CONTRACT OF SALE

CONTRACT OF SALE, made as of the day of _____________ , 19___,
by and between __________________________________, a Delaware corporation with an office c/o __________ _________________ , New York, New York (hereinafter called "Seller"), and ___________________ ___________________ , a New York corporation with an office at ______ _________________ , New York, New York (hereinafter called "Purchaser").

In consideration of the purchase price hereinafter provided for and the other covenants and conditions herein contained, Seller agrees to sell and Purchaser agrees to purchase the real property located at Block ______ , Lot _____ , in the County, City and State of New York, including all buildings, building equipment and improvements thereon, a legal description of which is set forth in Schedule "A" attached hereto (the "Premises"), together with all easements, rights of way, privileges and appurtenances belonging or inuring to the benefit of the Premises, including all of Seller's interest in any strips and gores lying between the Premises and adjoining property or any street, road or avenue, opened or proposed, including any after-acquired title or reversion in and to the same.

This sale is upon the following terms and conditions:

1. PURCHASE PRICE: The purchase price for the Premises is (the "Purchase Price"), payable by Purchaser as follows:

(a) A down payment in the sum of on account of the Purchase Price (the "Down Payment") upon execution of this Contract, by good check, drawn on a bank which is a member of the New York Clearinghouse, payable to , as escrow agent (the "Escrow Agent") or by depositing with Escrow Agent an irrevocable unconditional letter of credit issued by a bank which is a member of the New York Clearinghouse acceptable to Seller, naming Escrow Agent as the beneficiary thereof (the "Letter of Credit"). The proceeds of said check or the Letter of Credit (or if drawn upon, the proceeds thereof), as the case may be shall be held by the Escrow Agent in accordance with the terms of this Contract. If such check shall fail collection, Seller, in addition to any other remedy it may have, may cancel this Contract. The Letter of Credit shall be payable to the Escrow Agent upon presentation of a sight draft from Seller stating that Purchaser is in default of this Contract. If such sight draft shall be dishonored, Seller, in addition to any other remedy it may have, may cancel this Contract. Such sight draft shall be binding upon the issuer of the Letter of Credit, but the issue of Purchaser's default may be subject to contest by Purchaser.

(b) At the Closing in Acceptable Funds, as hereinafter defined, if the Down Payment shall be applied against the Purchase Price __________ Dollars ($____________), or if the Down Payment shall be by Letter of Credit, in which case the Letter of Credit shall be returned to Purchaser at the Closing, _____________ Dollars ($ _________ ).

2. ACCEPTABLE FUNDS: All money payable under this Contract, unless otherwise specified, shall be paid in acceptable funds ("Acceptable Funds") which shall mean:

(a) Cash, but not over One Thousand Dollars ($1,000.00).

(b) By wire transfer of immediately available federal funds to an account or accounts designated by Seller.

(c) Any sum of money payable to Seller at the Closing, other than the Purchase Price, may be made by unendorsed check of Purchaser to the order of Seller up to the amount of One Thousand Dollars ($1,000.00).

3. "SUBJECT TO" PROVISIONS: Good and insurable title to the Premises is to be transferred by Seller to Purchaser subject only to:

(i) those matters set forth on Schedule "B" attached hereto ("Permitted Exceptions"),

(ii) the terms and conditions of the lease agreement (the "Lease") between ______________ , as Tenant, dated ____________ , and _________________ .

(iii) such other matters as a title insurance company licensed to do business in the State of New York shall be willing, without special premium, to omit as exceptions to coverage or to except with insurance against collection out of or enforcement against the Premises (provided that, in the event of such exception with insurance against collection out of or enforcement against the Premises, the title insurer shall be willing, without special premium, to omit such exception from Purchaser's mortgagee's title insurance policy).

