PURCHASE AND SALE AGREEMENT

between

THE CITY OF PHILADELPHIA,

acting through its Department of Public Property,

Seller

and

____________________________,

Purchaser

Dated as of , 2013

DEFINED TERMS

The following capitalized terms are defined in the respective Section of the Agreement identified

below:

“Affected Area” - as that term is defined in Recital C.

“Agreement” - as that term is defined in the caption.

“Approved Institution” - as that term is defined in Section 17(g).

“Approved Investment” - as that term is defined in Section 17(g).

“Bill of Sale” - as that term is defined in Section 8(b).

“Broker” – as that term is defined in Section 12.

“City” - as that term is defined in the caption.

“Claims” - as that term is defined in Section 11(d).

“Closing” - as that term is defined in Section 4(b).

“Closing Date” - as that term is defined in Section 4(b).

“Construction License” - as that term is defined in Section 5(f).

“Declaration” - as that term is defined in Recital C.

“Deed” - as that term is defined in Section 8(a).

“Deposit” – as that term is defined in Section 2([a/b]).

“Due Diligence Period” - as that term is defined in Section 4(a)(i).

“Effective Date” – as that term is defined in the caption.

“Escrow” - as that term is defined in Section 17(a).

“Hazardous Material” - as that term is defined in Section 11(e).

[“Initial Deposit” - as that term is defined in Section 2(a).]

“Investigations” - as that term is defined in Section 15.

“Laws” - as that term is defined in Section 6(a)(i)(D).

“Lease Assumption” - as that term is defined in Section 8(c).

“Leases” - as that term is defined in Section 1(a)(iii).

“License Assignment” - as that term is defined in Section 8(d).

“Licenses” - as that term is defined in Section 8(d).

“Lower Park Area” - as that term is defined in Recital D.

“Notice of Objection” - as that term is defined in Section 17(e)(i).

“Parking Garage” - as that term is defined in Recital D and Sections 1(a) and 1(b).

“Permitted Encumbrances” - as that term is defined in Section 5(a).

“PPA” - as that term is defined in Section 1(a)(iii).

“PPA Lease – as that term is defined in Section 1(b).

“Property” - as that term is defined in Recital A.

“Property Information” - as that term is defined in Section 16(d).

“Purchase Price” - as that term is defined in Section 2.

“Purchaser” - as that term is defined in the caption.

“Purchaser’s Documents” - as that term is defined in Section 9.

“Purchaser’s Representative” and “Purchaser’s Representatives” - as those terms are defined in

Section 11(d).

“Purchaser’s Termination Notice” - as that term is defined in Section 4(a)(i).

“Recorder’s Office” - as that term is defined in Recital C.

“Seller” - as that term is defined in the caption.

“Seller’s Documents” - as that term is defined in Section 8.

“Seller’s Representative” and “Seller’s Representatives” – as those terms are defined in Section

11(b).

“Southern Portion of Property” - as that term is defined in Recital C.

“Subgrant” - as that term is defined in Section 5(e).

“Survey” - as that term is defined in Section 5(b).

“Surviving Obligations” - as that term is defined in Section 4(a)(ii).

“Title Company” - as that term is defined in Section 5(a).

“Title Report” - as that term is defined in Section 5(a).

“Transaction Entity” - as that term is defined in Section 18.

“Unacceptable Encumbrances” - as that term is defined in Section 5(c).

“Upper Park Areas” - as that term is defined in Recital D.

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of the

date the last party to this Agreement signs the Agreement, as set forth on the signature page

hereto (the “Effective Date”) by and between THE CITY OF PHILADELPHIA, a body politic

and corporate existing under the laws of the Commonwealth of Pennsylvania, acting through its

Department of Public Property (“Seller” or “City”), and [NAME OF PURCHASER], a [type of

entity and state of formation] with a principal place of business at [address] (“Purchaser”).

BACKGROUND

A. Seller is the owner of that certain lot or parcel of ground and all of the

improvements thereon bounded by 15th

Street, John F. Kennedy Boulevard, 16th

Street and Arch

Street in Philadelphia, Pennsylvania (the “Property”).

B. The Property is improved by a park located on the surface, commonly known as

JFK Plaza or LOVE Park, and a 4-level underground parking garage currently consisting of 820

parking spaces.

C. Seller intends to record in the Department of Records of the City of Philadelphia

(the “Recorder’s Office”) a Declaration of Rights, Covenants, Easements and Restrictions

encumbering the Property substantially in the form attached as Exhibit A (the “Declaration”).

The Declaration describes the Property (but without subdividing the Property) as being divided

between the “Affected Area” and the “Southern Portion of the Park,” each as defined in the

Declaration.

D. The Declaration further describes the Affected Area (but without subdividing the

Affected Area) as being divided into three “Units”: the “Upper Park Area,” the “Parking

Garage” and the “Lower Park Area,” each as defined in the Declaration.

E. Immediately after recording the Declaration, Seller intends to convey to Purchaser

the Parking Garage and Purchaser intends to purchase from Seller the Parking Garage, upon the

terms and subject to the conditions set forth in this Agreement. Without limitation, the recording

of the Declaration and the conveyance of the Parking Garage to Purchaser are each subject to

enactment of an ordinance of Philadelphia City Council and signature by the Mayor of

Philadelphia. [ORDINANCE SHOULD BE ENACTED PRIOR TO EXECUTION OF THIS

AGREEMENT. IF SO DELETE PREVIOUS SENTENCE.]

NOW, THEREFORE, in consideration of ten ($10.00) dollars and the mutual covenants

and agreements hereinafter set forth, and intending to be legally bound, the parties agree as

follows:

1. Sale of Parking Garage.

(a) Seller agrees to sell and convey to Purchaser, and Purchaser agrees to

purchase from Seller, at the price, upon the terms and subject to the conditions set forth in this

Agreement, the Parking Garage, together with (i) all easements, rights of way, reservations,

covenants, restrictions, privileges, appurtenances, and other estates and rights of Seller pertaining

to the Parking Garage, as well as any rights accruing to the “Owner” (as defined in the

Declaration) of the Parking Garage under the Declaration; (ii) all right, title and interest of Seller

in and to all equipment, furnishings, fixtures, inventory and other tangible personal property owned

by Seller located in the Parking Garage and used in connection with the operation of the Parking

Garage as a parking garage, but excluding the items of equipment and fixtures described in

Section 2(b); (iii) Seller’s interest as landlord in all leases encumbering the Parking Garage on

the Closing Date, but expressly excluding the PPA Lease (the “Leases”); and (iv) all licenses,

permits and other written authorizations necessary for the use, operation or ownership of the

Parking Garage and in Seller’s possession or control, to the extent assignable (the items listed in

clauses (i)-(iv) above being included in the term “Parking Garage”).

(b) Specifically excluded from the “Parking Garage” and this sale are all

contracts, agreements and items of personal property not described in Section 1(a), as well as the

items described in Schedule 1(b). Without limitation, Seller shall not assign to Purchaser

Seller’s Lease Agreement with the PPA dated as of December 30, 1999 for the Parking Garage

(the “PPA Lease”), any existing management agreements, any deposits with utility companies, or

any contracts or policies of insurance for the Parking Garage.

2. Purchase Price. The purchase price to be paid by Purchaser to Seller for the

Parking Garage (the “Purchase Price”) is ________________________ ($_________________)

payable as follows:

(a) [Acknowledge any deposit required with submissions of Proposals at

the RFP stage (the “Initial Deposit”)].

(b) _________________________ ($___________________) (together

with [the Initial Deposit and] all interest earned thereon [and hereon], the “Deposit”),

simultaneously with the execution and delivery of this Agreement, and as a condition precedent

to the effectiveness of this Agreement, by a bank wire transfer of immediately available funds to

an account designated by Title Company. The Deposit shall be non-refundable except as

expressly provided in this Agreement and shall be held and disbursed by Title Company in

accordance with the provisions of Section 17. Except as expressly otherwise set forth in this

Agreement, the Deposit shall be applied against the Purchase Price on the Closing Date.

