
iv 36 18.9 Time........................................................................................... 26 18.10 Designation of Nominee; Assignment of Agreement................................................ 26 18.11 Effective Date................................................................................. 26 18.12 Time for Acceptance............................................................................ 26 18.13 Confidentiality................................................................................ 27 19. SEC REPORTING (8-K) REQUIREMENTS......................................................................... 27 20. INDEMNIFICATION.......................................................................................... 28 21. EXCULPATION.............................................................................................. 29 22. AS-IS.................................................................................................... 30
v EX-1.2 3 AGREEMENT OF SALE DATED FEBRUARY 21, 1997 1 AGREEMENT OF SALE THIS AGREEMENT OF SALE is made and entered into as of the 21st day of February, 1997 by and between RADNOR-CAMCO PARTNERSHIP, a New Jersey General Partnership ("Seller") and BRANDYWINE REALTY TRUST, a Maryland Real Estate Investment Trust ("Buyer"). RECITALS A. Seller is the fee simple owner of certain parcels of land described on Exhibit "A-1" attached hereto located at the intersection of Kresson and Evesham Roads, Voorhees, New Jersey (the "Land"), upon which are located and, as applicable, constructed, inter alia, the Plaza 1000 Building (as hereinafter defined), the Promenade Commercial Space (as hereinafter defined), the Piazza Commercial Space (as hereinafter defined), the Undeveloped Land (as hereinafter defined), the Main Street Common Facilities (as hereinafter defined), and other improvements. B. Seller desires and hereby agrees to sell, and Buyer desires and hereby agrees to acquire, all of Seller's right, title and interest in the Property (as hereinafter defined) and related assets and obligations, subject to and on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions of Certain Terms. For all purposes of this Agreement, the following terms shall have the respective meanings set forth below: "Agreement" shall mean this document entitled "Agreement of Sale", all exhibits and schedules attached hereto or made a part hereof and all amendments to this Agreement which are agreed to in writing and signed by the parties hereto. "Beth El Site" shall mean approximately 11.73 acres of land, being part of the Property which comprises Block 207, Lot 4 of the Voorhees Township Tax Map, which portion is subject to a certain agreement of sale dated February 6, 1996, as amended, which has been delivered to Buyer, between Seller and Congregation Beth El, a New Jersey religious corporation, and which is shown as "SYNAGOGUE/SCHOOL" on the sketch plan attached hereto as Exhibit "A-2". 2 "Closing Date" shall mean February 28, 1997. "Contracts" shall mean all contracts, agreements, warranties and obligations entered into by Seller with respect to the management, ownership, operation, supply, maintenance, repair or construction affecting the Property, to the extent assignable by Seller, being the contracts, agreements, warranties and obligations which are described on Exhibit "B", which is attached hereto and made a part hereof. "Declarant" shall mean Seller or its successors, as the context requires, as "Declarant" under the Declaration. "Declaration" shall mean that certain Declaration of Covenants, Conditions and Restrictions of Main Street Council dated November 16, 1987, recorded in the Office of the Register in and for Camden County, New Jersey (the "Register's Office") in Deed Book 4263, Page 0593 et seq., as amended and restated by the recording on March 2, 1988 of that certain Amended and Restated Declaration of Covenants, Conditions and Restrictions of Main Street dated December 30, 1987 in the Register's Office in Deed Book 4277, Page 0325 et seq., as further amended by that certain First Amendment to Amended and Restated Declaration of Covenants, Conditions and Restrictions of Main Street dated January 26, 1988 in the Register's Office in Deed Book 4277, Page 0383 et seq.; and the Second Amendment to Amended and Restated Declaration of Covenants, Conditions and Restrictions of Main Street dated March 18, 1988 and recorded in the Register's Office in Deed Book 4289, Page 527 et seq.; the Third Amendment to Amended and Restated Declaration of Covenants, Conditions and Restrictions of Main Street in the Register's Office in Deed Book 4417, page 811 et seq.; and further together with any and all other amendments thereto which are set forth in Exhibit "K" hereto. "Deposit" shall mean the cash deposit delivered by Buyer to Escrow Agent pursuant to Paragraph 3(a) hereof, and the cash deposit, if any, delivered by Buyer to Escrow Agent pursuant to Paragraph 3(b) hereof. "Due Diligence Defect" shall mean any of the following: (i) the Property being in material noncompliance with the Declaration or applicable zoning and land use laws, as reasonably determined by Buyer or Buyer's counsel, the cost to cure of which, when added to all Due Diligence Defects, is in excess of Three Hundred Thousand ($300,000.00) Dollars; (ii) a Title Defect (as that term is defined in Paragraph 4(b) of this Agreement). -2- 3 "Due Diligence Termination Date" shall mean February 14, 1997. "Escrow Agent" shall mean Commonwealth Land Title Insurance Company, 1700 Market Street, Philadelphia, PA 19103, Attention: Gordon Daniels, Esquire. "Execution Date" shall mean the date on which this Agreement has been fully executed by both parties hereto, but no later than January 20, 1997. "Future Leases" shall mean those certain leases or renewals, extensions or expansions of leases, executed by Seller, as landlord, on or after December 16, 1996, covering certain rentable space within the Property, and which are approved by Buyer pursuant to Paragraph 14(c) hereof. "Hazardous Substance" means substances that are defined or listed in, or otherwise classified pursuant to, any applicable federal, state or local laws as "hazardous substances", "hazardous materials", "hazardous wastes", or "toxic substances", other than those substances which are commonly present and/or used in a development such as the Property and whose nonmaterial presence and/or use on the Property does not constitute a violation of applicable law. "Improvements" means the Plaza 1000 Building, the Promenade Commercial Space, the Piazza Commercial Space, any improvements on or to the Undeveloped Land, the Main Street Common Facilities and any other improvements on or in the Property which are owned by Seller. "Leases" shall mean those certain leases executed by Seller, as landlord, covering certain rentable space within the Real Property and which are either scheduled on Exhibit "C-1" to this Agreement attached hereto and made a part hereof or constitute Future Leases. "Licenses" shall mean the licenses, permits, approvals and agreements affecting the Real Property including, without limitation, those which are set forth on Exhibit "D" to this Agreement which is attached hereto and made a part hereof. "Loss" or "Losses", as used in connection with an indemnity obligation, shall mean any and all damages, losses, obligations, deficiencies, liabilities, claims, encumbrances, penalties, costs and expenses, including reasonable attorneys' fees, but shall not extend to any other aspect of liability, nor -3- 4 to any other damages except as expressly set forth in such indemnity, and shall in no event extend to include any personal injury, property damage, consequential damage or punitive damage. "Main Street Common Areas" shall mean those areas, facilities and other properties which are subject or intended to be made subject to the maintenance and management functions of Main Street Council under the Declaration. "Main Street Common Facilities" shall mean the land and improvements which are owned by Seller, are defined as "Main Street Facilities" in the Declaration, and which the Declarant under the Declaration has the right (but not the obligation) to convey to the Main Street Council. As an illustration of this Paragraph, the existing multi-level parking garages, the ground level parking areas, the Pavilion building, the Town Square building, the internal roadways and walkways and their appurtenant facilities, the plazas, waterways, drainage facilities and wetlands areas are currently Main Street Common Facilities. As a further illustration, the items defined in subparagraphs (i) through (iv) of the definition of "Undeveloped Land" are not Main Street Common Facilities. "Main Street Council" shall mean Main Street Council, Inc., a New Jersey non-profit corporation, the entity defined in the Declaration as the "Council", which entity is charged with the maintenance and management responsibilities under the Declaration. "P-1 Plan" shall mean the overall preliminary P-1 Plan for Main Street, as revised, last approved by Voorhees Township on January 24, 1996. "Permitted Exceptions" shall mean (i) the lien of real estate taxes, water rent and sewer charges that are not due and payable on the Closing Date (excluding special assessments which have become a lien on the Property on or before the Closing Date), (ii) zoning ordinances and restrictions, and other public and private use restrictions and deed restrictions applicable to the Property provided the aforesaid does not materially adversely affect the current use of the Property; (iii) the additional exceptions to title set forth in Exhibit "E" to this Agreement, as approved by Buyer pursuant to this Agreement; (iv) special assessments which are or may be pending, but which have not become a lien on the Property as of the Closing Date; (v) matters set forth on a survey as approved by Buyer pursuant to this Agreement; and (vi) such other title matters existing on the -4- 5 Closing Date which are accepted or deemed accepted by Buyer pursuant to Paragraph 4 hereof. "Personal Property" shall mean all of Seller's interest in all tangible and intangible personal property owned by Seller and situated on the Real Property and used by Seller in connection with the ownership, management, operation, maintenance and repair of the Real Property, including without limitation those which are described in Exhibit "F-1" attached hereto and made a part hereof, but excluding those which are described in Exhibit "F-2" attached hereto and made a part hereof. "Piazza Commercial Space" shall mean approximately 41,400 rentable square feet of commercial space located (i) on the ground floor of each of three (3) buildings above which the Piazza at Main Street, a Condominium is located, and (ii) within one one-story office building; together with the land on which such space is situate which is preliminarily described as Block 207, Lots 4.10, 4.12, 4.13 and 4.11, respectively, of the Voorhees Township Tax Map and as shown on the sketch plan attached hereto as Exhibit "A-2". "Plaza 1000 Building" shall mean the six (6) story commercial building containing approximately 162,364 rentable square feet currently constructed and located on the land preliminarily described as Block 207, Lots 4.08 and 4.09 of the Voorhees Township Tax Map and as shown on the sketch plan attached hereto as Exhibit "A-2". "Promenade Commercial Space" shall mean approximately 31,445 rentable square feet of commercial space located on the ground floor of each of four four-story buildings above which the Promenade Homes at Main Street, a Condominium, is located, together with the land on which such space is situate which is preliminarily described as Block 207, Lots 4.04, 4.05, 4.06 and 4.07 of the Voorhees Township Tax Map and as shown on the sketch plan attached hereto as Exhibit "A-2". "Property" shall mean the Real Property, the Personal Property, Contracts, Licenses, and all other rights, titles, interests and obligations to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement. "Real Property" shall mean the Land and Improvements, and all other land and improvements which are located therein and associated therewith which are owned by Seller, and the other rights described in Paragraph 2 hereof. -5- 6 "Tax Schedule" shall mean the information concerning real estate taxes and assessed valuation of the Real Property set forth on the copies of the tax bills attached hereto and made a part hereof as Exhibit "G-2". "Tenants" shall mean the tenants under the Leases or Future Leases for the Real Property. "Title Binder" means a commitment for an Owner's Title Insurance Policy issued by the Title Company with respect to the Land and the Improvements pursuant to which the Title Company commits to issue to Buyer an ALTA Form 1970-B Owner's Policy (but if an ALTA Form 1970-B Policy is not available, then an ALTA Form 1992-B Title Policy) of title insurance in an amount not less than the Purchase Price. "Title Policy" means the ALTA Extended Owner's Title Insurance Policy to be issued by the Title Company, insuring Buyer as the owner of the fee simple interest in the Land and the Improvements, free and clear of all liens and encumbrances (including, but not limited to, all existing or potential construction liens) except for the Permitted Exceptions. Such policy shall