4. TITLE COMPANY APPROVAL: Seller shall give and Purchaser shall accept such title as any title insurance company licensed to do business in the State of New York will be willing to approve and insure in accordance with its standard form of title policy at standard rates of premium, subject only to the matters provided for in this Contract. If the title commitment to be procured by Purchaser shows exceptions other than Permitted Exceptions and the Lease (the "Title Commitment Objections"), Purchaser shall notify Seller of the Title Commitment Objections within the later of five (5) days from the date of being informed of the Title Commitment Objections by Purchaser's title company or within twenty (20) days from the date hereof. Seller agrees to attempt to correct such Title Commitment Objections within sixty (60) days after receiving Purchaser's notice; provided, however, Seller shall not be required to institute any suit to cure the Title Commitment Objections or to spend any funds for that purpose, except that Seller shall be required to remove Title Commitment Objections which may be satisfied by the payment of a liquidated sum of money only. If the Title Commitment Objections are not cured during such sixty (60) day period, Purchaser, at Purchaser's option, shall elect either to: (i) cancel this Contract, in which event the Down Payment shall promptly be returned to Purchaser, together with the costs incurred by Purchaser for examination of title and survey inspection, and this Contract and all claims, rights and liabilities thereon shall immediately terminate; or (ii) take title to the Premises in its existing condition without reduction of the Purchase Price, in which case Seller shall deliver title to the Premises subject to the Title Commitment Objections, provided, however that if Seller has failed to remove a Title Commitment Objection which may be satisfied by the payment of a liquidated sum of money, the amount thereof (including interest, penalties and recording charges) shall reduce the Purchase Price on a dollar for dollar basis.

5. CLOSING DEFINED AND FORM OF DEED: The term "Closing" means the settlement of the obligations of Seller and Purchaser to each other under this Contract, including the payment of the Purchase Price to Seller and the delivery to Purchaser of a bargain and sale deed with covenants against grantor's acts ("the Deed") in proper statutory form for recording so as to transfer fee simple title to the Premises, free of encumbrances other than Permitted Exceptions and the other matters referred to in paragraph 3 hereof or other exceptions which have been approved by Purchaser in writing.

6. CLOSING DATE AND PLACE: The Closing shall take place at the offices of . Time is of the essence as against Purchaser's obligations hereunder.

Delivery and acceptance of the Deed shall be deemed full compliance with all of the terms of this Contract by Seller and none of Seller's obligations shall survive delivery and acceptance of the Deed except those which are herein expressly provided to survive such delivery.

7. CONDITION OF PREMISES: The Purchaser shall acquire the Premises in their "as is" condition as of the date hereof, subject to ordinary wear and tear, and the terms and conditions of this Contract. Seller has not made and does not make any representations as to the physical condition, income, expense, operation, occupancy, or any other matter related to the Premises except as specifically set forth herein and Purchaser acknowledges that no such representations have been made.

8. STREETS AND ASSIGNMENT OF UNPAID AWARDS: This sale includes all of Seller's ownership and rights, if any, in any land lying in the bed of any street or highway, opened or proposed, in front of or adjoining the Premises to the center line thereof. It also includes any right of Seller to any unpaid award by reason of any taking by condemnation and/or for any damage to the Premises by reason of change of grade of any street or highway. Seller will execute and deliver, at no additional cost to Purchaser, at the Closing, or thereafter, on demand, any proper instruments which Purchaser may reasonably require for the conveyance of such title and the assignment and collection of such award and damages.

9. APPORTIONMENTS: The following are to be apportioned as of midnight of the day before the day of the Closing:

(a) License or permit fees, if any.

(b) Vault charges, if any.

(c) Real estate taxes, ad valorem and personal property taxes, water charges and sewer rents and fuel and utilities.

(d) Utility or other charges.

(e) Rent under the Lease.

10. CLOSING OBLIGATIONS:

(a) At the Closing, Seller shall deliver to Purchaser the following:

(1) The Deed duly executed and acknowledged by Seller and in form for recording sufficient to convey to the Purchaser fee simple title to the Premises free of all liens and encumbrances other than Permitted Exceptions and other matters referred to in paragraph 3 hereof or other exceptions which have been approved by Purchaser in writing.