(c) The balance of the Purchase Price, _________________________

($___________________), by bank wire transfer of immediately available funds to Title

Company’s account on or before the Closing Date, subject to the prorations and adjustments set

forth in Section 3 or as otherwise provided under this Agreement, plus any other amounts

required to be paid by Purchaser to Seller at Closing, and less any amounts to be paid by Seller to

Purchaser at Closing.

3. Apportionments.

(a) Real Estate Taxes. The Parking Garage has been assigned OPA

Number 88-3-4105-00, but is currently exempt from real estate taxes. Real estate taxes for the

Parking Garage shall be prorated based upon the actual number of days in the calendar year, with

Purchaser being responsible for that portion of that calendar year occurring on and after the

Closing Date, and on the Closing Date, Purchaser shall pay the City all real estate taxes

attributable to the Parking Garage from and after the Closing Date through the end of the then-

current calendar year.

(b) Other Operating Expenses. Operating expenses for the Parking

Garage shall be prorated as of midnight of the day prior to the Closing Date. Seller shall pay all

utility charges and other operating expenses attributable to the Parking Garage to, but not

including the Closing Date and Purchaser shall pay all utility charges and other operating

expenses attributable to the Parking Garage on or after the Closing Date. To the extent that the

amount of actual consumption of any utility service is not determined prior to the Closing Date, a

proration shall be made at Closing based on the last available reading and post-Closing

adjustments between Purchaser and Seller shall be made within twenty (20) days of the date that

actual consumption for the pre-Closing period is determined, which obligation shall survive the

Closing and shall not be merged in the Deed. Seller shall not assign to Purchaser any deposits

which Seller has with any of the utility services or companies servicing the Parking Garage.

Purchaser shall arrange with those services and companies to have accounts opened in

Purchaser’s name beginning at 12:01 a.m. on the Closing Date.

(c) Rents. All collected rents and other payments from tenants under the

Leases shall be prorated between Seller and Purchaser as of midnight on the day prior to the

Closing Date. Seller shall be entitled to all rents, charges, and other revenue of any kind

attributable to any period under the Leases to but not including the Closing Date. Purchaser shall

be entitled to all rents (including any additional rent and any accrued tax and operating expense

reimbursements and escalations), charges and other revenue of any kind attributable to any

period under the Leases on and after the Closing Date. Rents or other reimbursements due

landlord under the Leases not collected as of the Closing Date shall not be prorated at the time of

Closing, but Purchaser shall make a good faith effort to collect the same on Seller’s behalf and to

tender the same to Seller upon receipt (which obligation of Purchaser shall survive the Closing

and shall not be merged in the Deed). Purchaser shall not have an exclusive right to collect the

sums due Seller under the Leases and Seller hereby retains its rights to pursue any tenant under

the Leases for sums due Seller for periods attributable to Seller’s ownership of the Parking

Garage. Seller’s rights under the immediately-preceding sentence shall survive the Closing and

shall not be merged in the Deed. Purchaser shall receive a credit against the Purchase Price for

pre-paid rentals held by Seller covering the period post-Closing.

(d) Other Revenues. Seller shall be entitled to all other revenues from the

Parking Garage collected prior to midnight on the day prior to the Closing Date, and Purchaser

shall be entitled to all other revenues from the Parking garage collected on or after midnight on

the Closing Date.

(e) Cash Security Deposits. At Closing, Seller shall give Purchaser a

credit against the Purchase Price in the aggregate amount of any unapplied cash security deposits

then held by Seller under the Leases and any interest thereon, less any administrative or similar

charges to which Seller may be entitled under applicable Laws or the respective Leases.

(f) Apportionment Credit. If the apportionments to be made at the

Closing result in a credit balance (i) to Purchaser, that sum shall be paid at the Closing by giving

Purchaser a credit against the Purchase Price in the amount of that credit balance, or (ii) to Seller,

Purchaser shall pay the amount thereof to Seller at the Closing by wire transfer of immediately

available funds to the account or accounts to be designated by Seller for the payment of the

Purchase Price.

(g) Delayed Adjustment. If at any time following the Closing Date, any

adjustment under any subsection of this Section 3 shall prove to be incorrect (whether as a result

in an error in calculation or a lack of complete and accurate information as of the Closing), the

party in whose favor the error was made shall promptly pay to the other party the sum necessary

to correct that error upon receipt of proof of the error, provided that the proof is delivered to the

party from whom payment is requested within six (6) months after the Closing Date. The

provisions of this Section 3(g) shall survive the Closing and shall not be merged in the Deed.

[NOTE: TO BE COORDINATED WITH PPA]

4. Due Diligence Period and Closing Date.

(a) (i) Notwithstanding anything to the contrary contained in this

Agreement, Purchaser shall have until 5:00 p.m. Eastern Standard Time on [date] (the “Due

Diligence Period”) to examine title to the Parking Garage, to inspect the physical and financial

condition of the Parking Garage and to review the Property Information. Purchaser’s right (A) to

undertake its due diligence activities, including the review of all Property Information, and (B) to

enter upon the Parking Garage for the purpose of making inspections and tests, shall at all times

be subject to Purchaser’s compliance with the provisions of Section 15 (including, without

limitation, Purchaser’s obligations contained in Section 15 to obtain and maintain insurance and

indemnify Seller).

(ii) Purchaser shall have the right to terminate this Agreement

by giving written notice (“Purchaser’s Termination Notice”) of its election to Seller at any time

prior to the expiration of the Due Diligence Period. If Purchaser shall timely elect to so

terminate this Agreement, this Agreement shall be terminated and thereafter neither party shall

have any further rights, obligations or liabilities under this Agreement, except as set forth in

Section 15 or as otherwise expressly provided in this Agreement (collectively, the “Surviving

Obligations”), and except that Purchaser shall be entitled to a return of the Deposit provided

Purchaser is not otherwise in default under this Agreement. Notwithstanding the provisions of

Section 19 to the contrary, if Purchaser shall not have provided to Seller Purchaser’s Termination

Notice prior to the expiration of the Due Diligence Period, Purchaser shall be deemed to have

irrevocably waived the right of termination granted under this Section 4(a)(ii), and this right of

termination shall be of no further force or effect.

(b) The delivery of the Deed and the consummation of the transactions

contemplated by this Agreement (the “Closing”) shall take place at the offices of

[______________________], Philadelphia, Pennsylvania on [__________________], 2014 (the

“Closing Date”). If Closing does not occur by the Closing Date, unless otherwise agreed to by

Purchaser and Seller in writing, then provided that title is in the condition required by Section 5

[and the Ordinance Condition has been satisfied], the Title Company shall pay the Deposit to

Seller, this Agreement shall become null and void and of no further force and effect, and

Purchaser and Seller shall thereafter be released of further liability and obligations under this

Agreement except as to any matters which expressly survive the termination of this Agreement.

If title is not in the condition required by Section 5 [and/or if the Ordinance Condition has not

been satisfied], then the previous sentence shall be revised to provide that Escrow Agent shall

return the Deposit to Purchaser.

5. Title.

(a) Purchaser shall obtain from a reputable title insurance company

selected by Purchaser licensed in the Commonwealth of Pennsylvania (the “Title Company”) a

title commitment (the “Title Report”) with respect to the Parking Garage and, on or before the

expiration of the Due Diligence Period, deliver a copy thereof to Seller together with a letter

setting forth Purchaser’s objections to the exceptions to title listed on Schedules B-I and B-II to

the Title Report. Unless Purchaser shall object to any such exception on or before the expiration

of the Due Diligence Period, Purchaser shall be deemed to have consented to all exceptions to

title to the Parking Garage. Seller shall convey and Purchaser shall accept title to the Parking

Garage subject to (i) those exceptions to title listed on Schedule 5(a)(i), (ii) applicable zoning

and building ordinances and land use regulations, (iii) all recorded and unrecorded encumbrances

on title to the Parking Garage (unless objected to as provided above), (iv) such state of facts as

would be disclosed by a physical inspection of the Parking Garage, (v) the lien of taxes not yet

due and payable, (vi) any exceptions caused by Purchaser’s Representatives, and (vii) any other

exceptions that the Title Company shall commit to insure over, without any additional cost to

Purchaser, whether the insurance is made available in consideration of payment, bonding,

indemnity of Seller or otherwise (the foregoing exceptions described in clauses (i) through (vii)

being collectively called the “Permitted Exceptions”).