include assurance by endorsement or otherwise that (a) all covenants, restrictions, easements and agreements of record are not violated by existing structures or their present use and operation, and a future violation thereof shall not result in a forfeiture or reversion, (b) all foundations in place as of the date of such policy are within the lot lines and applicable set back lines, (c) the buildings or structures do not encroach onto adjoining land or onto any easements, and (d) there are no encroachments of improvements from adjoining land onto the Land or any part thereof. Such policy shall also provide insurance against mechanic's liens. "Undeveloped Land" shall mean the following: (i) approximately 2.0 acres of land at the corner of Kresson and Gibbsboro Roads on which two (2) 10,000 rentable square foot commercial buildings are permitted under the P-1 Plan and as shown as "OFFICE/RETAIL" on the sketch plan attached as Exhibit "A-2"); (ii) that certain land which is contiguous with the west side of the Plaza 1000 Building and on which a 120,000 rentable square foot commercial building is permitted under the P-1 Plan, and which is shown as "OFFICE 'A'" on the sketch plan attached hereto as Exhibit "A-2"; (iii) that certain land contiguous with the east side of the Plaza 1000 Building and on which a 90,000 rentable square foot commercial building is permitted under the P-1 Plan, and which is shown as "OFFICE 'B'" on the sketch plan -6- 7 attached hereto as Exhibit "A-2"; (iv) the Beth El Site; (v) certain lands on which are situate the following 3 parcels as shown on Exhibit "A-3" attached hereto: (1) 13.86 acres of wetlands areas (preliminarily described as Block 207, Lot 3 on the Voorhees Township Tax Map); (2) a 3.844 acre water detention basin (preliminarily described as Block 218.42, Lot 1.04 on the Voorhees Township Tax Map); and (3) a 0.05-acre tract of land on which there is situate a sanitary sewer pump station (preliminarily described as Block 218.42, Lot 27 on the Voorhees Township Tax Map); and (vi) all other portions of the Real Property owned by Seller and shown on the P-1 Plan and not otherwise defined or described in this Paragraph 1. 2. Acquisition of the Property. (a) On the Closing Date, and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer and Buyer shall purchase from Seller the following: (i) good, marketable, and indefeasible fee title in and to the Real Property; (ii) all right, title and interest of Seller, if any, in any Real Property lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the Land, to the center line thereof; (iii) all easements, covenants and other rights appurtenant to, and all the estate and rights of Seller in and to, the Real Property; (iv) to the extent assignable to Buyer and/or not canceled by Seller pursuant to this Agreement, all right, title and interest of Seller in and to the Contracts and Leases, and, to the extent assignable to Buyer, all right, title and interest of Seller in and to the Licenses relating to the Property; and (v) all right, title and interest of Seller in and to the Personal Property. (b) The parties acknowledge that this Agreement of Sale and the transactions contemplated hereby cover all of Seller's right, title and interest in all of the development known as "Main Street" which has not heretofore been transferred to third parties, other than those interests which Seller is retaining and which are set forth in Exhibit "A-4" hereof. -7- 8 3. Purchase Price and Time of Payment. The Purchase Price (the "PURCHASE PRICE") to be paid by Buyer to Seller for the Property shall be Twenty-one Million Five Hundred Thousand and 00/100 Dollars ($21,500,000.00), as adjusted pursuant to Paragraph 6 of this Agreement, which shall be paid to Seller in the following manner: (a) On or before the Execution Date, Two Hundred Fifty Thousand Dollars ($250,000.00) U.S., in cash, or by federal wire transfer of funds (such amount, along with the amount described in Paragraph 3(b) below, is called herein, the "DEPOSIT") shall be paid to Escrow Agent by Buyer. (b) On or before the expiration of the Due Diligence Termination Date, an additional amount of the Deposit equal to the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) U.S., in cash, or by federal wire transfer of funds shall be paid to Escrow Agent by Buyer. (c) One Million Nine Hundred Thousand Dollars ($1,900,000) by the execution and delivery, at Closing, of the Beth El Security Document (as defined in Paragraph 33 below). (d) The balance of the Purchase Price, in the amount of Nineteen Million One Hundred Thousand Dollars ($19,100,000), as adjusted pursuant to Paragraph 6 of this Agreement, shall be paid to Seller at Closing by immediately available federal U.S. funds, wire transferred to an account designated by Seller. (e) Escrow Agent shall place the Deposit in an interest-bearing account with such Deposit (i) to be paid to Seller and credited against the Purchase Price, if Buyer shall complete the Closing hereunder, or (ii) if this Agreement shall be terminated as provided herein, to be paid the party entitled thereto as a result of such termination. Any and all interest actually earned on the Deposit shall be deemed a part of the Deposit and paid or applied as the Deposit may be paid or applied. As used in this Agreement, the term "Deposit" shall include the amount of interest accrued thereon. -8- 9 4. Title and Conveyance of the Property. (a) Buyer's obligation to close this transaction shall be conditioned upon, at Closing, title to the Real Property being good and marketable and insurable at regular rates by any title insurance company selected by Buyer licensed to do business in the State of New Jersey (the "TITLE INSURER"), free and clear of all liens, encumbrances, and restrictions other than the Permitted Exceptions and with such endorsements and affirmative insurance as are included within the definition herein of "Title Policy"; the availability or unavailability of such endorsements and affirmative insurance shall be treated as all other title matters under this Paragraph 4. (b) Buyer acknowledges receipt of a copy of the most recent title insurance commitment and/or policy covering the Beth El Site in Seller's possession. Buyer has applied for a title insurance commitment issued by Title Insurer ("COMMITMENT") agreeing to issue to Buyer, upon recording of the Deed (as hereinafter defined), the Title Policy in the amount of the Purchase Price. Said Commitment shall agree to insure the proposed title of the Buyer to the Property subject only to the Permitted Exceptions, such other title exceptions as Buyer has agreed to accept, or is deemed to have accepted pursuant to this Paragraph, and any other exceptions which shall be discharged by Seller at or before Closing. Seller has also ordered a survey covering the Property from Consulting Engineer Services (the "SURVEY"). If the Commitment or Survey contains title exceptions other than the Permitted Exceptions to which Buyer objects (a "TITLE DEFECT"), Buyer shall notify Seller of such fact, which notice shall specify the Title Defect and shall be accompanied with sufficient information to enable Seller to respond. Buyer's notice shall be given no later than the Due Diligence Termination Date, after which Seller shall have the right, but not the obligation, to cure such Title Defect within an additional thirty (30) day period. If the Title Defect is not cured, Buyer shall have the option, as its sole and exclusive remedy, of either accepting title to the Property with abatement of the Purchase Price to the extent of monetary liens required to be removed by Seller of a fixed or reasonably ascertainable amount, together with any actual out-of-pocket costs incurred and provable by Buyer arising from such failure by Seller to remove such liens, or of terminating this Agreement by giving notice to Seller of such election within ten (10) days after the expiration of the aforementioned thirty (30) day period, and in the latter event, the Deposit shall be returned to Buyer, and the rights and liabilities of the parties hereto shall cease and terminate; provided, that if the Title Defect which gives rise to the -9- 10 termination of this Agreement is a monetary lien concerning which Seller has the ability to but refuses to remove, then upon termination of this Agreement by Buyer, Seller shall also reimburse Buyer of any actual out-of-pocket costs incurred and provable by Buyer arising from such failure by Seller to remove such liens not to exceed the sum of Sixty Thousand Dollars ($60,000). Notwithstanding the existence of any Title Defect, Buyer shall be deemed to have accepted the condition of title and any such Title Defect unless it has given Seller timely notice as herein provided, after which time any such Title Defect shall be a Permitted Exception. In any event, the condition of title to the Property, including without limitation any title exception which would otherwise be a Title Defect shall be a Permitted Exception if Closing occurs. Buyer understands and agrees that the foregoing remedies shall be Buyer's sole and exclusive remedy hereunder with respect to the title to the Real Property. The parties agree that Closing may be extended in order to comply with the express time requirements set forth in this Paragraph. (c) At Closing, Seller will convey fee simple title to the Real Property by a bargain and sale deed with covenants against grantor's acts, subject to the Permitted Exceptions, in the form attached hereto and made a part hereof as Exhibit "H-1". In addition, if Buyer elects to obtain a survey of the Property and such survey produces a metes and bounds description which is different from the metes and bounds description utilized by Seller in its secured loan transaction, then at Closing, Seller, in addition to the Deed set forth above, will convey the Property to Buyer by quitclaim deed, subject to the Permitted Exceptions, in the form attached hereto and made a part hereof as Exhibit "H-2" utilizing the metes and bounds description obtained by Buyer's survey, which metes and bounds description must be reasonably acceptable to Seller. The bargain and sale deed described above and the quitclaim deed described above are sometimes collectively referred to as the "DEED". (d) At Closing, Seller will transfer title to the Personal Property to Buyer by executing a Special Warranty Bill of Sale ("BILL OF SALE") in the form attached hereto and made a part hereof as Exhibit "I". (e) At Closing, Seller will also assign and Buyer shall assume, all of Seller's right, title, and interest, including all the obligations of Seller, in, to and under, the following, to the extent transferable: (i) the Licenses; (ii) the Contracts; (iii) the Leases; (iv) the right to use the name "Main Street", the logos, trade names, and the mark bearing the name "Main Street", on a non-exclusive basis; and (v) the rest of the -10- 11 Property being transferred under this Agreement which is not otherwise covered by an instrument of conveyance, assignment, or other transfer and which is not being reserved by Seller pursuant to an express provision of this Agreement; by execution of and delivery of the assignments by Buyer and Seller in the forms at tached hereto as Exhibits "J-1" through "J-5" (hereinafter collectively referred to as the "ASSIGNMENTS"). (f) At Closing, Seller shall assign to Buyer and Buyer shall assume all of the right, title, interest and obligations of Declarant under the Declaration by the execution of an assignment (the "ASSIGNMENT OF DECLARANT'S RIGHTS"). The form of Assignment of Declarant's Rights to be signed by the parties at Closing is attached hereto as Exhibit "J-6". Buyer acknowledges that the Assignment of Declarant's Rights reserves certain rights in Seller with respect to the Beth El Agreement. Seller shall also deliver at Closing the resignation of the officers of the Main Street Council who are designated or otherwise affiliated with Seller, together with an assignment of the books, records and other items relating to the Main Street Council, as set forth in the Assignment of Declarant Rights. Buyer acknowledges that the foregoing assignment relates solely to Main Street Council, that Seller is not assigning any rights of declarant under the condominium associations of Piazza at Main Street, Promenade Homes at Main Street and Terrace Grand at Main Street, that the condominium associations of the foregoing condominiums at Main Street have been turned over from declarant control, and that Seller shall have the right and obligation, before and/or after closing, to take such further action as may be necessary to wind up its role as declarant of such condominiums. (g) (1) Except as otherwise set forth below, Seller agrees not to further encumber title to the Property. (2) Seller has informed Buyer, and Buyer agrees, that Seller shall have the right to place of record (i) that certain Further Amended and Restated Declaration of Covenants, Conditions and Restrictions of Main Street in the form as set forth on Exhibit "K-1" attached hereto and made a part hereof, as such document is amended with Buyer's approval, which approval shall not be unreasonably withheld or delayed; (ii) such documentation as Seller may create and cause to be recorded which submits the remainder of the Property to the Declaration; and (iii) such closing documentation as is required under the Beth El Agreement. In the latter regard, Buyer acknowledges that: (x) Seller intends, upon submission of the Beth El Site to the Declaration as set forth on Exhibit "K-1", that Seller will place of record special provisions regarding assessments and voting, as -11- 12 set forth in the Beth El Agreement; (y) Seller intends to enter into a landscaping easement agreement, as set forth in the Beth El Site Agreement; and (z) Seller intends to perform certain construction obligations off the Beth El Site on behalf of Beth El, as set forth in the Beth El Site Agreement. (3) Seller has informed Buyer that in connection with the settlement of that certain lawsuit entitled The Township of Voorhees v. The Promenade Homes of Main Street, Inc. and Radnor/Camco Partnership, Seller intends to place of record or, if necessary, request the court to place of record or otherwise require), that the Master Deed for the Promenade Homes at Main Street, recorded in Book 4285, Page 0883 in the Register's Office, and the Deed Covenants dated April 11, 1988, recorded in Book 4285, page 817 in the Register's Office, be amended to provide the information set forth on Exhibit "K-2". 