(2) New York City and New York State Real Property Transfer Tax Returns duly executed by Seller. The requisite New York City and New York State transfer taxes shall be paid by Seller, or at the request of Seller, paid by Purchaser at the Closing, for which payments Purchaser shall be given a credit.

(3) Such other documents as may be reasonably required by Purchaser to effectuate the transactions contemplated hereby.

b) At the Closing, Purchaser shall deliver to Seller the following:

(1) The sum of in Acceptable Funds, subject to adjustment as herein provided.

(2) The New York City and New York State Transfer Tax Returns duly executed by Purchaser.

(3) Such other documents as may be reasonably required by Seller to effectuate the transactions contemplated hereby.

11. USE OF PURCHASE PRICE TO PAY ENCUMBRANCES: If, on the date of the Closing, there may be any liens or encumbrances which Seller is obligated to pay and discharge, Seller may use any portion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously either deliver to Purchaser at the Closing instruments in recordable form and sufficient to satisfy such liens or encumbrances of record together with the cost of recording or filing said instruments; or, provided that Seller has made arrangements with the title company employed by Purchaser in advance of the Closing, Seller will deposit with said title company sufficient monies, acceptable to and required by it, to insure the attaining and the recording of such satisfactions and the issuance of title insurance to Purchaser either free of any such liens and encumbrances, or with insurance against enforcement of same out of the Premises. Purchaser, if request is made at least two (2) days prior to the Closing, agrees to provide at the Closing separate certified checks as requested, aggregating the amount of the balance of the Purchase Price, to facilitate the satisfaction of any such liens and encumbrances. The existence of any such taxes or other liens and encumbrances shall not be deemed an objection to title if Seller shall comply with the foregoing requirements and title shall be insured as herein provided.

12. AFFIDAVITS AS TO JUDGMENTS AND BANKRUPTCIES: If a title examination discloses judgments, bankruptcies or other returns against persons having the same name as, or names similar to the Seller, Seller shall deliver a satisfactory detailed affidavit at the Closing showing that they are not against Seller.

13. PURCHASER'S LIEN: All money paid on account of this Contract and the reasonable expenses of examination of the title to the Premises are hereby made liens on the Premises. Such liens shall not continue after default in performance of this Contract by Purchaser. Neither this Contract nor a Memorandum hereof may be recorded.

14. SELLER'S INABILITY TO CONVEY AND LIMITATION OF LIABILITY: If, subject to the exceptions set forth in paragraph 3 hereof, title is unmarketable or if Seller is unable to transfer title to Purchaser in accordance with this Contract, Purchaser shall have the option of either:

(a) accepting such title as Seller can convey, without abatement of the Purchase Price except as provided in paragraph 4 hereof, or

(b) canceling this Contract in which event Seller's sole liability shall be to cause the Escrow Agent to return the Letter of Credit or refund all money paid on account of this Contract (as the case may be), and any interest earned thereon, and for Seller to pay the net cost of examining title and survey (in which event Purchaser shall forward copies thereof to Seller and same shall become Seller's property).

Upon such return or refund (as appropriate) and payment this Contract shall be in all respects canceled, and neither Seller nor Purchaser shall have any further rights against the other. A lien which may be satisfied by payment of money only shall not be considered an objection which renders Seller unable to transfer title to Purchaser in accordance with this Contract.

15. LIQUIDATED DAMAGES: If Purchaser defaults in its obligations hereunder, Seller's damages shall be deemed liquidated in the amount of the Down Payment, and any interest earned thereon, and Purchaser shall have no other or further liability hereunder.

16. BROKER: Seller and Purchaser each represents and warrants to the other that it has not dealt with any broker in connection with this sale other than ("Broker") and Seller shall pay Broker any commission earned pursuant to a separate agreement between Seller and Broker. Seller and Purchaser shall indemnify and defend each other against any costs, claims and expenses, including reasonable attorneys' fees, arising out of the breach on their respective parts of any representation or agreement contained in this paragraph. The provisions of this paragraph shall survive Closing or, if Closing does not occur, the termination of this Contract.