(b) If Purchaser has any objections to [describe the survey of the Parking

Garage and appurtenances thereto being prepared by Gilmore & Associates] (the “Survey”),

Purchaser shall provide Seller with a letter setting forth Purchaser’s specific objections to such

matters shown on the Survey before expiration of the Due Diligence Period. If Purchaser does

not make any such objections on or before the expiration of the Due Diligence Period, Purchaser

shall be deemed to have consented to all matters shown on the Survey.

(c) Any title exceptions or Survey matters which are timely objected to by

Purchaser shall be herein collectively called the “Unacceptable Encumbrances.” Seller may elect

(but shall not be obligated) to remove, or cause to be removed at its expense, any Unacceptable

Encumbrances, and shall be entitled to a reasonable adjournment of the Closing (not to exceed

thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the

issuance of title insurance eliminating or insuring against the effect of the Unacceptable

Encumbrances. Seller shall notify Purchaser in writing within five (5) business days after receipt

of Purchaser’s notice of Unacceptable Encumbrances whether Seller elects to remove the same.

If Seller is unable, or elects not to remove or endorse over any Unacceptable Encumbrances,

Purchaser may elect, as its sole and exclusive remedy, either (i) to terminate this Agreement by

notice to Seller pursuant to Section 14(a), in which event the provisions of Section 14(a) shall

apply, or (ii) to take such title as Seller can convey without abatement of or credit against the

Purchase Price.

6. Representations and Warranties.

(a) (i) Seller represents and warrants to Purchaser that the Parking Garage

is zoned CMX-5, and subject to several overlays.

(ii) The representations and warranties of Seller set forth in

Section 6(a)(i) and elsewhere in this Agreement shall be true, accurate and correct in all material

respects upon the execution of this Agreement, shall be deemed to be repeated on and as of the

Closing Date (except as they relate only to an earlier date) and shall survive Closing for a period

of ninety (90) days following the Closing Date, and shall not be merged in the Deed for that

period, and no action or claim based thereon shall be commenced after that period unless the

factual basis of the claim or cause of action asserted in the action was first identified with

reasonable clarity in a written notice delivered to Seller not later than 90 days following the

Closing Date.

(b) (i) Purchaser represents and warrants to Seller as follows:

(A) Purchaser is a duly formed and validly existing

[_____________________________] organized under the laws of the State of

[_____________________] [and is qualified under the laws of the Commonwealth of

Pennsylvania to conduct business therein REQUIRED ONLY IF PURCHASER IS NOT

FORMED UNDER PENNSYLVANIA LAW].

(B) Purchaser has the full legal right, power, authority

and financial ability to execute and deliver this Agreement and Purchaser’s Documents, to

consummate the transactions contemplated hereby, and to perform its obligations hereunder and

under Purchaser’s Documents.

(C) This Agreement and Purchaser’s Documents have

been duly authorized by all requisite [corporate action; partnership; management] action on the

part of Purchaser, and are the valid and legally binding obligations of Purchaser, enforceable in

accordance with their respective terms.

(D) This Agreement and Purchaser’s Documents do not

and will not contravene any provision of the [articles and bylaws; partnership agreement;

operating agreement; management agreement] of Purchaser, any judgment, order, decree, writ or

injunction issued against Purchaser, or any provision of any Laws applicable to Purchaser. The

consummation of the transactions contemplated hereby will not result in a breach or constitute a

default or event of default by Purchaser under any agreement to which Purchaser or any of its

assets are subject or bound and will not result in a violation of any Laws applicable to Purchaser.

(E) Purchaser has no knowledge as of the date hereof of

pending actions, suits, proceedings or investigations to which Purchaser is a party before any

court or other Governmental Authority which is likely to have material adverse impact on the

transactions contemplated hereby.

(ii) The representations and warranties of Purchaser set forth in

Section 6(b)(i) and elsewhere in this Agreement shall be true, accurate and correct in all material

respects upon the execution of this Agreement, shall be deemed to be repeated on and as of the

Closing Date (except as they relate only to an earlier date) and shall survive the Closing for a

period of 90 days and shall not be merged in the Deed for that period, and no action or claim

based thereon shall be commenced after that period unless the factual basis of the claim or cause

of action asserted in the action was first identified with reasonable clarity in a written notice

delivered to Purchaser not later than 90 days following the Closing Date.

7. Conditions Precedent to Closing.

(a) Purchaser’s obligation under this Agreement to purchase the Parking

Garage is subject to the fulfillment of each of the following conditions, subject, however, to the

provisions of Section 7(c):

(i) The representations and warranties of Seller contained in

this Agreement shall be materially true, accurate and correct as of the Closing Date except to the

extent they relate only to an earlier date;

(ii) Seller shall be ready, willing and able to deliver title to the

Parking Garage in accordance with the terms and conditions of this Agreement; and

(iii) Seller shall have delivered all the documents and other

items required by Section 8, and shall have performed all other covenants, undertakings and

obligations, and complied with all conditions required by this Agreement to be performed or

complied with by the Seller at or prior to the Closing.

Purchaser acknowledges and agrees that its obligation to perform

under this Agreement is not contingent upon Purchaser’s ability to obtain any (A) governmental

or quasi-governmental approval of changes or modifications in use, zoning or subdivision, (B)

modification of any existing land use restriction, (C) site plan approval or building permit, or (D)

consents to assignments of any service contracts, management agreements or other agreements

which Purchaser desires.

(b) Seller’s obligation under this Agreement to sell the Parking Garage to

Purchaser is subject to the fulfillment of each of the following conditions, subject, however to

the provisions of Section 7(c):

(i) the representations and warranties of Purchaser contained

in this Agreement shall be materially true, accurate and correct as of the Closing Date except to

the extent they relate only to an earlier date;

(ii) Purchaser shall have delivered the Purchase Price and other

funds required hereunder and all the documents to be executed by Purchaser set forth in Section

9, and shall have performed all other covenants, undertakings and obligations, and complied with

all conditions required by this Agreement to be performed or complied with by Purchaser at or

prior to the Closing;

(iii) on or prior to Closing Date, (A) Purchaser shall not have

applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of

its assets unless the same shall have been discharged prior to the Closing Date, and no such

receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been

discharged prior to the Closing Date; (B) Purchaser shall not have admitted in writing an

inability to pay its debts as they mature; (C) Purchaser shall not have made a general assignment

for the benefit of creditors; (D) Purchaser shall not have been adjudicated a bankrupt or

insolvent, or had a petition for reorganization granted with respect to Purchaser; and (E)

Purchaser shall not have filed a voluntary petition seeking reorganization or an arrangement with

creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt,

dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a

petition filed against it in any proceedings under any such law, or had any petition filed against it

in any proceeding under any of the foregoing laws unless the same shall have been dismissed,

cancelled or terminated prior to the Closing Date; and

(iv) Prior to Closing to occur, Philadelphia City Council shall

have passed, and the Mayor of the City of Philadelphia shall have signed, (A) an ordinance

partially vacating the portion of the Parking Garage lying beneath the beds of 15th

, Arch and 16th

Streets; (B) an ordinance authorizing the Commissioner of Public Property to record the

Declaration against the Property; and (C) an ordinance authorizing the Commissioner of Public

Property to convey the Parking Garage to Purchaser. Enactment of such ordinances prior to

Closing shall be referred to in this Agreement, collectively, as the “Ordinance Condition.” By

its signature on this Agreement, the Department of Public Property agrees to transmit to City

Council forms of ordinance described in clauses (A)-(C) of this Section 7(b)(iv). Purchaser

acknowledges that the Department of Public Property has no ability (1) to cause City Council to

introduce the forms of ordinance or to enact the forms of ordinance, or (2) to cause the Mayor of

the City of Philadelphia to sign the ordinances if they are approved by City Council.