5. Closing Documents. At the time and place of Closing, Seller shall deliver to Buyer the following: (a) the Deed and a Quit Claim Deed if requested by Buyer, executed by Seller covering the Real Property; (b) the Bill of Sale executed by Seller covering the Personal Property; (c) the Assignments, executed by Seller, which Buyer shall execute and deliver to Seller; (d) the Assignment of Declarant's Rights and other deliveries associated with such assignment. (e) as many signed originals (or true and correct copies of same) of the Contracts, Licenses, and other items covered by the Assignments as are in Seller's possession, unless previously delivered by Seller to Buyer; (f) as many signed originals (or true and correct copies of same if Seller does not have any signed originals) of the Leases covered by the Assignments as are in Seller's possession; (g) all equipment operating manuals and all equipment warranties and equipment guarantees, if any, in Seller's possession; -12- 13 (h) all master and duplicate keys, alarm codes, to all locks for the Property which are in Seller's possession; (i) written notice from Seller or Seller's managing agent to each Tenant in substantially the form of Exhibit "L": (i) stating that the Property has been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and (ii) directing the Tenants to regard Buyer as their landlord and to make rental payments to Buyer and at the address designated by Buyer. (j) the original (or true and correct copies of same) of such other items delivered or otherwise made available to Buyer in connection with Buyer's Due Diligence Activities (as defined in Paragraph 9(a) hereof). (k) The Estoppels and, if appropriate, Seller's Estoppels, described in Paragraph 9C below. (l) Such affidavits as Title Company shall reasonably require and which are customarily provided in the industry. (m) Organizational certificates respecting authority, incumbency, good standing and similar matters, together with evidence reasonably satisfactory to Buyer and the Title Company that: (i) Seller has the authority to execute and deliver the Deed and all other documents to be executed and delivered by Seller at Closing; (ii) the persons executing the Deed and such other documents on behalf of Seller have full right, power and authority to do so; and (iii) all necessary action on the part of Seller has been taken with respect to the valid execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby; (n) currently recertified Rent Roll; (o) Deliver to Buyer, to the extent Seller possesses or has access to and has not otherwise supplied to Buyer, (i) a complete set of all architectural, mechanical, electrical, plumbing, drainage, and similar plans and specifications used in the construction, operation and/or maintenance of the Improvements; (ii) all books and records pertaining to the Property customarily maintained on the site; and (iii) all necessary permits issued by governmental authorities and utilities at the time the Improvements were constructed, including, but not limited to, evidence of compliance with zoning ordinances, certificates of occupancy, and similar permits; -13- 14 (p) certificates of occupancy for each of the Improvements to the extent they are in Seller's possession; and (q) Seller's certification to bring down and affirm the representations and warranties set forth in Paragraph 8. (r) Seller shall use commercially reasonable efforts to obtain an estoppel from Beth El confirming that the Beth El Site Agreement is in full force and effect, together with the status of Beth El's approval process. 6. Prorations and Closing Costs. All matters involving prorations or adjustments to be made in connection with Closing and not specifically provided for in some other provision of this Agreement shall be adjusted as follows: (a) Except as otherwise set forth herein, all items to be prorated pursuant to this Paragraph shall be prorated as of the Closing Date, with Buyer to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date. Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Property for the applicable fiscal or calendar year in which the Closing occurs shall be prorated on a per diem basis using the actual number of days in such year as a basis. If the amount of such taxes is not known on the Closing Date, proration of such taxes will be made based upon the most recently ascertainable tax bill. Buyer acknowledges that Seller shall be entitled to a proration of taxes notwithstanding the fact that payment of portions of such taxes may be included as additional rent within some or all of the Leases. Buyer and Seller agree that if the estimated taxes differ from the taxes as finally determined for the period of time in which Closing occurred, at the time of final determination of the actual taxes, the parties will adjust the Closing prorations to reflect the actual charges for up to one year from the Closing Date. Other than insurance policies held by Main Street Council, which shall be assigned to Buyer and the cost of which shall be apportioned, there shall be no proration of Seller's insurance premiums or assignment of Seller's insurance policies and Seller shall be entitled to cancel all of its existing policies as of the Closing Date. Buyer shall be obligated (at its own election) to obtain any replacement policies. The amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by Seller before Closing, if possible, or shall be paid thereafter by Seller or adjusted between Buyer and Seller immedi- -14- 15 ately after the same have been determined. Seller shall use its commercially reasonable efforts to have all utility meters read as of the Closing Date. Seller shall further attempt to obtain from the provider of same, all other service statements and bills of account adjusted as of the Closing Date. Seller shall be entitled to refunds of all deposits, if any, paid by Seller prior to Closing and held by entities providing such service, or, at Seller's option, Seller shall transfer all of Seller's right, title and interest in and to such deposits to Buyer at Closing and shall receive a full credit for the amount of such deposits. All Contracts and other obligations in connection with the Prop erty shall be prorated as of the Closing Date. The terms and provisions of this Paragraph 6(a) shall survive Closing hereunder. (b) Special assessments which have been filed as a lien against the Property on or before the Closing Date shall be paid by Seller. Special assessments which are or may be pending, but which have not become a lien on the Property as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed by Buyer. (c) Buyer shall pay the cost of title search and title insurance premium, and the cost of survey. Buyer agrees to pay the expense of recording all mortgage related documents for any purchase money or other financing, the expense of any additional title costs (e.g. endorsements and title insurance costs on any lender's title policy), all other mortgage related costs (including without limitation State documentary stamps or other charges on any mortgages and intangible tax on any notes), the legal fees of its own counsel, and the expense of preparing any Closing documents other than those expressly provided in this Paragraph to be paid for and prepared by Seller. Subject to Paragraphs 12(b) below (relating to Seller's default) and 4(b) above (relating to the failure by Seller to remove monetary liens), the cost of all of Buyer's Due Diligence Activities (as defined below) shall be borne solely by Buyer. (d) Seller agrees to pay the cost of the New Jersey realty transfer fee on the Deed and in connection with the transfer of the Beth El Site, all other costs in connection with the Beth El Site Agreement which are to be paid by Seller therein, including costs related to subdivision, and the construction-related costs set forth in the amendment to the Beth El Site Agreement (excluding only those costs to be incurred by Buyer as owner and/or Declarant of the Property on an ongoing basis pursuant to the Declaration and/or the landscape easement agreement described in the amendment to the Beth El Site -15- 16 Agreement), recording fees for the Deed, the release documents for the mortgage, if any, and all corrective instruments which Seller has agreed to provide pursuant to this Agreement, and the cost of effecting the removal of all monetary liens of a fixed or reasonably ascertainable amount; and to pay the expense of its counsel including the preparation of the Deed, Bill of Sale, Assignment, and the other documents provided herein as being prepared by Seller or Seller's counsel. (e) (i) Any rentals or other amounts collected in advance by Seller for a rental period or portion thereof from or after the Closing Date shall be credited to Buyer at Closing on a per diem basis. In addition, any security deposits held by Seller for any Lease or Future Lease shall either be credited to or transferred to Buyer at Closing; provided, that with respect to the security deposits which are in the form of a letter of credit, as set forth in Exhibit "C-2 ", then at Closing, Seller shall send notice to Tenant of the requirement that such letter of credit shall be replaced and reissued in the name of Buyer. Buyer acknowledges that such replacement of any letter of credit will occur after the Closing Date. Any rentals or other amounts collected by Buyer within six (6) months after Closing and relating to a period or portion thereof prior to the Closing Date shall be promptly paid by Buyer to Seller. Accordingly, all amounts received from a Tenant within six (6) months after Closing shall be applied in the following order: (A) first on account of any amount then due Buyer from such Tenant for a period subsequent to Closing; then (B) to Seller for any period prior to Closing; and (C) next, any balance then remaining to Buyer. Seller retains the right to pursue its remedies against Tenants after Closing for any delinquent payments or other amounts owed to Seller by way of an action or suit for rent but not for possession or eviction. Seller shall not be permitted to terminate any Lease or evict any Tenant in connection with the pursuit of its aforesaid collection remedies. (ii) With respect to additional rents uncollected at Closing and owed for any period prior to Closing and not yet billed, Buyer shall submit appropriate bills to the Tenants pursuant to the terms of such Tenant Lease(s). Buyer shall use commercially reasonable efforts to collect such additional rents for a period of six (6) months after the additional rent becomes due. Seller's apportioned interest in any amounts collected by Buyer to the extent such amounts are available in accordance with the provisions hereof, net of the reasonable third party costs of collection, shall be paid to Seller within fifteen (15) days following the month of collection. If any of the aforesaid prorations cannot be definitively calculated accurately as of the -16- 17 Closing Date, then they shall be estimated at the Closing and definitively calculated as soon after the Closing Date as feasible. In addition, if after Closing either Seller or Buyer determine that such adjustments were incorrect in any way, further adjustments shall be made between Buyer and Seller. (iii) Seller shall be entitled to a positive adjustment at Closing to reflect any expenditures paid or incurred by Seller (as an illustration but without limitation, tenant improvement costs, leasing commissions, professional fees related thereto, and financing costs in connection therewith) with respect to any of the Future Leases. (iv) Performance and other bonds issued on behalf of Seller and delivered to Voorhees Township will be canceled by Seller, and replaced by Buyer, if necessary. Seller represents, to its actual knowledge, that the bonds issued to Voorhees Township, and the amount outstanding on such bonds, are set forth on Exhibit "M". (v) Items of revenues related to Main Street Council, including without limitation assessments paid to Main Street Council by its members, and items of costs, charges and other expenses related to the Main Street Council shall be apportioned as of the