17. ADDITIONAL REPRESENTATIONS OF SELLER AND COVENANTS OF SELLER:

(a) Seller warrants and represents, as of the date hereof, that:

(1) Seller owns legal and beneficial title to the Premises free and clear of all liens, encumbrances, tenancies and the rights of occupants, except for the Permitted Exceptions and the other matters referred to in paragraph 3 hereof.

(2) To the best of Seller's knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Premises or any portion thereof nor has Seller knowledge that any such action is presently contemplated.

(3) Seller shall transfer and assign to Purchaser at the Closing all transferable licenses and permits owned by Seller and affecting the Premises, if any.

(4) Seller has duly authorized and executed this Contract and this Contract is a legal, valid and binding obligation of Seller.

(5) Except for the Lease, there are no leases or other rights of any party to occupy all or any part of the Premises. The copy of the Lease submitted to counsel for Purchaser is a true, correct and complete copy of the Lease between Seller and ________ _______________ . Said Lease is in force and effect as of the date hereof.

(6) The copy of the "Report of Building Survey to Identify Asbestos - Containing Materials", submitted to counsel for Purchaser is a true, correct and complete copy of such report (Purchaser acknowledges that Seller makes no warranty or representation with respect to the contents thereof).

(7) There are no service contracts or agreements presently in place for the operation and maintenance of the Premises which will be binding upon Purchaser at the Closing.

(b) Seller covenants that, between the date of this Contract and the Closing, it shall:

(1) Keep the Premises insured in accordance with past practices and subject to all existing policy provisions and deductibles against fire and other hazards covered by extended coverage.

(2) Operate and maintain the Premises in a business-like manner and substantially in accordance with Seller’s past practices with respect to the Premises.

(3) Not enter into any service contracts or agreements relating to the operation or maintenance of the Premises or enter into any leases or other agreements for occupancy with respect to the Premises which will bind Purchaser after the Closing. All service contracts and agreements for the operation and maintenance of the Premises shall be terminated at no cost to Purchaser effective as of the Closing.

(4) Not mortgage, encumber, transfer, or otherwise affect the state of title of the Premises in such a way as to deviate from the state of title at the Closing as provided for in this Contract.

The representations contained herein shall also be deemed repeated at the Closing but shall not survive the Closing.

18. EMINENT DOMAIN: CASUALTY LOSS. ETC.:

(a) If, prior to the Closing, any significant portion of the Premises is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), Seller shall notify Purchaser of such fact and Purchaser shall have the option to terminate this Contract upon notice to Seller given not later than ten (10) days after the date Seller notifies Purchaser of the taking. For purposes hereof, a "significant portion" includes any portion of Premises consisting of an area in excess of five percent (5%) thereof, except, that with respect to the portion of the Premises covered by the Lease, a "significant portion" shall consist of an area in excess of twenty five (25%) thereof. In the event Purchaser shall so elect to terminate this Contract, Seller shall immediately upon receipt of such notice cause the Escrow Agent to return to Purchaser the Down Payment with all interest earned thereon, if any, and Seller shall pay the net cost of examining the title and survey inspection charges. Upon the making of such refund and payment, this Contract shall wholly cease and terminate and neither party shall have any further obligation or liability to the other. If Purchaser does not exercise this option to terminate this Contract, or if an insignificant portion of the Premises is taken by eminent domain, Seller shall assign and turn over, and Purchaser shall be entitled to receive and keep, all awards for the taking by eminent domain.