[ORDINANCES SHOULD BE ENACTED PRIOR TO EXECUTION OF THIS AGREEMENT.

IF SO DELETE THIS CLAUSE (iv) AND ALL REFERENCES TO THE ORDINANCE

CONDITION.]

(c) If any condition contained in Section 7(a) or (b) is not satisfied, the

party entitled to the satisfaction of that condition as a condition to its obligation to close title

hereunder shall have as its sole remedy hereunder the right to elect (i) to waive the unsatisfied

condition, whereupon title shall close as provided in this Agreement or (ii) to terminate this

Agreement. By closing, Purchaser and Seller shall be conclusively deemed to have waived the

benefit of any remaining unfulfilled conditions set forth in Section 7(a) or (b), respectively. If

that party elects to terminate this Agreement, this Agreement shall be terminated and thereafter

neither party shall have any further rights, obligations or liabilities hereunder except for the

Surviving Obligations, and except that if Purchaser terminates this Agreement because of a

condition contained in Section 7(a) is not satisfied, then Purchaser shall be entitled to a return of

the Deposit provided Purchaser is not otherwise in default hereunder. Nothing contained in this

Section 7(c) shall be construed so as to bestow any right of termination upon a party for the

failure of a condition to be satisfied unless that party is expressly entitled to the satisfaction of

the condition as provided in Section 7(a) or (b).

8. Documents to be Delivered by Seller at Closing. At the Closing, Seller

shall execute, acknowledge and/or deliver, as applicable, the following to Purchaser or the Title

Company (collectively, “Seller’s Documents”):

(a) A special warranty deed (the “Deed”) conveying title to the Parking

Garage, in the form of Exhibit B;

(b) A bill of sale in the form of Exhibit C (the “Bill of Sale”) conveying,

transferring and selling to Purchaser without warranty or representation all right, title and interest

of Seller in and to all personal property described in Section 1(a)(ii) and not excluded by Section

1(b);

(c) An assignment and assumption of Leases (the “Lease Assumption”) in

the form of Exhibit D assigning Seller’s interest in the Leases;

(d) An Assignment and Assumption of Licenses, in the form of Exhibit E

(the “License Assignment”), assigning without warranty or representation all of Seller’s right,

title and interest, if any, in and to all of the assignable licenses, permits, certificates, approvals,

authorizations and variances issued for or with respect to the Parking Garage by any

governmental authority (collectively, the “Licenses”);

(e) A Subgrant Agreement executed by PAID (the “Subgrant”) in the form

attached as Exhibit F;

(f) A Construction License Agreement with the City (the “Construction

License”) in the form of Exhibit G; and

(g) All other documents Seller is required to deliver pursuant to the

provisions of this Agreement.

9. Items to be Delivered by Purchaser at Closing. At the Closing, Purchaser

shall execute, acknowledge and/or deliver (or cause to be executed, acknowledged and/or

delivered), as applicable, the following to Seller (collectively, “Purchaser’s Documents”):

(a) The Purchase Price, subject to apportionments, credits and adjustments

as provided in this Agreement;

(b) The Lease Assumption, assuming all of Seller’s interest under the

Leases;

(c) The License Assignment, assuming all of Seller’s right, title and

interest, if any, in and to the Licenses;

(d) The Subgrant;

(e) The Construction License;

(f) If Purchaser is a corporation, (i) copies of the certificate of

incorporation and bylaws of Purchaser and of the resolution of the board of directors of

Purchaser authorizing the execution, delivery and performance of this Agreement and the

consummation of the transactions contemplated by this Agreement, certified as true and correct

by the Secretary or Assistant Secretary of Purchaser; (ii) a good standing certificate issued by the

state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (iii) a good

standing certificate issued by the Commonwealth of Pennsylvania, dated within thirty (30) days

of the Closing Date (unless Purchaser was incorporated under the laws of the Commonwealth of

Pennsylvania); and (iv) an incumbency certificate executed by the Secretary or Assistant

Secretary of Purchaser with respect to those officers of Purchaser executing any documents or

instruments in connection with the transactions contemplated herein;

(g) If Purchaser is a partnership, copies of Purchaser’s partnership

agreement and partnership certificate (if applicable) and, if required by law or its partnership

agreement, copies of partnership resolutions and/or consents of the partners authorizing the

execution, delivery and performance of this Agreement and the consummation of the

transactions contemplated by this Agreement, all certified as true and correct by a general partner

of Purchaser; as well as the documents described in Sections 9(d) or (f), as applicable, for

Purchaser’s general partner;

(h) If Purchaser is a limited liability company, copies of (i) Purchaser’s

articles of organization/certificate of formation and operating agreement/limited liability

company agreement; (ii) the resolution of Purchaser’s governing member(s)/manager(s)

authorizing all the transactions contemplated by this Agreement, certified as true and correct by

the appropriate member/manager of Purchaser; (iii) a good standing certificate issued by the state

of incorporation or organization of Purchaser and, if the Purchaser is organized under the laws of

a state other than the Commonwealth of Pennsylvania, the Commonwealth of Pennsylvania,

dated within thirty (30) days of the Closing Date; and (iv) if appropriate, an incumbency

certificate executed by the appropriate member/manager of Purchaser with respect to those

parties executing any documents or instruments in connection with the transactions contemplated

herein;

(i) Duly completed and signed real estate transfer tax returns; and

(j) All other documents Purchaser is required to deliver pursuant to the

provisions of this Agreement.

10. Operation of the Parking Garage prior to the Closing Date. Between the

Effective Date and the Closing Date, Seller shall have the right to continue to operate and

maintain the Parking Garage, but Seller agrees that it will not:

(a) enter into any lease or contract for the Parking Garage or any part

thereof which is not terminable on or before the Closing Date without obtaining the prior written

consent of Purchaser, except that Seller may, without Purchaser’s consent, cancel, modify,

extend, renew or permit the expiration of monthly parking leases at the standard rates in the

ordinary course of business without Purchaser’s prior consent;

(b) make any alterations, improvements, or additions to the Parking

Garage without the prior written consent of Purchaser other than those required by applicable

Laws, and Seller agrees to provide Purchaser with notice prior to making any alteration,

improvement or addition required by applicable Laws; or

(c) create any liens, easements, encumbrances or other clouds on title to

the Parking Garage, except those that are paid and discharged in full at or before Closing.

[NOTE: TO BE COORDINATED WITH PPA]

11. As Is; Release.

(a) Any changes, alterations, repairs or work required with respect to the

Parking Garage are the sole responsibility of Purchaser, and Seller shall have no obligation to

make or perform any changes, alterations, repairs or work with respect to the Parking Garage.

Purchaser is solely responsible for obtaining any certificate of occupancy, resale certification,

use and occupancy certificate or any other approval or permit necessary for transfer or

occupancy of the Parking Garage and for any repairs or alterations necessary to obtain the same,

all at Purchaser’s sole cost and expense.