Closing Date. Under the Declaration, Assessments are payable to the Main Street Council by its members, who consist of the owners of parcels of land within Main Street and the condominium associations of, respectively, Piazza at Main Street ("PIAZZA ASSOCIATION"), Promenade Homes at Main Street ("PROMENADE ASSOCIATION") and Terrace Grand at Main Street ("TERRACE GRAND ASSOCIATION"). The Promenade Association, the Piazza Association, and the Terrace Grand Association are sometimes collectively called the "RESIDENTIAL ASSOCIATIONS". (vi) (A) Seller has informed Buyer that, as of the date of this Agreement, Promenade Association and Piazza Association, each of whom are members of the Main Street Council as set forth above, are delinquent in their assessment obligations. In addition, the owner of Lot 4.17, who also is a member of the Main Street Council, has executed a promissory note payable on May 1, 1997 in the amount of the assessments payable by such owner through April 30, 1997, which promissory note is not being assigned under this Agreement of Sale but instead is being retained by Seller (along with the right of enforcement of such promissory note). Accordingly, at Closing, Seller shall reimburse to Buyer the amount of assessments payable to Main Street Council by the owner of Lot 4.17 for the period commencing on the date of Closing and ending on April 30, 1997. -17- 18 (B) Promenade Association and Piazza Association, the owner of Lot 4.17, and any other member of Main Street Council who may, through the date of Closing be delinquent in its obligation to pay assessments, are sometimes collectively called the "NONPAYING MEMBERS". Provided that Buyer performs the obligations of Buyer set forth in Subparagraphs (C) through (F) below, Seller agrees that it shall guarantee ("SELLER'S ASSESSMENT GUARANTY") the payment of assessments by the Residential Associations as members of Main Street Council for the eighteen month period commencing on the Closing Date (the "Assessment Guaranty Period"). Accordingly, if during the Assessment Guaranty Period any of the Residential Associations fails to make an assessment payment to Main Street Council when due, Buyer shall notify Seller of such delinquency, and Seller shall pay such amount to Buyer within ten (10) days after receipt by Seller of such notice. (C) Seller reserves the right to commence enforcement actions against each of the Nonpaying Members, which enforcement actions may be brought before or after, or if brought before, extend after, Closing, and shall include any amounts paid under Seller's Assessment Guaranty. Buyer agrees that it will cooperate with Seller at no cost to Buyer (including the execution and perfection of all applicable documentation prepared by Seller) in connection with Seller's enforcement actions and will not take any action which would jeopardize Seller's rights in connection therewith. (D) In furtherance of Paragraph 6(e)(vi)(C), Buyer covenants that it shall execute in recordable form and deliver to Seller for recording in the public records of Camden County and/or elsewhere where appropriate, such documentation prepared by Seller which creates, places and executes upon, liens on the property of the Delinquent Members for failure to pay assessments to Main Street Council, pursuant to Sections 11.06 through 11.11 of the Declaration. If Seller elects to exercise the remedy described in this Paragraph 6(e)(vi)(D), Seller shall notify Buyer thereof during the Assessment Guaranty Period, which notice shall include the appropriate documentation which Buyer is required to execute. Buyer shall have thirty (30) days from such notice within which to execute and deliver to Seller such documentation. Buyer shall have the right, during such thirty (30) day period, to communicate with the Delinquent Member(s) and otherwise attempt to resolve the delinquency. Upon the termination of the Assessment Guaranty Period, the right of Seller to require Buyer to take such action under this Paragraph 6(e)(vi)(D) shall terminate, and Seller shall assign to Buyer all of Seller's right, title and interest relating to such lien -18- 19 rights (although not the underlying delinquent assessments, which shall remain the property of Seller), and Seller shall retain all other enforcement rights against the Delinquent Members. The provisions of this Paragraph 6(e)(vi)(D) shall, at Seller's option, be memorialized in a separate document and signed by Seller and Buyer at Closing, which separate document shall contain a power of attorney executed by Buyer appointing Seller as Buyer's attorney-in-fact to execute such documentation described in this Paragraph 6(e)(vi)(D) (although notwithstanding such power of attorney, Buyer agrees to execute such documentation on a timely basis as set forth herein). (E) Any assessments collected by Buyer after Closing and relating to a period or portion thereof prior to the Closing Date shall be applied in the following order: (1) first on account of any amount then due Buyer from such member for a period subsequent to Closing; then (2) to Seller for any payment made by Seller on behalf of a Nonpaying Member, whether before Closing or during the Assessment Guaranty Period; and (3) next, any balance then remaining to Buyer. (F) Buyer acknowledges that as a pre- condition to Seller's Assessment Guaranty, Buyer agrees that it shall bill all members of Main Street Council on a monthly basis for assessments due Main Street Council, commencing the first day of the month following the Closing Date. (vi) The provisions of this Paragraph 6(e) shall survive Closing hereunder. 7. Possession of Property. (a) Seller shall deliver possession of the Property to Buyer on the Closing Date, subject to the Permitted Exceptions, the ownership and other rights of condominium unit owners and the owner of Block 207, Lots 4.17 (Mansion) and 4.18 (bank site) as shown on the Voorhees Township Tax Map, and the occupancy and other rights of the Tenants. (b) Buyer shall assume, by execution of the Assignments, all of Seller's right, title, interest and obligations in, to and under the Leases, the Licenses and the Contracts, then in effect which are assignable (and to the extent the same are assignable by Seller). -19- 20 8. Representations of Seller and Buyer. (a) Seller hereby represents and warrants as follows, at and as of the Execution Date: (1) Seller is a general partnership organized and existing under the laws of the State of New Jersey, with full and complete authority to enter into this Agreement and to consummate the transactions contemplated herein. (2) Seller has not received written notice from any governmental authority of proceedings relating to the use, occupancy, maintenance or operation of the Property except as set forth on Schedule "N-1". (3) Seller has not sent nor has Seller received written notice that any of the parties to the Leases are in default thereunder, nor has Seller received written notice that Seller is in material default under any of the Leases except as set forth on Schedule "N-2". (4) Seller has not sent nor has Seller received written notice that any of the parties to the Contracts with Seller are in material default thereunder, nor has Seller received written notice that Seller is in material default under any of the Contracts except as set forth on Schedule "N-3". (5) Seller has not received written notice of the existence of any charges, assessments or liens for public improvements concerning the Property which remain unpaid except as set forth on Schedule "N-4". (6) To the extent any improvements which might form the basis of mechanics' construction liens or materialmen's liens have been made or will be made to the Property prior to Closing, Seller agrees to pay for all such labor and materials timely, and in any event agrees to keep the Property free from liens which might result from such improvements, except to the extent such payment obligations become the responsibility of Buyer at Closing. (7) Seller has not received written notice of any pending, and Seller has no actual knowledge of any threatened, materially adverse judicial, municipal or administrative proceedings affecting the Property and in which Seller is a party by reason of Seller's ownership of the Property or any portion thereof, including without limitation, proceedings for or involving collections, condemnations, eminent domain, alleged -20- 21 building code or zoning violations, or personal injuries or property damage alleged to have occurred on the Property or by reason of the condition or use of the Property except as set forth on Schedule "N-5". (8) Except as set forth in Exhibit "N-6": (i) Seller has no actual knowledge of the presence of any hazardous substances on the Property; and (ii) Seller has not received written notice from any applicable governmental authority, and Seller has no actual knowledge that Seller or any other person has generated, used, transported, treated, stored, released or disposed of any hazardous substances on the Property in violation of any applicable law. Buyer acknowledges that any items appearing on Buyer's environmental reports will constitute matters appearing on Exhibit "N-6" at the time of Closing, and will be acceptable to Buyer, provided Closing occurs. (9) Seller has received no written notice from any insurance carrier of the existence of defects or inadequacies in the Property which if not corrected would result in termination of insurance coverage or increase its cost. (10) There are no options, rights of first refusal, conditional sales agreements or other arrangements, whether oral or written, which affect any portion of or all the Property except as set forth in Exhibit "N-7". (11) Seller is not a "foreign person" and will deliver to Buyer at Closing, an affidavit certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended, in the form attached hereto as Exhibit "N-10". (12) There are no Leases or any other tenancies for any space in the Real Property other than those set forth on Exhibit "C" attached hereto and any additional Future Leases. (13) All Personal Property is owned by the Seller free and clear of any liens or security interests other than the Permitted Exceptions. (14) Seller has the requisite partnership power and authority to execute, deliver and perform this Agreement, and the documents and instruments to be executed in connection herewith (the "COLLATERAL DOCUMENTS"). The execution, delivery and performance of this Agreement and the Collateral Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary partnership -21- 22 action on the part of Seller and require no further authorization or consent by Seller. To Seller's actual knowledge, this Agreement is, and the Collateral Documents, when executed and delivered shall be, valid and binding obligations of Seller, enforceable in accordance with their terms. (15) Neither the execution and delivery of this Agreement or the Collateral Documents nor the consummation of the transactions contemplated hereby or thereby in the manner herein or therein provided, nor the fulfillment of or compliance with the terms and conditions hereof shall: (i) contravene any provision of the Partnership Agreement or Bylaws of Seller; (ii) violate, be in conflict with, constitute a default under, cause the acceleration of any payments pursuant to, or otherwise impair the good standing, validity, or effectiveness of any agreement, contract, indenture, lease, or mortgage, or subject any properties or assets of Seller to any indenture, mortgage, contract, commitment, or agreement, other than this Agreement, to which Seller is a party or by which Seller or the Property is bound or subject the Property to any lien, claim, charge or encumbrance; or (iii) violate any provision of law, rule, regulation, order, permit, or license to which Seller or the Property is subject or pursuant to which Seller conducts its business. (16) Seller has not received written notice of any, and to Seller's actual knowledge there are no, pending special assessments affecting the Property, whether or not a lien thereon, which shall not be paid in full by Seller prior to Closing, nor does Seller have any actual knowledge of any proceeding pending for any increase of the assessed valuation of any portion of the Land or the Property. (17) Except as set forth in Exhibit "N-5", to Seller's actual knowledge, all debts, liabilities, and obligations of Seller arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts' payable, and the like have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date. -22- 23 (18) The zoning classification of the Property is GB2 under the Zoning Ordinance of Voorhees Township. (19) The Exhibits and Schedules attached hereto are, to Seller's actual knowledge, true, correct and complete in all material respects as of the date of this Agreement. (20) To Seller's actual knowledge, the Property is not subject to any roll-back or agricultural taxation or other tax abatement program. (21) In connection with the sale by Seller of approximately 69.43 acres of land to Quaker Group, Associate, L.P., (a) the escrow in connection with street lighting in the amount of $80,000, as set forth in the Escrow Agreement dated April 20, 1995 referred to in Exhibit "B" hereto, is in place; (b) the escrow in connection with the construction of a sanitary sewer pumping station and other sanitary