If a material part of the building comprising a part of the Premises is destroyed by fire or other casualty (the term "material" as used herein is deemed to be any destruction greater than "immaterial" as defined below), Seller, upon learning of such occurrence, shall notify Purchaser of such fact and Purchaser shall have the option to terminate this Contract upon notice to Seller given not later than ten (10) business days from the date Seller notifies Purchaser (which notice shall estimate the amount of insurance proceeds recoverable) of such casualty. In the event Purchaser shall so elect to terminate this Contract, Seller shall, upon receipt of such notice cause the Escrow Agent to return to Purchaser the Down Payment and all interest earned thereon, if any. Upon the making of such refund and payment, this Contract shall wholly cease and terminate and neither party shall have any further obligation or liability to the other. In the event Purchaser does not so elect to terminate this Contract as aforesaid, or there is damage to or destruction of an immaterial part of said building by fire or other casualty, Seller shall have no obligation to repair the damage. The Closing shall occur in accordance with the terms of this Contract, and the Seller shall, at Closing, assign its right to receive insurance proceeds in connection with such fire or other casualty to Purchaser. In addition, Seller shall credit Purchaser at Closing with an amount equal to Seller's deductible on its insurance policy as applied by Seller's insurance company to the loss represented by the fire or other casualty described herein. There shall be no further abatement in the Purchase Price.

(c) An "immaterial" part of the building shall be deemed to have been damaged or destroyed if the cost of repair or replacement shall be ____________ Thousand Dollars ($_______ ) or less.

19. NOTICES: All notices or communications required or desired to be given hereunder shall be in writing and shall be given by United States registered or certified mail, return receipt requested, postage prepaid, or by recognized overnight courier and shall be deemed given three (3) days after' mailed or the next business day if sent by overnight courier. Copies of all notices to the Seller shall be given in the aforesaid manner to:

[ADD]

20. DOWNPAYMENT: Purchaser's check for the Down Payment in the amount of payable to the order of _____________ , as Escrow Agent" or the Letter of Credit (as the case may be) shall be delivered by Purchaser to the Escrow Agent at the time of the execution and delivery of this Contract. The parties agree that the Down Payment, and any interest thereon, or the proceeds of the Letter of Credit (if drawn upon in accordance with the term of this Contract), shall be held by the Escrow Agent in an interest-bearing account, or as otherwise provided in this paragraph, and disposed of only in accordance with the provisions of this paragraph

(a) The Escrow Agent shall deliver the Down Payment (if paid by check) and any interest thereon or the Letter of Credit, or the drawn down Letter of Credit, to Seller or Purchaser, as the case may be, upon the following conditions:

(1) To Seller at the Closing upon the transfer of title in part payment of the Purchase Price pursuant to the provisions of subparagraph (1,) of paragraph 1 hereof; or

(2) To Seller, upon receipt of written demand therefor from Seller, stating that Purchaser has defaulted in the performance of this Contract and the facts and circumstances underlying such default; provided, however, that the Escrow Agent shall not honor such demand until more than ten (10) days after the Escrow Agent shall have delivered a copy of such demand to Purchaser, nor thereafter if the Escrow Agent shall have received notice of objection from Purchaser in accordance with the provisions of subparagraph (1) of this paragraph;

(3) To Purchaser, upon receipt of written demand therefor from Purchaser, stating that this Contract has been canceled in accordance with a specified provision hereof or that Seller has defaulted in the performance of this Contract and the facts and circumstances underlying such cancellation or default, as the case may be; provided, however, that the Escrow Agent shall not honor such demand in either case until more than ten (10) days after the Escrow Agent shall have delivered a copy of such demand to Seller, nor thereafter if the Escrow Agent shall have received notice of objection from Seller in accordance with the provisions of subparagraph (b)of this paragraph;

(b) Upon the filing of a written demand for the Down Payment by Purchaser or Seller pursuant to subsections (2) or (3) of subparagraph (a) of this paragraph, the Escrow Agent shall promptly deliver a copy thereof to the other party. The other party shall have the right to object to the delivery of the Down Payment by delivering notice of such objection to the Escrow Agent at any time within ten (10) days after the delivery of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Down Payment. Upon receipt of such notice, the Escrow Agent shall promptly deliver a copy thereof to the party who filed the written demand. Any notice or copy thereof given pursuant to this Article shall be given only in a manner permitted by the provisions of this Contract.