(b) Purchaser acknowledges and agrees that the Parking Garage shall be

sold, and Purchaser shall accept possession of the Parking Garage on the Closing Date, “AS IS –

WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price,

and Purchaser shall assume the risk that adverse physical, environmental, economic or legal

conditions may not have been revealed by Purchaser’s investigations during the Due Diligence

Period or otherwise. Except as expressly set forth in Sections 6(a)(i) and 12, neither the Broker,

PPA, Seller nor their respective officials, officers, employees, agents, representatives, successors

or assigns (each, a “Seller’s Representative” and, collectively, “Seller’s Representatives”) have

or shall be deemed to have made any representations or warranties, express or implied, regarding

the Parking Garage or any matters affecting the Parking Garage, including without limitation the

physical condition of the Parking Garage, title to or boundaries of the Parking Garage, pest

control, soil conditions, the presence or absence, location or scope of any Hazardous Materials

in, at, or under the Parking Garage, compliance with building, health, safety, land use or zoning

Laws, other engineering characteristics, traffic patterns and all other information pertaining to

the Parking Garage. Purchaser moreover acknowledges (i) that Purchaser is a sophisticated

buyer, knowledgeable and experienced in the financial and business risks attendant to an

investment in real property and capable of evaluating the merits and risks of entering into this

Agreement and purchasing the Parking Garage, (ii) that Purchaser has entered into this

Agreement in reliance on its own (or its experts’) investigation of the physical, environmental,

economic and legal condition of the Parking Garage, and (iii) that Purchaser is not relying upon

any representation or warranty concerning the Parking Garage made by Seller or Seller’s

Representatives other than as expressly set forth in Sections 6(a)(i) and 12. Seller shall not have

any liability of any kind or nature for any subsequently discovered defects in the Parking Garage,

whether that defects were latent or patent.

(c) Purchaser acknowledges that the Due Diligence Period shall afford

Purchaser with a full and complete opportunity to perform all investigations, examinations and

inspections of the Parking Garage and all Property Information required by Purchaser. Purchaser

acknowledges and agrees that (i) the Property Information delivered or made available to

Purchaser and Purchaser’s Representatives by Seller or Seller’s Representatives may have been

prepared by third parties and may not be the work product of Seller and/or Seller’s

Representatives; (ii) neither Seller nor any of Seller’s Representatives has made any independent

investigation or verification of, or has any knowledge of, the accuracy or completeness of, the

Property Information; (iii) the Property Information delivered or made available to Purchaser and

Purchaser’s Representatives is furnished to each of them at the request, and for the convenience

of, Purchaser; (iv) Purchaser is relying solely on its own investigations, examinations and

inspections of the Parking garage and those of Purchaser’s Representatives and is not relying in

any way on the Property Information furnished by Seller or any of Seller’s Representatives; (v)

Seller expressly disclaims any representations or warranties with respect to the accuracy or

completeness of the Property Information and Purchaser releases Seller and Seller’s

Representatives from any and all liability with respect thereto; and (vi) any further distribution of

the Property Information is subject to Section 16.

(d) Purchaser, for itself, any Transaction Entity, and their respective

officers, directors, shareholders, partners, agents, representatives, employees, invitees, successors

and assigns, and all persons claiming under or through any of them (each, a “Purchaser’s

Representative” and, collectively, the “Purchaser’s Representatives”), waives its right to recover

from, and forever releases and discharges, and covenants not to sue, any Seller’s Representative

with respect to any and all claims, causes of action, losses, costs, expenses, damages or

liabilities, including reasonable attorneys’ fees and disbursements, whether direct or indirect,

known or unknown, foreseen or unforeseen, in contract, tort, or under statute (collectively,

“Claims”), that may arise on account of or in any way be connected with the Parking Garage

including, without limitation, the physical, environmental and structural condition of the Parking

Garage or any applicable Law, including, without limitation, any Claim relating to the use,

presence, discharge or release of any Hazardous Substance as of the Closing Date, except for

claims against Seller based upon any obligations, indemnities and liabilities of Seller expressly

provided in this Agreement. Purchaser further acknowledges and agrees that this release shall be

given full force and effect according to each of its expressed terms and provisions, including but

not limited to those relating to unknown and suspected claims, damages and causes of action. As

a material covenant and condition of this Agreement, Purchaser agrees that in the event of any

structural, engineering or environmental defects, errors or omissions, including without

limitation the presence or absence, location or scope of any Hazardous Materials in, at, or under

the Parking Garage, or any other conditions affecting the Parking Garage as of the Closing Date,

Purchaser shall not look to Seller for any redress or relief, except for claims against Seller based

upon any obligations and liabilities of Seller expressly provided in this Agreement.

(e) For purposes of this Agreement, the term “Hazardous Material” shall

mean any substance, material or waste defined as a pollutant or contaminant, or as a hazardous,

toxic or dangerous substance, material or waste, under any applicable Law governing the

environment, including, without limitation, petroleum, petroleum products, PCBs and asbestos

on, under, in, above or about the Parking Garage (including, without limitation, any and all

Claims under the Comprehensive Environmental Response, Compensation and Liability Act, the

Resource Conservation and Recovery Act, or any other federal, state or local statute or

regulation, or any federal or state common law, whether now existing or applicable or hereafter

enacted or applicable, providing for or permitting any right of recovery for any environmental

matter or condition).

(f) Purchaser acknowledges and agrees that the provisions of this Section

11 shall be a material factor in Seller’s acceptance of the Purchase Price and Seller is unwilling

to sell the Parking Garage unless Seller and Seller’s Representatives are expressly released as set

forth in Section 11(d).

(g) The provisions of this Section 11 shall survive the Closing (and shall

not be merged in the Deed) or earlier termination of this Agreement.

12. Broker. Seller represents and warrants that it has dealt with no broker in

connection with the sale of the Parking Garage to Purchaser. Purchaser represents and warrants

to Seller that Jones Lang LaSalle (“Broker”) is the sole broker with whom it has dealt in

connection with the purchase of the Parking Garage from Seller. Upon the closing of the

transaction contemplated by this Agreement, Seller shall pay Broker a commission pursuant to a

separate agreement between Seller and Broker. Each party agrees to indemnify, defend and hold

the other harmless from and against any and all Claims by any broker, finder or other person,

except Broker, for fees, commissions or other compensation arising out of the purchase and sale

of the Parking Garage from Seller to Purchaser if the Claim or Claims are based in whole or in

part on dealings or agreements with the indemnifying party. The obligations and representations

and warranties contained in this Section 12 shall survive the Closing (and shall not be merged in

the Deed) or earlier termination of this Agreement.

13. Casualty; Condemnation.

(a) Casualty: Any loss or damage to the Parking Garage caused by fire, or

loss commonly covered by the extended coverage endorsement of reputable insurance companies

between the Effective Date and the Closing Date shall not in any way void or impair any of the

conditions and obligations of this Agreement. Purchaser may, at Purchaser’s own cost and

expense, carry such insurance on the Parking Garage as Purchaser may deem desirable.

(b) Condemnation: If, prior to the Closing Date, all or any portion of the

Parking Garage is taken by eminent domain or condemnation (or is the subject of a pending

taking which has not been consummated), Seller shall notify Purchaser of that fact. At the

Closing Seller shall cause the award or proceeds attributable to the Parking Garage to be

assigned to Purchaser and Purchaser shall be entitled to receive and keep all awards or other

proceeds for the taking by eminent domain or condemnation.

14. Remedies.

(a) If the Closing fails to occur by reason of Seller’s inability to perform

its obligations under this Agreement, then Purchaser, as its sole remedy for the inability of Seller,

may terminate this Agreement by notice to Seller. If Purchaser elects to terminate this

Agreement, then this Agreement shall be terminated and thereafter neither party shall have any

further rights, obligations or liabilities hereunder, except for the Surviving Obligations, except

that Purchaser shall be entitled to a return of the Deposit provided that Purchaser is not otherwise

in default hereunder. Except as set forth in this Section 14(a), Purchaser hereby expressly

waives, relinquishes and releases any other right or remedy available to it at law, in equity or

otherwise by reason of Seller’s inability to perform its obligations hereunder.