sewer work in the amount of $112,500, as set forth in the Escrow Agreement dated April 20, 1995 referred to in Exhibit "B" hereto, is in place; and (c) the escrow in connection with the construction of force main work in the amount of $250,000, as set forth in the Escrow Agreement dated April 20, 1995 referred to in Exhibit "B" hereto, has been terminated and the escrow monies have been returned to Seller. To Seller's actual knowledge, the amounts escrowed above are sufficient to cover the cost of the work intended to be covered by such escrowed amounts; however, Seller makes no representation (i) that the escrowed amounts are sufficient to cover the cost of the entire work of which the escrowed amounts are a part; nor (ii) as to the effect, if any, of any decision by Voorhees Township to change the scope, location or type of work covered by such escrows. (22) All public utilities, including connection and permanent right to discharge sanitary waste into the collector system of the appropriate sewer authority serving the existing Improvements, are installed and operating, and all installation and connection charges payable by Buyer relating to the existing Improvements have been paid in full or otherwise escrowed and disclosed to Buyer. Seller has informed Buyer of the possibility that the Township of Voorhees may be altering the location of certain sanitary sewer facilities. (23) Beth El has obtained final unappealable P-1 approval for its proposed development of the Beth El Site. Beth El has also obtained subdivision approval for the Beth El Site, subject to the appeal period which expires on March 18, 1997. (24) Except as set forth in Exhibit "N-8", Seller -23- 24 has received no written notice from a governmental authority that Seller is currently in noncompliance with any applicable agreement with Voorhees Township or Camden County or any other county, municipal or other governmental or quasi-governmental agencies or authorities respecting the ownership, development and operation of the Property and all portions thereof. (25) Schedule "N-9" reflects the amount of delinquent assessments payable to Main Street Council as of December 31, 1996. (26) Seller has paid all real estate taxes applicable to the Property for which Seller is responsible. Seller agrees to renew the foregoing representations and warranties at the Closing Date to the extent such representations and warranties shall remain true and correct to Seller's actual knowledge at and as of the Closing Date. To the extent a representation requires updating in order to be true and correct as of the Closing Date, Seller will notify Buyer to such effect. (b) Buyer hereby represents and warrants as follows, all of which shall be true and correct at, and as of, the Closing Date: (1) To the best of Buyer's knowledge, the financial information of Buyer attached hereto as Exhibit "O" is true and correct in all material respects as of the Execution Date and Buyer has no actual knowledge of any event, the occurrence of which would have a material adverse impact on the financial condition of Buyer. (2) Buyer is a Maryland real estate investment trust duly formed and validly existing under the laws of the State of Maryland, and is in good standing in the State of New Jersey, with full and complete authority to enter into this Agreement and to consummate the transactions contemplated herein. (3) The signatories for Buyer are authorized and empowered pursuant to all governmental and other necessary authorities to bind Buyer to this Agreement and all transactions contemplated herein. To Buyer's actual knowledge, this Agreement is, and the Collateral Documents, when executed and delivered shall be, valid and binding obligations of Seller, enforceable in accordance with their terms. (4) (i) Buyer has the requisite power and authority to execute, deliver and perform this Agreement, and the Collateral Documents; and (ii) the execution, delivery and performance of this Agreement and the Collateral Documents and the consummation of the -24- 25 transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Buyer and require no further authorization or consent by Buyer. (c) (1) As used in this Agreement, the "knowledge" or "actual knowledge" of Seller shall be deemed to be limited solely to that of Stephen H. Osburn, Paul Mulholland, and Rudolf Hanisch, the President, Senior Vice President and Vice President of the corporation which is the managing general partner of Seller, and Robert Jones, James Brown, and John Fox, employees of Seller. Seller shall incur no liability with respect to any representation or warranty contained in this Agreement unless such liability is based upon a fact which was within the actual knowledge of the above-named representatives of Seller and which is not within the actual knowledge of Buyer, as of the Closing Date. Nothing in this Paragraph shall create any personal liability in any of the above-named representatives of Seller. (2) As used in this Agreement, the "knowledge" or "actual knowledge" of Buyer shall be deemed to be limited solely to that of Gerard H. Sweeney and John Adderly, the President/CEO and Vice President, respectively, of Buyer. Buyer shall incur no liability with respect to any representation or warranty contained in this Agreement unless such liability is based upon a fact which was within the actual knowledge of the above-named representatives of Buyer and which is not within the actual knowledge of Seller, as of the Closing Date. Nothing in this Paragraph shall create any personal liability in any of the above-named representatives of Buyer. 9. Access to the Property. (a) Buyer and/or its agents and representatives shall have the right, during normal business hours and after reasonable advance notice, to enter upon the Real Property at any time prior to the Closing Date, accompanied by an agent of Seller (if made available by Seller), for purposes of conducting such inspections, investigations and/or studies as Buyer deems reasonably necessary ("BUYER'S DUE DILIGENCE ACTIVITIES"). Buyer's access to the Real Property shall be accompanied by a representative of Seller (if made available by Seller), and shall be subject to the rights of the Tenants and other occupants and owners at Main Street. Buyer shall not unreasonably disturb any of the Tenants or other occupants or owners at Main Street in conducting its inspections, tests and studies. Buyer shall not engage in any activity in or about the Property which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. Except for typical environmental Phase I testing -25- 26 (concerning which Buyer shall be responsible for the restoration of any damage), Buyer shall not make any physical changes to the Real Property without Seller's prior written consent. Buyer shall not contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of Seller, except that Buyer may contact Voorhees Township and Camden County officials upon prior notice to Seller. If Buyer violates its obligations under this Paragraph 9 or in the event of any physical damage to the Real Property or any Personal Property resulting from the exercise by Buyer of its rights under this Paragraph 9, Buyer hereby agrees to restore such Real Property or Personal Property to its condition prior to incurring such damage and shall indemnify and hold harmless Seller from and against all physical damage to the Real Property or Personal Property, personal injury, and/or any other claims or liability which may occur as a result of Buyer's tests and investigations. The provisions of this Paragraph 9 shall survive Closing or other termination of this Agreement. (b) Buyer acknowledges that Seller has made available to Buyer at Seller's offices copies of the documents and items described on Schedule "P" with respect to Due Diligence Activities. Except as otherwise provided herein, Seller makes no representation or warranty whatsoever, express or implied, as to the content, completeness or accuracy of any of the documents and items described on Schedule "P". (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in substantially the form set forth on Exhibit "Q-1", as such form may be modified on an individual basis to comport with the circumstances of an individual tenancy ("ESTOPPEL"), from each of the Tenants leasing space in the Property as of the Effective Date; provided, however, that Seller shall not be required to obtain and deliver to Buyer an Estoppel from a Tenant whose lease expires prior to the Closing Date. Seller shall use reasonable efforts to deliver to Buyer, prior to the Due Diligence Termination Date, an Estoppel from Tenants leasing all of the space in the Property; provided, that Seller shall, as an express condition to Buyer's obligations under this Agreement, obtain Estoppels from at least eighty (80%) percent of the total leased rentable square footage of office space in the Property which is under lease as of the Execution Date, and which shall include Estoppels from those Tenants leasing the four (4) largest amounts of space in the Plaza 1000 Building, along with Cooper Hospital, a tenant of a portion of the Piazza Commercial Space, and West Jersey Hospital, a tenant of a portion of the Promenade Commercial Space (the "ESTOPPEL STANDARD"). If, prior to Closing, Seller does not obtain Estoppels from all of the Tenants but does obtain enough Estoppels from a sufficient number of tenants then leasing space in -26- 27 the Property to cause Seller to meet the Estoppel Standard, then Seller shall provide its own Estoppel in the form set forth in Exhibit "Q-2" ("SELLER'S ESTOPPEL") with respect to such Tenants for which Seller did not deliver an Estoppel. Each Seller's Estoppel shall survive for a period expiring on the earlier to occur of (i) the date Seller delivers to Buyer an Estoppel from the appropriate Tenant confirming the information of the applicable Seller Estoppel or (ii) six (6) months from the Closing Date. Seller makes no representation or warranty whatsoever, express or implied, as to the content, completeness or accuracy of any of the information set forth in any Estoppel; provided, Seller shall provide to Buyer an explanation in writing, within five (5) business days of receipt by Seller from Buyer of a request for explanation, of all material discrepancies contained in a particular Estoppel from the form of Estoppel submitted to such Tenant by Seller, which explanation must be reasonably satisfactory to Buyer in order for Buyer to be required to accept such Estoppel. An Estoppel which contains material discrepancies and for which Seller does not or can not provide to Buyer reasonable explanation therefor (a "DEFECTIVE ESTOPPEL") shall not be included when determining the sufficiency of Estoppels to meet the Estoppel Standard. If, prior to Closing, Seller does not obtain Estoppels from enough of the Tenants to achieve the Estoppel Standard (an "ESTOPPEL DEFICIENCY"), Buyer can terminate this Agreement, whereupon the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations to the other; or Buyer can elect to accept Seller's Estoppels for all undelivered Estoppels constituting the Estoppel Deficiency, in which case Seller shall have the right, but not the obligation, to deliver such Seller Estoppels; and provided further, that nothing in this Agreement shall require Seller to deliver any Estoppel which contains information which Seller does not believe is fully accurate. (d) Buyer has informed Seller that Buyer does not intend to assume any of the employees of Seller. Notwithstanding the previous sentence, Buyer shall be authorized, not earlier than two (2) days before the Closing Date, to communicate with Seller's employees for purposes of employing such employee after the Closing Date. Buyer is further authorized to employ any of Seller's employees after the Closing Date. The provisions of this Paragraph 9D(1) shall survive Closing hereunder. (e) (1) If Buyer discovers what would normally qualify as a Due Diligence Defect but for the failure to meet the applicable monetary threshold (i.e. $300,000 in the aggregate for all such Defects)(such monetary threshold amounts are called herein the "DUE DILIGENCE MONETARY THRESHOLDS" and such defects which do not achieve -27- 28 the applicable Due Diligence Monetary Thresholds are called herein "NONMATERIAL DEFECTS"), Buyer shall notify Seller promptly of such information (which notice shall describe the nature of the Nonmaterial Defect(s) and shall include reasonable independent bona fide supporting data) on or before the Due Diligence Termination Date, time being of the essence thereof (and Buyer shall endeavor to advise Seller of any Nonmaterial Defect(s) promptly upon becoming aware of such Defect(s)). Buyer shall have no right to terminate this Agreement based upon the existence of Nonmaterial Defects (based upon independent bona fide supporting data). It is the parties' intentions that Seller shall have the obligation to correct any such Nonmaterial Defect(s), and in such event Buyer shall be responsible for and shall pay the first $150,000 of costs to correct any Nonmaterial Defects, and Seller shall pay and be responsible for the last $150,000 of such costs to correct any Nonmaterial Defects. The time within which the Nonmaterial Defects must be corrected shall be within ninety (90) days from the Closing Date, unless a particular Nonmaterial Defect is incapable