(c) In the event the Escrow Agent shall have received the notice of objection provided for in subparagraph (_______) above within the time therein prescribed, the Escrow Agent shall continue to hold the Down Payment until,

(i) the Escrow Agent receives the joint written direction of both Seller and Purchaser as to the disbursement of the Down Payment, in which case the Escrow Agent shall then disburse said Down Payment in accordance with said direction, or

(ii) in the event of litigation between Seller and Purchaser, the Escrow Agent may deposit the Down Payment with the Clerk of the Court in which said litigation is pending or may retain the Down Payment until a final judgment of the Court shall be entered, in which event the Down Payment shall be disbursed in accordance with the judgment of the Court, or

(iii) in the event of a dispute between the parties, the Escrow Agent may take such affirmative steps as the Escrow Agent may, at the Escrow Agents option, elect in order to terminate the Escrow Agents duties as the Escrow Agent, including but not limited to deposit in Court and an action in interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party. In the event of any litigation or dispute arising between Seller and Purchaser, the parties agree and Purchaser consents that the Escrow Agent may act as counsel for Seller.

(d) The Escrow Agent 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 the Escrow Agent by the provisions of this Contract except for the Escrow Agent's own willful default or gross negligence. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Contract unless the same is in writing and signed by Purchaser and Seller, and, if the Escrow Agent's duties hereunder are affected, unless the Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Purchaser or Seller which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to hold and disburse the Down Payment pursuant to subparagraph (c) of this paragraph and may define to take any other action.

(e) The Escrow Agent may, but shall not be obligated to, use the Down Payment to purchase U.S. Treasury Notes or Bills or may deposit the same in a money market account or other interest bearing account. The party entitled to receive the Down Payment in accordance with the terms hereof shall be entitled to receive the net interest, if any, accrued thereon.

(f) Seller and Purchaser, jointly and severally, agree to and do hereby indemnify and hold the Escrow Agent harmless from any damage, cost, liability or expense (including, but not limited to, reasonable legal fees either paid to retained attorneys or representing the fair value of legal services rendered by the Escrow Agent) which the Escrow Agent may incur by reason of its acting hereunder, without prejudice to any right either party may have to recover from the other party for any such damage, cost, liability or expense.

(g) Notices to the Escrow Agent shall be sent in the manner set forth in this Contract addressed as follows:

[ADD]

21. SURVEY: Purchaser's title company shall prepare or confirm the description of the Premises to be conveyed hereunder in connection with its title report or, at Purchaser's election, Purchaser may order a survey of the Premises. The parties agree, however, that any objection to title based either upon the extent or description of the Premises to be conveyed or upon survey exceptions shall be made within thirty (30) days of the date hereof or shall be deemed waived.

22. ASSIGNMENT: This Contract may not be assigned by Purchaser without the prior written consent of Seller, which consent may be withheld in Seller's sole discretion. No such assignment shall relieve Purchaser of its obligations hereunder.

23. GOVERNING LAW: This Contract shall be construed in accordance with the internal laws of the State of New York.

24. ENTIRE AGREEMENT: All prior understandings and agreements between Seller and Purchaser are merged in this Contract which completely expresses their full agreement. It has been entered into after full investigation, neither party relying upon any statements that are not set forth in this Contract.

25. CHANGES MUST BE IN WRITING: This Contract may not be changed or canceled except in writing. The Contract shall also apply to and bind Seller, its successor and assigns, and Purchaser, his heirs, executors, administrators, successors and permitted assigns. Each of the parties hereby authorizes its or his attorneys to agree in writing to any changes in dates and time periods provided for in this Contract and to give notices in accordance with this Contract.