(b) If the Closing fails to occur by reason of Seller’s failure or refusal to

perform its obligations hereunder, then Purchaser, as its sole remedy, may (i) terminate this

Agreement by notice to Seller, (ii) waive the condition and proceed to Closing, or (iii) seek

specific performance from Seller[; provided, however, that Purchaser agrees that in no event

shall Seller’s failure or inability to satisfy the Ordinance Condition be considered a failure of

performance, default under or breach of this Agreement, and in no event shall Purchaser be

entitled to require Purchaser to specifically perform the Ordinance Condition]. As a condition

precedent to Purchaser exercising any right it may have to bring an action for specific

performance as the result of Seller’s failure or refusal to perform its obligations hereunder,

Purchaser must commence such an action within sixty (60) days after the occurrence of the

default. Purchaser agrees that its failure to timely commence such an action for specific

performance within this sixty (60) day period shall be deemed a waiver by it of its right to

commence such an action.

(c) Upon a default hereunder by Purchaser or if the Closing fails to occur

by reason of Purchaser’s failure or refusal to perform its obligations hereunder, then Seller may

terminate this Agreement by notice to Purchaser. If Seller elects to terminate this Agreement,

then this Agreement shall be terminated and Seller may retain the Deposit as liquidated damages

for all loss, damage and expenses suffered by Seller, it being agreed that Seller’s damages are

impractical or extremely difficult to ascertain and that the amount of the Deposit represents a

reasonable estimate of the damages that Seller will sustain in the event of a default hereunder by

Purchaser or if the Closing fails to occur by reason of Purchaser’s failure or refusal to perform its

obligations hereunder, and thereafter neither party shall have any further rights, obligations or

liabilities hereunder, except for the Surviving Obligations. Nothing contained herein shall limit

or restrict Seller’s ability to pursue any rights or remedies it may have against Purchaser with

respect to the Surviving Obligations. This retention of the Deposit is intended to constitute

liquidated damages, and shall not be deemed to constitute a forfeiture or penalty. Except as set

forth in this Section 14(c) and in Sections 15 and 16(f), Seller hereby expressly waives,

relinquishes and releases any other right or remedy available to it at law, in equity or otherwise

by reason of Purchaser’s default under this Agreement or Purchaser’s failure or refusal to

perform its obligations under this Agreement.

15. Purchaser’s Access to the Property. While this Agreement remains in

effect, Purchaser and Purchaser’s Representatives shall have the right to enter upon the Property

for the purpose of inspecting the Parking Garage and making engineering tests and other

investigations, inspections and tests related to Purchaser’s development of the Parking Garage

(collectively, “Investigations”), provided Purchaser enters into an Access License with the City

in form attached as Exhibit H.

16. Property Information and Confidentiality.

(a) Purchaser agrees that, prior to the Closing, no Property Information

will be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for any purpose

other than evaluating the Parking Garage. Moreover, Purchaser agrees that, prior to the Closing,

the Property Information will be transmitted only to Purchaser’s Representatives who need to

know the Property Information for the purpose of evaluating the Parking Garage. If, pursuant to

any agreement between Seller and any third party any Property Information is subject to a

confidentiality agreement with that third party, Purchaser agrees that delivery of that Property

Information shall be subject to receipt from Purchaser of a written confidentiality agreement

required by that agreement with that third party and Purchaser further agrees that transmission

and use of any Property Information shall be subject to the requirements of both that separate

confidentiality agreement and this Section 16. Purchaser shall not contact any governmental

official, representative or employee (other than officials, representatives or employees of Seller

whom Seller has made available to answer questions about the Parking Garage) regarding the

condition of the Parking Garage without Seller’s prior written consent thereto. In addition, if

Seller’s consent is obtained by Purchaser, Seller shall be entitled to receive at least five (5) days’

prior written notice of the intended contact and to have a representative present when Purchaser

has any contact with any governmental official, representative or employee.

(b) Purchaser shall indemnify and hold Seller and Seller’s

Representatives, harmless from and against any and all Claims suffered or incurred by Seller any

of Seller’s Representatives and arising out of or in connection with a breach by Purchaser or

Purchaser’s Representatives of the provisions of this Section 16.

(c) If this Agreement is terminated, Purchaser shall, and shall cause

Purchaser’s Representatives to, promptly deliver to the Seller all originals and copies of the

Property Information in the possession or control of Purchaser and Purchaser’s Representatives.

(d) As used in this Agreement, the term “Property Information“ shall

mean (i) all information and documents in any way relating to the Parking Garage or the

Property, the operation thereof or the sale thereof (including, without limitation, financial data

and records) furnished to, or otherwise made available for review to Purchaser’s Representatives,

and (ii) all analyses, compilations, data, studies, reports or other information or documents

prepared or obtained by Purchaser or Purchaser’s Representatives containing or based, in whole

or in part, on the information or documents described in the preceding clause (i) or the

Investigations, or otherwise reflecting their review or investigation of the Parking Garage or the

Property.

(e) In addition to any other remedies available to Seller, Seller shall have

the right to seek equitable relief, including, without limitation, injunctive relief or specific

performance, against Purchaser or Purchaser’s Representatives in order to enforce the provisions

of this Section 16.

(f) The provisions of this Section 16 shall survive the Closing (and shall

not be merged in the Deed) or earlier termination of this Agreement.

17. Escrow. Title Company shall hold the Deposit and Purchaser’s and Seller’s

Documents in escrow, dispose of the Deposit, pro rate expenses and deliver Purchaser’s and

Seller’s Documents only in accordance with the following provisions:

(a) Prior to the full execution of this Agreement, Purchaser and Seller

opened an escrow (the “Escrow”) with the Title Company. Within two (2) days after the full

execution and delivery of this Agreement, the parties shall deliver to Title Company a fully

executed copy of this Agreement. The purchase and sale of the Parking Garage shall be

completed through the Escrow. This Agreement shall constitute joint escrow instructions to Title

Company in connection with the Escrow. Purchaser and Seller hereby agree to execute

additional instructions not inconsistent with this Agreement as may be reasonably required by

Title Company.

(b) At the Closing, the Title Company shall do the following:

(i) Cause the Deed to be recorded;

(ii) Disburse all funds deposited with Title Company by

Purchaser in payment of the Purchase Price for the Parking Garage as follows:

(A) Deduct the amount of items chargeable to the

account of Seller pursuant to this Agreement; and

(B) The remaining balance of the funds deposited by

Purchaser in the Escrow in payment of the Purchase Price shall be disbursed to Seller pursuant to

its demand;

(iii) Deliver or cause to be delivered to Seller original

counterparts of the Lease Assumption, License Assignment the Subgrant and the Construction

License, and any other documents required to be executed and/or delivered by Purchaser

hereunder.

(iv) Deliver or cause to be delivered to Purchaser a photostat

copy of the Deed, original counterparts of the Lease Assumption, License Assignment, Subgrant

and Construction License, an original Bill of Sale, a marked up copy of any title commitment

ordered by Purchaser, and any other documents required to be executed and/or delivered by

Seller hereunder.

(c) The costs incidental to the Closing shall be paid as follows:

(i) All real estate transfer taxes will be paid by Purchaser at

Closing. Purchaser is advised that Seller is an “Exempt Party” under 72 P.S. 8102-C.2 (state

transfer tax law) and Section 19-1404 of the Philadelphia Code (City transfer tax law), and that

the Purchaser is therefore liable for payment of l00% of state and City real estate transfer taxes

imposed on the sale.

(ii) Seller shall record the Declaration at its sole cost and

expense, if any.

(iii) Purchaser shall pay the cost of recording the Deed.

(iv) Purchaser shall pay all premiums and charges of the Title

Company for any title policies ordered by Purchaser, all other costs of Purchaser’s

Investigations.

(v) Purchaser and Seller shall each pay their own legal fees and

other incidental expenses incurred in connection with the transaction contemplated by this

Agreement.

(vi) Any other costs or expenses in connection with the

transaction contemplated by this Agreement shall be apportioned in the manner customary in

similar real estate transactions in Philadelphia County, Pennsylvania.