of being cured within 90 days, in which event Seller shall proceed to cure such Nonmaterial Defect with reasonable dispatch. (2) If Buyer discovers one or more Due Diligence Defects which exceed the Due Diligence Monetary Threshold, then, subject to Seller's right to cure as set forth below, Buyer shall have the right to terminate this Agreement upon providing Seller written notice thereof (which notice shall describe the nature of the Due Diligence Defect(s) and shall include reasonable independent bona fide supporting data) on or before the Due Diligence Termination Date, time being of the essence thereof (and Buyer shall endeavor to advise Seller of any such Defect(s) promptly upon becoming aware of such Defect(s)). Seller shall have five (5) business days after receipt of Buyer's objections to give Buyer: (i) notice that Seller will cure such Due Diligence Defect(s); or (ii) notice that Seller elects not to cure such Due Diligence Defect(s). If Seller gives notice under clause (i) above, Buyer shall be responsible for and shall pay the first $150,000 of such costs to correct and Seller shall be responsible for and shall pay the remaining costs to correct. If Seller gives Buyer notice under clause (ii) above or fails to timely provide any notice, then either Buyer shall have the right to proceed to Closing, without abatement of any purchase price or any liability to Seller, by giving notice of such intention to Seller within ten (10) days prior to the date of Closing; or if Buyer fails to give such notice, this Agreement shall be null and void and except as expressly provided herein, neither party shall have any liability or obligation to the other hereunder. Upon a termination as aforesaid, the Deposit shall be returned to Buyer. In the event Buyer notifies Seller of a Due Diligence Defect prior to the Due Diligence Date, and Seller elects -28- 29 to cure same, Seller shall have the obligation to correct such Due Diligence Defect. The time within which the Due Diligence Defects must be corrected shall be within ninety (90) days from the Closing Date, unless a particular Due Diligence Defect is incapable of being cured within 90 days, in which event Seller shall proceed to cure such Nonmaterial Defect with reasonable dispatch. (3) The parties agree that Seller's manner of cure may, at Seller's option, be a credit against the Purchase Price equal to the cost of cure of the particular Due Diligence Defect. (4) If Buyer properly elects to terminate this Agreement prior to the Due Diligence Date, then within forty-eight (48) hours after such termination, Buyer shall deliver to Seller any materials or other property of Seller in Buyer's possession, and the results and copies of any tests, surveys and the like performed at the Property (collectively, the "DUE DILIGENCE MATERIALS"), and upon the receipt of such materials, the Deposit shall be returned to Buyer, this Agreement shall be null and void, and the parties shall have no further liability hereunder except as otherwise provided herein. 10. Closing. The closing of the acquisition of the Property (the "CLOSING") shall be held at the offices of Seller's counsel, Blank Rome Comisky & McCauley, Woodland Falls Corporate Park, Cherry Hill, New Jersey, on the Closing Date. Time shall be of the essence in effecting the Closing. The Closing shall begin at 10:00 a.m. on the Closing Date. 11. Damage by Fire or Other Casualty; Condemnation. (a) Seller shall promptly notify Buyer of any fire or other casualty damage or notice of condemnation or eminent domain which Seller receives between the Execution Date and the Closing Date. Seller shall timely notify any insurance companies with respect to any damage and shall promptly submit claims for such damage. (b) If (i) any portion of the Property is damaged by fire or casualty after the Execution Date and is not repaired and restored substantially to its original condition prior to Closing, and (ii) at the time of Closing the aggregate of the estimated cost of repairs and the estimated lost rental income is One Hundred Fifty Thousand Dollars ($150,000.00) or less as determined by an independent adjuster acceptable to Seller and Buyer, Buyer shall be required to purchase the Property in accordance with the terms of this Agreement and, at Closing, Seller shall assign to Buyer all insurance claims and proceeds with respect thereto and shall pay or -29- 30 credit to Buyer the amount of any deductible or uninsured loss with respect to such casualty pursuant to such adjustment. If at the time of Closing the aggregate of the estimated cost of repairing such damage and the estimated lost rental income is more than One Hundred Fifty Thousand Dollars ($150,000.00) as determined by such independent adjuster, Buyer may, at its sole option, (x) terminate this Agreement by notice to Seller, in which event the Deposit shall be returned to Buyer and no party shall have any further liability to any other party under this Agreement, or (xi) proceed to Closing with an assignment of all proceeds of the foregoing. (c) If, prior to Closing, the Property or any part thereof is materially taken by eminent domain, this Agreement shall become null and void at Buyer's option, and upon receipt by Seller of written notice of an election by Buyer to treat this Agreement as null and void, the Deposit shall be returned to Buyer. If Buyer elects to proceed and to consummate the purchase despite said material taking (such election being deemed to have been made unless Buyer notifies Seller to the contrary within ten (10) days after notice from Seller to Buyer of any taking), or if there is less than a material taking prior to Closing, there shall be no reduction in or abatement of the Purchase Price, and Seller shall assign to Buyer all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceeding. For the purpose of this Paragraph, the term "MATERIALLY" shall mean any taking of in excess of ten percent (10%) of the rentable square footage of the Buildings or the taking of a portion of the parking area servicing the Property which reduces the available parking for the Property below the legal minimum number of parking spaces below the zoning ordinance of Voorhees Township. If Buyer elects to proceed to Closing despite a material taking, Seller shall not finalize any settlement agreement with any taking authority relating to the Property without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. 12. Default. (a) If Buyer shall fail to complete Closing in accordance with the terms of this Agreement, or otherwise default on its obligations hereunder, and Seller is not otherwise in default, then, as Seller's sole and exclusive remedy therefor, Seller shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which Seller shall have sustained and suffered as a result of Buyer's default, and, thereupon, this Agreement shall be terminated. It is agreed that the provisions of this Paragraph 12(a) for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Property from -30- 31 sale to the general public at a time when other parties would be interested in purchasing the Property, that Seller shall have sustained damages which will be substantial, but will not be capable of determination with mathematical precision. Therefore, this provision for liquidated and agreed upon damages has been incorporated as part of this Agreement as a provision beneficial to both parties. (b) (1) If Seller willfully fails or refuses to deliver the Deed or other items described in Paragraph 5 hereof in default hereof, upon Buyer's (i) tender of the full Purchase Price and (ii) compliance with the terms and conditions of this Agreement, Buyer shall have the sole option of either (x) terminating this Agreement and receiving the return of the Deposit, plus damages equal to Buyer's actual out-of pocket costs paid to third parties not exceeding, in the aggregate, Sixty Thousand Dollars ("SELLER'S AGREED PAYMENT"), such amount being a negotiated and agreed maximum liability limit for Seller, in which event Seller shall be released and relieved of any further liability and this Agreement shall thereupon be null and void; or (xi) suing Seller for specific performance. (2) Except as specifically otherwise described in this Paragraph 12(b), if Seller shall otherwise default or breach any of the terms or provisions of this Agreement, Buyer shall give Seller notice thereof and afford Seller thirty (30) days within which to cure such default. If Seller fails to cure such default, Buyer's only remedy and Seller's only liability shall be to elect either (i) to have the Deposit returned to Buyer, and thereafter bring an action against Seller to recover actual damages incurred by Buyer equal to not more than Seller's Agreed Payment, such amount being a negotiated and agreed maximum liability limit for Seller, and upon tender, Seller shall be released and relieved of any liability to Buyer, and this Agreement shall thereafter be terminated or (ii) to complete Closing hereunder and thereafter bring an action against Seller to recover actual damages incurred by Buyer equal to not more than Seller's Agreed Payment, such amount being a negotiated and agreed maximum liability limit for Seller. In the event Buyer elects the option described in Paragraph (ii) in the previous sentence, Seller shall be required to close with Buyer, and if Seller willfully refuses to close with Buyer, Buyer shall have the same rights as in Paragraph 12(b)(1) above. (3) As used in this Paragraph 12(b), a breach of this Agreement shall be deemed "willful" only if the cure for such breach is in the reasonable control of Seller and Seller refuses to effectuate such cure. A breach of a representation in this Agreement shall not be deemed "willful". -31- 32 (4) Buyer hereby waives any right which Buyer may have to any lis pendens or other lien or encumbrance against the Property, equitable relief (except as specifically set forth in this Paragraph 12(b)), consequential or punitive damages, loss of profits, costs related to in-house or other overhead allocations, and damages in excess of Seller's Agreed Payment. The remedies set forth herein shall be Buyer's sole remedies pursuant to this Agreement, shall become null and void if Closing occurs, and shall not apply to a defect in title, the remedies for which are set forth in Paragraph 4(b) hereof. 13. Conditions Precedent to Closing. (a) Buyer's Conditions Precedent. (1) Notwithstanding anything contained herein to the contrary, Buyer's obligation to close hereunder is contingent upon the satisfaction of the following conditions: (A) As of the Closing Date, title to the Property shall be as required by Paragraphs 4(a) and 4(b) of this Agreement. (B) All of the representations and warranties of Seller set forth in Paragraph 8(a) of this Agreement shall be true and correct as of the Closing Date, (or if changed, Seller shall set forth such changes, which shall be subject to Buyer's reasonable approval), and Seller having performed to a material extent its obligations under this Agreement. (C) Buyer shall have not terminated this Agreement due to a Due Diligence Defect prior to the Due Diligence Termination Date which is not cured by Seller pursuant to Paragraph 9(e) hereof. (D) Seller shall have received from the Industrial Site Evaluation Element or its successor of the New Jersey Department of Environmental Protection or its successor, at least forty-eight (48) hours before the date of Closing, a non-applicability letter. (E) Subject to Paragraph 15(b), Seller shall have delivered to Buyer a certificate of conformance or conditional certificate of conformance issued by the Township of Voorhees relating to the Property. (F) Buyer shall have received summaries from Seller or counsel for Seller relating to each of the litigation -32- 33 matters set forth on Schedule "N-5" in form reasonably satisfactory to Buyer's counsel. (2) If the foregoing conditions precedent in Paragraph 13(a)(1) are not satisfied within the times required in this Agreement, Buyer may, at Buyer's sole option: (A) terminate this Agreement, whereupon the Deposit shall be returned promptly to Buyer and Seller shall be released of all further rights and obligations hereunder; or (B) waive such condition, in whole or in part, which waiver shall automatically occur if Closing occurs. (C) notwithstanding the above, if the condition not satisfied constitutes a default by Seller, Buyer shall have its rights and remedies under Paragraph 12 above. (b) Seller's Conditions Precedent. (1) Notwithstanding anything contained herein to the contrary, Seller's obligation to close hereunder is contingent upon the satisfaction of the following conditions: (i) All of Buyer's representations and warranties being true and correct to a material extent as of the Closing Date, and Buyer having performed to a material extent its obligations under this Agreement. (ii) Seller having received, on or prior to Closing, from the applicable authorities from Voorhees Township, certificates of conformance/nonconformance to be delivered to Buyer pursuant to Paragraph 13(a)(1)(F) above. (2) If any of the foregoing conditions precedent in Paragraph 13(b)(1) are not satisfied on the Closing Date, Seller may, at Seller's sole option, terminate this Agreement, whereupon the Deposit shall be (i) retained by Seller if the condition not satisfied also constitutes a default