26. PURCHASER'S DUE DILIGENCE PERIOD: Purchaser shall have a period of _________ (____) days from the date a fully executed copy of this Contract is delivered to Purchaser's counsel (the "Due Diligence Period") to inspect the Premises, including compliance with environmental and other laws, rules and regulations affecting the Premises, upon the terms and conditions herein set forth. Purchaser, and its authorized representatives, upon reasonable advance notice to Seller, shall have the right to enter upon the Premises during regular business hours, in the company of Seller's representatives, to perform such inspections as may be reasonably necessary to allow Purchaser to evaluate the physical condition of the Premises, provided that (i) there shall be no interference, other than in a minimis manner, with the business and operations of Seller in, or about the Premises, (ii) Purchaser shall, at its sole cost and expense, repair any damage caused to the Premises or any adjacent property by reason of the actions of Purchaser or of any employee, agent, contractor, consultant or other third party entering in, on or about the Premises by, through or on behalf of Purchaser, and (iii) Purchaser shall indemnify and hold Seller harmless from and against any loss, liability, damage or expense, including reasonable attorneys' fees, arising out of or in connection with any act or omission taken or suffered by Purchaser or any employee, agent, contractor, consultant or other third party entering in, on or about the Premises by, through or on behalf of Purchaser pursuant to the provisions of this Section. If, for any reason, in Purchaser's sole discretion, Purchaser shall not be satisfied with the physical condition of the Premises, Purchaser shall have the right to terminate this Contract and to recover the Down Payment, together with any interest earned thereon, provided that notice of Purchaser's election to terminate this Contract shall be given to Seller and to the Escrowee not later than the expiration date of the Due Diligence Period. If Purchaser shall fail to give such notices not later than the expiration date of the Due Diligence Period (time being of the essence as to such date), Purchaser shall be deemed to have irrevocably waived its right to terminate this Contract pursuant to the provisions of this paragraph 26 and Purchaser shall be deemed to have accepted the Premises in their condition as of the date hereof, subject to reasonable use, wear, tear and natural deterioration and to the provisions of paragraph 18 hereof, and to changes or damage caused by Purchaser, its employees, agents, contractors, consultants or other third parties entering in, on or about the Premises by, through on or behalf of Purchaser, between now and the Closing, without any reduction in the Purchase Price for any change in such condition by reason thereof subsequent to the date of this Contract.

27. RESPONSIBILITY FOR VIOLATIONS: (a) Except as provided in subparagraph (b) of this Paragraph 27, all notes or notices of violations of law or governmental ordinances, orders or requirements which were noted or issued prior to the date of this Contract by any governmental department, agency or bureau having jurisdiction as to conditions affecting the Premises and all liens which have attached to the Premises prior to the Closing (other than liens arising out of any action by Purchaser or any employee, agent, contractor, consultant or other third party entering in, on or about the Premises by, through or on behalf of Purchaser), shall be removed or complied with by Seller. If such removal or compliance has not been completed prior to the Closing, Seller shall pay to Purchaser at the Closing the reasonably estimated unpaid cost to effect or complete such removal or compliance and discharge same of record, and Purchaser shall be required to accept title to the Premises subject thereto. All such notes or notices of violations noted or issued on or after the date of this contract shall be the sole responsibility of Purchaser.

(b)If the reasonably estimated aggregate cost to remove or comply with any violations or liens which Seller is required to remove or comply with pursuant to the provisions of subparagraph (a) of this paragraph 27 shall exceed __________________ Dollars ($__________) (the "Maximum Amount"), Seller shall have the right to cancel this Contract, in which event the sole liability of Seller shall be to return to Purchaser the Down Payment and any interest accrued thereon, unless Purchaser elects to accept title to the Premises subject to all such violations or liens, in which event Purchaser shall be entitled to a credit equal to the Maximum Amount against the funds payable at the Closing.

(c) If required, Seller, upon written request by Purchaser, shall promptly furnish to Purchaser written authorizations to make any necessary searches for the purposes of determining whether notes or notices of violations have been noted or issued with respect to the Premises or liens have attached thereto.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed as of the day and year first above written.