This Section 17(c) shall survive the Closing (and shall not be merged

in the Deed) or earlier termination of this Agreement.

(d) Title Company shall deliver the Deposit to Seller or Purchaser, as the

case may be, as follows:

(i) to Seller, upon completion of the Closing; or

(ii) to Seller, after receipt of Seller’s demand in which Seller

certifies either that (A) Purchaser has defaulted under this Agreement, or (B) this Agreement has

been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but

Title Company shall not honor Seller’s demand until more than ten (10) days after Title

Company has given a copy of Seller’s demand to Purchaser in accordance with Section 17(e)(i),

nor thereafter if Title Company receives a Notice of Objection from Purchaser within that ten

(10) day period; or

(iii) to Purchaser, after receipt of Purchaser’s demand in which

Purchaser certifies either that (A) Seller has defaulted under this Agreement, or (B) this

Agreement has been otherwise terminated or cancelled, and Purchaser is thereby entitled to

receive the Deposit; but Title Company shall not honor Purchaser’s demand until more than ten

(10) days after Title Company has given a copy of Purchaser’s demand to Seller in accordance

with Section 17(e)(i), nor thereafter if Title Company receives a Notice of Objection from Seller

within that ten (10) day period.

Upon delivery of the Deposit, Title Company shall be relieved of all

liability hereunder and with respect to the Deposit. Title Company shall deliver the Deposit, at

the election of the party entitled to receive the same, by (A) a good, unendorsed certified check

of Title Company payable to the order of that party, (B) an unendorsed official bank or cashier’s

check payable to the order of that party, or (C) a bank wire transfer of immediately available

funds to an account designated by that party.

(e) (i) Upon receipt of a written demand from Seller or Purchaser under

Section 17(d)(ii) or (iii), Title Company shall send a copy of the demand to the other party.

Within ten (10) days after the date of receiving same, but not thereafter, the other party may

object to delivery of the Deposit to the party making the demand by giving a notice of objection

(a “Notice of Objection”) to Title Company. After receiving a Notice of Objection, Title

Company shall send a copy of the Notice of Objection to the party who made the demand; and

thereafter, in its sole and absolute discretion, Title Company may elect either (A) to continue to

hold the Deposit until Title Company receives a written agreement of Purchaser and Seller

directing the disbursement of the Deposit, in which event Title Company shall disburse the

Deposit in accordance with such agreement; and/or (B) to take any and all actions as Title

Company deems necessary or desirable, in its sole and absolute discretion, to discharge and

terminate its duties under this Agreement, including without limitation depositing the Deposit

into any court of competent jurisdiction and bringing any action of interpleader or any other

proceeding; and/or (C) in the event of any litigation between Seller and Purchaser, to deposit the

Deposit with the clerk of the court in which that litigation is pending.

(ii) If Title Company is uncertain for any reason whatsoever as

to its duties or rights hereunder (and whether or not Title Company has received any written

demand under Section 17(d)(ii) or (iii), or Notice of Objection under Section 17(e)(i)),

notwithstanding anything to the contrary herein, Title Company may hold and apply the Deposit

pursuant to Section 17(e)(i)(A), (B) or (C) and may decline to take any other action whatsoever.

If the Deposit is deposited in a court by Title Company pursuant to Section 17(e)(i)(B) or (C),

Title Company shall be entitled to rely upon the decision of that court. In the event of any

dispute whatsoever among the parties with respect to disposition of the Deposit, Purchaser and

Seller shall pay the attorney’s fees and costs incurred by Title Company (which said parties shall

share equally) for any litigation in which Title Company is named as, or becomes, a party.

(f) Notwithstanding anything to the contrary in this Agreement, within

one (1) business day following receipt of the Deposit, Title Company shall place the Deposit in

an Approved Investment. The interest, if any, which accrues on that Approved Investment shall

be deemed part of the Deposit; and Title Company shall dispose of that interest as and with the

Deposit pursuant to this Agreement. Title Company may not commingle the Deposit with any

other funds held by Title Company. Title Company may convert the Deposit from the Approved

Investment into cash or a non-interest-bearing demand account at an Approved Institution as

follows:

(i) at any time within seven (7) days prior to the Closing Date;

or

(ii) if the Closing Date is accelerated or extended, at any time

within seven (7) days prior to the accelerated or extended Closing Date (provided, however, that

Seller and Purchaser shall give Title Company timely notice of any such acceleration or

extension and that Title Company may hold the Deposit in cash or a non-interest-bearing deposit

account if Seller and Purchaser do not give Title Company timely notice of any such

adjournment).

(g) As used herein, the term “Approved Investment” means (i) any

interest-bearing demand account or money market fund in a ____________ branch located in

___________________ or in any other institution otherwise approved by both Seller and

Purchaser (collectively, an “Approved Institution”), or (ii) any other investment approved by

both Seller and Purchaser. The rate of interest or yield need not be the maximum available and

deposits, withdrawals, purchases, reinvestment of any matured investment and sales shall be

made in the sole discretion of Title Company, which shall have no liability whatsoever therefor.

Discounts earned shall be deemed interest for the purpose hereof.

(h) Any Notice of Objection, demand or other notice or communication

which may or must be sent, given or made under this Agreement to or by Title Company shall be

sent in accordance with the provisions of Section 19.

(i) Simultaneously with their execution and delivery of this Agreement,

Purchaser and Seller shall furnish Title Company with their Federal Taxpayer Identification

Numbers so that Title Company may file appropriate income tax information returns with respect

to any interest in the Deposit or other income from the Approved Investment. The party

ultimately entitled to any accrued interest in the Deposit shall be the party responsible for the

payment of any tax due thereon.

(j) Any amendment of this Agreement which could alter or otherwise

affect Title Company’s obligations hereunder will not be effective against or binding upon Title

Company without Title Company’s prior consent, which consent may be withheld in Title

Company’s sole and absolute discretion.

(k) The provisions of this Section 17 shall survive the Closing (and shall

not be merged in the Deed) or earlier termination of this Agreement.

18. Assignment. This Agreement may be not assigned by Purchaser, and any

assignment or attempted assignment by Purchaser shall constitute a default by Purchaser

hereunder and shall be null and void. Notwithstanding the foregoing, Purchaser may assign this

Agreement and its rights hereunder to a subsidiary, other controlled entity, partnership, joint

venture, management agreement, or other similar arrangement (each a “Transaction Entity”)

provided that Transaction Entity is under majority control of a qualified Applicant to the Request

for Qualifications issued for the sale of the Parking Garage and demonstrates to the reasonable

satisfaction of the City sufficient financial and operational capacity, as well as any further

capabilities that the City may see fit to require of Purchaser hereunder.

19. Notices.

(a) All notices, elections, consents, approvals, demands, objections,

requests or other communications which Seller, Purchaser or Title Company may be required or

desire to give pursuant to, under or by virtue of this Agreement must be in writing and sent by (i)

first class U.S. certified or registered mail, return receipt requested, with postage prepaid, or (ii)

nationally-recognized courier guarantying next business day delivery, addressed as follows:

If to Seller:

City of Philadelphia

Municipal Services Building

1401 JFK Boulevard, Suite 1450

Philadelphia, Pennsylvania 19102

Attention: Budget Director

With a copy to:

City of Philadelphia Law Department

One Parkway Building, 17th

Floor

1515 Arch Street

Philadelphia, Pennsylvania 19102

Attention: Divisional Deputy City Solicitor- Real Estate and Economic

Development

If to Purchaser:

___________________________

___________________________

___________________________

Attn: ______________________

Facsimile: __________________

If to Title Company:

___________________________

___________________________

___________________________

Attn: ______________________

Facsimile: __________________

(b) Seller, Purchaser or Title Company may designate another addressee

or change their address for notices and other communications hereunder by a notice given to the

other parties in the manner provided in this Section 19. A notice or other communication sent in

compliance with the provisions of this Section 19 shall be deemed given and received on (i) the

third (3rd) day following the date it is deposited in the U.S. mail, or (ii) the first business day

following the date it is delivered to a nationally-recognized courier guarantying next business

day delivery.