by Buyer under this Agreement and (ii) otherwise returned promptly to Buyer; and in either event, Seller shall be released of all further rights and obligations hereunder. -33- 34 14. Operations Prior to Closing. (a) In addition to the covenants contained in the other Paragraphs of this Agreement, Seller covenants that it shall: (1) Maintenance. At all times prior to the Closing Date, maintain the Property as required in this Agreement. (2) Alterations. Not make or permit to be made any alterations, improvements or additions to the Property without the prior written consent of Buyer, except those made by tenants pursuant to the right to do so under their Leases, or by Seller if required under any Lease or by applicable law or ordinance, or by Seller's casualty insurer, or otherwise in the ordinary course. (3) Lease. Deal with the Leases and the Tenants as required in this Agreement. (4) Security Deposits. Not apply any Tenant's security deposit to the discharge of such Tenant's obligations without prior notice to Buyer, and not release any security deposit, other than as required by such Tenant's Lease, without Buyer's consent. (5) Bill Tenants. Timely bill all Tenants for all rent billable under Leases, and use its commercially reasonable efforts (which shall not require Seller to institute suit) to collect any rent in arrears. (6) Notice to Buyer. Notify Buyer promptly of the occurrence of any of the following: (i) a fire or other casualty causing damage to the Property, or any portion thereof; (ii) receipt by Seller or its agent of notice of eminent domain proceedings or condemnation of or affecting the Property, or any portion thereof; (iii) receipt by Seller or its agent of a notice from any governmental authority or insurance underwriter relating to the condition, use or occupancy of the Property, or any portion thereof, or setting forth any requirements with respect thereto; (iv) receipt by Seller or its agent or delivery of any default or termination notice or claim of offset or defense to the payment of rent from any tenant; -34- 35 (v) receipt by Seller or its agent of any notice of default from the holder of any lien or security interest in or encumbering the Property, or any portion thereof; (vi) receipt of notice of any actual or threatened litigation against Seller or affecting or relating to the Property, or any portion thereof, which might affect Buyer or the Property were Closing to be completed; (vii) the commencement of any strike, lock-out, boycott or other labor trouble affecting the Property, or any portion thereof. (viii) receipt by Seller or its agent of notice from a Tenant of its exercise or nonexercise of an option of renewal, expansion or other right. (8) No New Agreements. Except for agreements which can be terminated on not more than thirty (30) days' notice, not enter into any other agreements which affect the Property or the transactions contemplated by this Agreement, without the prior written consent of Buyer; and not permit the creation of any liability which shall bind Buyer or the Premises after Closing beyond thirty (30) days, other than real estate taxes, special assessments or utility charges. (9) Tax Disputes. Notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to prior tax assessments, without Buyer's prior written consent. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, adjusted for reimbursements due from or due to tenants pursuant to their Leases as agreed by Seller and Buyer, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. (10) SEC Reporting Requirements. If it becomes reasonably necessary to do so in order to comply with applicable securities laws or the rules or regulations of the Securities and Exchange Commission, for the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, Buyer and Buyer's agents, at their sole cost and expense shall have the right to inspect and to obtain copies of Seller's books and records which are in Seller's possession supporting the operation of -35- 36 the Property for the twelve (12) month period preceding the Closing Date. Buyer shall give reasonable prior notice to Seller when Buyer wishes to exercise its right to inspect such books and records. Such inspection shall take place at the office of Seller during normal business hours on a date and at a time reasonably convenient to Seller and Buyer. Seller shall not be required to generate any documentation or generate or execute any information any by reason of this Paragraph. (c) Without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed, Seller shall not until the termination of this Agreement (whether or not such termination was made with just cause): (i) accept, consent to or permit the acceptance of any prepayment of rent for more than thirty (30) days in advance by any Tenant under any of the Leases; (ii) enter into or consent to any amendment, or accept any termination or cancellation of any existing Lease, except in accordance with the terms of such Lease, in connection with the enforcement of such Lease, or except as set forth in Exhibit "R" which Buyer has approved in advance; or (iii) extend any existing Lease (provided that any renewal, expansion or other option presently contained in a Lease may be exercised without the consent of Buyer) or enter into any Future Leases, except as set forth in Exhibit "R" which Buyer has approved in advance, and provided Seller uses its standard form of lease for the Property, subject to ordinary negotiations, and provided that the final terms of such lease are consistent with Exhibit "R" or are otherwise approved by Buyer, not to be unreasonably withheld or delayed. Seller agrees to notify Buyer of any Future Leases prior to the Closing Date, and Buyer agrees to reimburse Seller at Closing for any and all costs and expenses in connection with any Future Leases, including without limitation, any tenant fit-out costs and leasing commissions, provided such amounts are consistent with Exhibit "R". 15. Purchase "AS-IS". (a) Buyer hereby acknowledges and agrees, which agreement shall survive Closing hereunder, that in consideration of allowing Buyer to conduct its Due Diligence Activities, Buyer agrees that Seller has afforded Buyer with full and complete opportunity to make its own independent investigation of the Property and of all financial and other matters pertaining thereto, including, without limitation, investigation into the current status of the Contracts, Leases, Licenses, utilities and the availability and cost thereof, the compliance of the Property with all applicable laws, including without limitation environmental laws, and that Buyer is acquiring the Property based solely upon such independent investigation in "AS-IS" condition on the Closing Date, without any representations -36- 37 and warranties, including, without limitation, as to the current status of any matter except as such representation or warranty may be expressly set forth herein, without reliance upon any information, data or projections produced by Seller. Buyer acknowledges receipt (or access to) and review of the documents and information referenced herein and in the exhibits and schedules to this Agreement prior to its execution hereof. As of the completion of Closing, Buyer shall have accepted and assumed the existing status and condition of the Property. At Seller's request, Buyer will, at Closing, reconfirm in writing the provisions of this Paragraph 15. The provisions of this Paragraph 15 shall survive Closing hereunder. (b) In further recognition of Paragraph 15(a) above, the costs associated with any requirements or conditions imposed upon Seller by the Township of Voorhees in connection with the delivery by Seller of a certificate of conformance or conditional certificate of conformance for the Property shall be shared between Buyer and Seller as follows: Buyer shall pay the first $50,000 of such costs; thereafter, Buyer and Seller shall share equally in all costs, if any, in excess of $50,000. Buyer further agrees to cooperate with Seller in connection with Seller's efforts in obtaining the certificate of conformance or conditional certificate of conformance. 16. Brokers. (a) Seller represents to Buyer that Seller has dealt with no real estate broker, dealer or salesman in connection with the subject transaction other than CB Commercial ("SELLER'S BROKER"), whose remuneration Seller, by separate agreement, has agreed to pay. Buyer represents to Seller that Buyer has dealt with no real estate brokers, dealers or salesmen in connection with the subject transaction other than Seller's Broker. Buyer acknowledges and agrees that Buyer has no agreement or agency with any other broker and no responsibility for any commission which any such broker might claim to be due to it, it being expressly understood and agreed that any commission claim which any other broker might have shall be pursuant to a separate agreement with Buyer. (b) Seller shall and hereby agrees to indemnify, defend, and hold Buyer harmless from and against any loss, damage, or claim resulting from a breach of the representations of Seller set forth in Paragraph 16(a) hereof and for any claim or commission which any other broker might make against Seller because of its dealings with Seller. Buyer shall and hereby agrees to indemnify, defend and hold Seller harmless from and against any loss, damage, or claim resulting from the breach of the representations of Buyer set forth -37- 38 in Paragraph 16(a) hereof and for any claim of commission which any other broker might make against Seller because of its dealings with Buyer. (c) The provisions of this Paragraph 16 shall survive Closing hereunder, or any other termination of this Agreement. 17. Notices. All notices, demands, requests or communication required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been properly given or served and shall be effective upon delivery by an internationally recognized overnight delivery service, or upon the date of receipt of a telecopy which is received any business day on or before 5 P.M. in the location of receipt or on the next day after receipt if received by telecopy after 5 P.M. on any business day; provided, however, the time period in which a response to any notice, demand or request must be given shall commence on the next business day after such posting. Any such notice, demand, request or communication if given to Seller shall be addressed as follows: To the Seller: Radnor-Camco Partnership Suite 208 Plaza 1000, Main Street Voorhees, NJ 08043 Attention: Mr. Rudolf Hanisch FAX # (609 424-9336) With a copy to: Radnor Corporation Ten Penn Center 1801 Market Street Philadelphia, PA 19103 Attention: Mr. Paul Mulholland FAX # (215 977-6342) With a copy to: Blank Rome Comisky & McCauley 1200 Four Penn Center Plaza Philadelphia, PA 19103 Attention: Bruce A. Eisenberg, Esquire FAX # (215-569-5555) and, if given to Buyer, shall be addressed as follows: To the Buyer: Brandywine Realty Trust 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 Attention: Gerard H. Sweeney, President/CEO FAX # (610-325-5622) -38- 39 With a copy to: Brad A. Molotsky, Esquire Eric Stern, Esquire Pepper Hamilton & Scheetz 3000 Two Logan Square Philadelphia, PA 19103 FAX # (215-981-4930) 18. Successors and Assigns. Buyer may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of Seller, which may be withheld for any reason or for no reason. Buyer reserves the right, however, to either assign this Agreement to Brandywine Operating Partnership, L.P., a Delaware limited partnership which is a wholly owned affiliate of Buyer, or a different entity which is a wholly owned affiliate of Buyer, or to direct Seller to convey title to any such entity. Subject to the first sentence of this Paragraph, this Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective successors and assigns, to the same extent as if specified at length throughout this Agreement. 19. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same instruments. 20. Time of the Essence. Time is of the essence of this Agreement. If any time period or date ends on a day or time which is a weekend, legal holiday or bank holiday, such period shall be extended to the same time on the next business day. 21. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Agreement. 22. Captions. The captions contained herein are not a part of this Agreement and are included solely for the convenience of the parties. 23. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the acquisition of the Property, all prior negotiations between the parties are merged by -39- 40 this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement, or any other agreement referred to herein, shall be valid unless in writing and signed by the party against whom it is sought to be enforced. 24. Miscellaneous. (a) Agreement not to be Recorded. Neither this Agreement nor any memorandum thereof shall be recorded with the Register of Deeds or in any other office or place of record, and the placement of this Agreement or any memorandum hereof in any place of record shall automatically render this Agreement null and void. (b) Escrow Agent Exculpation. The parties acknowledge and agree that the Escrow Agent shall have the right to interplead with the Courts in and for all or any portion of the Deposit received by it pursuant to this Agreement in the event of any dispute concerning the Deposit. The parties further agree to equally release, indemnify, defend and save the Escrow Agent harmless from any claims or damages incurred by it (including reasonable attorneys' fees and costs) arising from the performance of its duties as escrow agent hereunder. This release and indemnification shall survive the Closing or other termination of this Agreement. The Escrow Agent shall have no liability with regard to any duty as escrow agent under this Agreement, nor be responsible for the loss of any monies held by it, except in the event of willful misconduct or gross negligence on the part of the Escrow Agent. Notwithstanding its duties as an escrow agent, Escrow Agent shall have the right to represent the Seller or Buyer in connection with this transaction. (c) Seller's Premises. Seller and Buyer agree that Seller, by itself or through an affiliate of Seller, shall have the right to remain in Suite 208 of the Plaza 1000 Building for the calendar year 1997 without the obligation to pay rental or any other expenses, and with the further right to terminate such occupancy at any time upon the giving of 60 days notice. Prior to Closing, Seller will execute a lease with an affiliate of Seller on Seller's standard lease form to confirm the terms of Seller's continued occupancy set forth in this Paragraph. -40- 41 (d) Settlement Agreement with Canuso. (i) Reference is made to that certain Settlement Agreement dated as of May 16, 1994 (the "CANUSO SETTLEMENT AGREEMENT") by and between Seller (formerly known as Radnor-Canuso Partnership), individuals and entities known as "The Canuso Group", and entities known as "The Radnor Group". Conditioned upon compliance by Buyer with Paragraph 24(e)(ii), Seller has made the Canuso Settlement Agreement available to Buyer and calls to Buyer's attention, in particular, Paragraphs 4B(3) (relating to obligations concerning the lease with Main Street Pub), 4B(4) (relating to obligations concerning the lease with Jonnac, Inc.), 4B(5) (relating to notice obligations to John Canuso), and 5(c) (relating to a purchase option of certain property defined therein as "Limited Main Street Facilities"). (ii) Buyer acknowledges that the Canuso Settlement Agreement contains provisions regarding its confidential nature, that Seller has made the Canuso Settlement Agreement available to Buyer because of the effect of certain provisions of the Canuso Settlement Agreement on the Property, and that Buyer shall maintain the confidentiality of the Canuso Settlement Agreement to the fullest extent possible. To that end, Buyer covenants that it shall not communicate the terms or any other aspect of the Canuso Settlement Agreement with any person or entity other than Seller, Buyer's counsel, accountants, lenders and other professionals, and the communication of such terms with any person or entity other than the foregoing shall require Seller's prior consent. (e) Buyer acknowledges that Seller has informed Buyer of the following with respect to the Property: (i) The Mansion utilizes a portion of the surface parking lot as a cordoned-off parking area serving its operations. While Seller has permitted such practice, there are no written agreements respecting such practice. (ii) The parcels identified on Exhibit "A-2" as "Office A" and "Office B", and a portion of the Beth El Site, currently contain surface parking which are temporary. (iii) The parcel identified on Exhibit "A-2" as "Office /Retail" contain below-surface building footings from a once-planned additional Piazza building. 25. Attorneys' Fees. If any action or dispute arises related to or as a result of this Agreement, the prevailing party shall be -41- 42 entitled to recover court costs and reasonable fees of outside attorneys and professional assistants (whether in court or out), through all appellate levels and in any administrative or arbitration hearings. 26. Confidentiality. Buyer covenants that it shall not communicate the terms or any other aspect of this transaction prior to the Closing with any person or entity other than Seller, and third party consultants and the Securities Exchange Commission, to the extent required by applicable laws. Buyer acknowledges and agrees that it will not contact or attempt to contact any of the Tenants prior to Closing except in a manner approved in advance by Seller, nor contact any Tenant in person unless accompanied by an agent for Seller. In addition, Buyer covenants that it shall conduct its investigations as described herein with the highest degree of confidentiality. 27. Limitation of Liability. Buyer is a Maryland real estate investment trust. In no event shall any trustee, officer, director or employee of Buyer be personally liable for any of the obligations of Buyer under this Agreement or otherwise. Seller is a general partnership. In no event shall any officer, director or employee of any partner of Seller be liable for any liabilities or obligations under this Agreement or otherwise. 28. Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstance shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 29. Reaccess to Documents. Provided Seller exercises its rights herein in a manner which does not unreasonably interfere with Buyer, Buyer agrees that Seller shall, at Seller's expense, have the right, upon reasonable notice to Buyer, to reexamine and copy at Buyer's offices any documents provided by Seller to Buyer pursuant to Seller's obligations under this Agreement to accommodate any audit which Seller may undertake or to which Seller must by law respond. The provision of this Section 29 shall survive Closing. 30. Return of Documents. If Buyer terminates this Agreement of Sale, Buyer agrees that it shall promptly return to Seller all documents and items received by Buyer from Seller in connection with -42- 43 the transactions contemplated by this Agreement. The provisions hereof shall survive such termination. 31. Retention of Causes of Action. Buyer and Seller acknowledge and agree that all claims, causes of actions and/or suits inuring to the benefit of Seller which accrue through the Date of Closing shall be retained by Seller and shall not be made a part of the transactions herein. 32. Beth El Site. (a) Reference is made to that certain Agreement of Sale dated February 6, 1996, as amended (the "BETH EL AGREEMENT") between Seller and Congregation Beth El, a New Jersey religious corporation ("BETH EL"), regarding the sale to Beth El of the Beth El Site. All rights and obligations of Seller under the Beth El Agreement, including without limitation the right to sale proceeds, shall not be a part of the transactions under this Agreement, but instead shall remain with Seller and shall not be assigned to Buyer, except that the right of first refusal set forth therein shall inure to Buyer's benefit and shall be assigned to Buyer only if closing occurs under the Beth El Agreement and hereunder. Seller shall be fully authorized to take all actions necessary to close under the Beth El Agreement. Buyer hereby agrees to cooperate with Seller, at no cost to Buyer, fully in connection with the Beth El Agreement, including without limitation the execution of all plans, plats and permits, and amendments to the Declaration, all as directed by Seller. (b) In the event that Closing under the Beth El Agreement occurs prior to Closing hereunder, Seller shall notify Buyer of such event, and Buyer and Seller shall execute an amendment to this Agreement of Sale confirming such event, along with the fact that the Purchase Price shall be reduced by the amount of One Million Nine Hundred Thousand Dollars ($1,900,000). (c) In the event that Closing under the Beth El Agreement does not occur prior to Closing hereunder, the following provisions shall apply: (1) At Closing, Seller shall convey the Beth El Site to Buyer and Buyer and Seller shall execute an agreement attached hereto as Exhibit "S-1" (the "BETH EL SITE AGREEMENT") providing, in substance, the following: (i) The provisions of Paragraph 32(a) shall continue to apply to Beth El; -43- 44 (ii) In the event Beth El does not become the purchaser of the Beth El Site, the provisions of Paragraph 32(a) above shall likewise apply to any other buyer; (iii) In the event the Beth El Site is not sold to a third party within five (5) years from the date of Closing hereunder, Buyer shall pay Seller the sum of One Million Nine Hundred Thousand and 00/100 ($1,900,000.00) Dollars, and in such event Seller shall have no further interest in the Beth El Site or any sales proceeds in connection therewith; (2) To secure Buyer's obligations in this Paragraph 32(c), and in the Beth El Site Agreement, Buyer shall execute and deliver to Seller at Closing a mortgage in the form attached hereto as Exhibit "S-2" ("MORTGAGE") in the amount of One Million Nine Hundred Thousand Dollars ($1,900,000.00). The Mortgage shall be a first lien on the Beth El Site, and Buyer shall not encumber the Beth El Site with any mortgage lien superior to the Mortgage. 33. Indemnification. (a) By Seller. From and after the Closing Date, Seller shall indemnify and hold harmless Buyer, and its respective trustees, directors, officers and employees, from and against any and all Losses which Buyer may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of: (i) any misrepresentation or breach of warranty by Seller contained in this Agreement, subject to any time limitations set forth in this Agreement; (ii) the breach of any covenant or agreement of Seller contained in this Agreement which expressly survives Closing under the provisions of this Agreement, subject to any time limitations set forth in this Agreement; and (iii) all litigation set forth in Exhibit "N-4" hereto. (b) By Buyer. From and after the Closing Date, Buyer shall indemnify and hold harmless Seller, and its respective trustees, directors, officers and employees, from and against any and all Losses which Seller may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (i) any misrepresentation or breach of warranty by Buyer contained in this Agreement, subject to any time limitations set forth in this Agreement; and (ii) the breach of any covenant or agreement of Buyer contained in this Agreement which expressly survives Closing under the provisions of this Agreement, subject to any time limitations set forth int this Agreement. -44- 45 (c) Notice. Promptly after receipt by an aggrieved party entitled to indemnification (the "INDEMNIFIED PARTY") of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "THIRD PARTY ACTION") or promptly after the Indemnified Party incurs a Loss or has knowledge of the existence of a Loss, the Indemnified Party will, if a claim with respect thereto is to be made against the party who is obligated to indemnify the Indemnified Party (such other Party is called the "INDEMNIFYING PARTY") due to the Indemnifying Party's obligation to provide indemnification hereunder, give Indemnifying Party written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve Indemnifying Party of any of its obligations hereunder. Promptly after receiving such notice, Indemnifying Party will, upon notice to the Indemnified Party, have the right to assume and control the defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by Indemnifying Party that Indemnifying Party shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, Indemnifying Party shall be responsible to satisfy and discharge such Third Party Action. Indemnifying Party shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of the Indemnified Party for any liability to all claimants under or pursuant to such Third Party Action. The Indemnified Party shall have the right to participate in any such defense, contest or other protective action at its own cost and expense. 34. Survival of Representation and Warranties. The representations and warranties hereof, and the indemnities relating to the representations and warranties hereof, and the covenants which expressly survive Closing, shall survive the Closing and shall remain in full force and effect thereafter for a period of one (1) year, unless a longer time is expressly provided. Notwithstanding the previous sentence, the representations set forth in Paragraphs 6(e)(vi), 8(a)(1), 8(a)(14), 8(a)(20), 8(a)(26), 8(b)(2), 8(b)(4) and 16(b) shall survive until the expiration of the applicable statute of limitations. -45- 46 IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have duly executed this Agreement as of the day and year first above stated. WITNESS: SELLER: RADNOR-CAMCO PARTNERSHIP, a New Jersey general partnership By: Radnor/Main Street Corporation, a Delaware corporation By: /s/ Rudolph Hanich, Sr. ----------------------------- Date of Execution: February 21, 1997 Name: Rudolph Hanich, Sr. Title: Senior Vice President WITNESS: BUYER: BRANDYWINE REALTY TRUST, a Maryland real estate investment trust By: /s/ Gerard H. Sweeney ----------------------------- Date of Execution: February 21, 1997 Name: Gerard H. Sweeney Title: Chief Executive Officer and President -46- 47 Radnor Corporation, a Pennsylvania corporation, the parent corporation of the partners of Seller, hereby joins in this Agreement of Sale for the sole purpose of guaranteeing the obligations of Seller described in Paragraph 33 above. RADNOR CORPORATION By: ----------------------- Name: Title: Date of Execution: ---------------------- -47- -----END PRIVACY-ENHANCED MESSAGE-----