20. Miscellaneous.

(a) This Agreement shall not be altered, amended, changed, waived,

terminated or otherwise modified in any respect or particular, and no consent or approval

required pursuant to this Agreement shall be effective, unless the same shall be in writing and

signed by or on behalf of the party to be charged.

(b) This Agreement shall be binding upon and shall inure to the benefit of

the parties and to their respective heirs, executors, administrators, successors and permitted

assigns.

(c) All prior statements, understandings, representations and agreements

between the parties with respect to the purchase and sale of the Parking Garage, oral or written,

are superseded by and merged in this Agreement, which alone fully and completely expresses the

agreement between them in connection with this transaction and which is entered into after full

investigation, neither party relying upon any statement, understanding, representation or

agreement made by the other not embodied in this Agreement. This Agreement shall be given a

fair and reasonable construction in accordance with the intentions of the parties. The parties

acknowledge that each party and its counsel have reviewed and revised this Agreement and that

the normal rule of construction to the effect that any ambiguities are to be resolved against the

drafting party shall not be employed in the interpretation of this Agreement or any amendment,

Schedule or Exhibit hereto.

(d) Except as otherwise expressly provided herein, Purchaser’s acceptance

of the Deed shall be deemed a discharge of all of the obligations of Seller hereunder and all of

Seller’s representations, warranties, covenants and agreements herein shall merge in the

documents and agreements executed at the Closing and shall not survive the Closing.

(e) Purchaser agrees that it does not have and will not have any claims or

causes of action against Seller or any disclosed or undisclosed Seller’s Representative arising out

of or in connection with this Agreement or the transactions contemplated hereby. Purchaser

agrees to look solely to the interest of Seller in the Property for the satisfaction of any liability or

obligation arising under this Agreement or the transactions contemplated hereby, or for the

performance of any of the covenants, warranties or other agreements contained herein, and

further agrees not to sue or otherwise seek to enforce any personal obligation against Seller or

any of Seller’s Representatives with respect to any matters arising out of or in connection with

this Agreement or the transactions contemplated hereby. The provisions of this Section 20(e)

shall survive the Closing (and shall not be merged in the Deed) or earlier termination of this

Agreement.

(f) Purchaser and Seller mutually agree that, wherever this Agreement

provides that Purchaser or Seller must send or give any notice, make an election or take some

other action within a specific time period in order to exercise a right or remedy it may have

hereunder, time shall be of the essence with respect to the taking of that action, and either party’s

failure to take that action within the applicable time period shall be deemed to be an irrevocable

waiver by that party of that right or remedy.

(g) No failure or delay of either party in the exercise of any right or

remedy given to that party hereunder or the waiver by any party of any condition hereunder for

its benefit (unless the time specified herein for exercise of that right or remedy has expired) shall

constitute a waiver of any other or further right or remedy nor shall any single or partial exercise

of any right or remedy preclude other or further exercise thereof or any other right or remedy.

No waiver by either party of any breach hereunder or failure or refusal by the other party to

comply with its obligations shall be deemed a waiver of any other or subsequent breach, failure

or refusal to so comply.

(h) Neither this Agreement nor any memorandum thereof shall be

recorded in the Recorder’s Office or any other office or place of public record, and any

attempted recordation of this Agreement or a memorandum thereof shall be void and shall

constitute a default under this Agreement. Purchaser agrees to indemnify Seller against all costs,

expenses and damages, including, without limitation, reasonable attorneys’ fees and

disbursements, incurred by Seller by reason of the filing by Purchaser of this Agreement or any

memorandum thereof.

(i) Delivery of this Agreement shall not be deemed an offer and neither

Seller nor Purchaser shall have any rights or obligations hereunder unless and until both parties

have signed and delivered an original of this Agreement. This Agreement may be executed in

one or more counterparts, each of which so executed and delivered shall be deemed an original,

but all of which taken together shall constitute but one and the same instrument. A facsimile of a

signature will have the same legal effect as an originally drawn signature.

(j) Each of the Exhibits and Schedules referred to in this Agreement and

attached to this Agreement is incorporated herein by this reference.

(k) The caption headings in this Agreement are for convenience only and

are not intended to be a part of this Agreement and shall not be construed to modify, explain or

alter any of the terms, covenants or conditions herein contained.

(l) This Agreement may be executed in a number of identical

counterparts, each of which shall be an original for all purposes. If so executed, each of such

counterparts shall, collectively, constitute one agreement.

(m) If any provision of this Agreement shall be unenforceable or invalid,

the same shall not affect the remaining provisions of this Agreement and to this end the

provisions of this Agreement are intended to be and shall be severable.

(n) This Agreement shall be interpreted and enforced in accordance with

the laws of the Commonwealth of Pennsylvania, without reference to principles of conflicts of

laws.

(o) Purchaser and Seller agree that any lawsuit, claim or legal proceeding

involving, directly or indirectly, any matter arising out of or related to this Agreement or the

relationship created or evidenced by this Agreement shall be brought only in either the Court of

Common Pleas of Philadelphia County or the United States District Court for the Eastern District

of Pennsylvania. Purchaser and Seller further agree not to raise any objection to any lawsuit,

claim or legal proceeding being brought in one of these forums, and expressly consent to the

jurisdiction and venue of these forums. Purchaser and Seller agree that service of process in any

such proceeding may be duly effected upon it by mailing a copy thereof, by certified mail,

postage prepaid, to the address specified in Section 19.

(p) SELLER AND PURCHASER HEREBY KNOWINGLY,

VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY

WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY JURY IN ANY ACTION,

PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR

CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER

ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR

ANY OTHER DOCUMENT EXECUTED AND DELIVERED BY A PARTY IN

CONNECTION HEREWITH (INCLUDING ANY ACTION TO RESCIND OR CANCEL

THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID

OR VOIDABLE).

(q) This Agreement shall be interpreted and construed only by the

contents hereof, and there shall be no presumption or standard of construction in favor of or

against the drafting party in connection with the interpretation of this Agreement.

(r) Delivery of this Agreement shall not be deemed an offer and neither

Seller nor Purchaser shall have any rights or obligations under this Agreement unless and until

both parties have signed and delivered to the other an original of this Agreement.

(s) Purchaser agrees to the representations, warranties and covenants set

forth in the City Standard Provisions set forth in Exhibit I attached hereto and made a part

hereof.

[The remainder of this page is left intentionally blank]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of

the day and year first above written.

SELLER:

Approved as to Form THE CITY OF PHILADELPHIA, acting

Shelley R. Smith, City Solicitor through its Department of Public Property

Per:____________________________ By: _______________________________

Divisional Deputy City Solicitor Bridget Collins-Greenwald, Commissioner

Date:

PURCHASER

, a

By:

Name:

Title:

Date:

Title Company joins this Agreement

solely for the purpose of agreeing

to the provisions of Section 17:

______________________________

______________________________

By:

Name:

Title:

Date:__________________________

EXHIBIT A

DECLARATION

EXHIBIT B

FORM OF DEED

EXHIBIT C

FORM OF BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS THAT:

WHEREAS, by Purchase and Sale Agreement (“Sale Agreement”) dated as of

______________ by and between Assignor and Assignee, Assignor agreed to sell to Assignee

certain real property, and the improvements located therein (“Parking Garage”) more particularly

described in the Sale Agreement; and

WHEREAS, in connection with the above described conveyance Seller desires to sell,

transfer and convey to Purchaser certain items of tangible personal property as hereinafter

described.

NOW, THEREFORE, in consideration of the receipt of TEN AND NO/100 DOLLARS

($10.00) and other good and valuable consideration paid in hand by Purchaser to Seller, the receipt

and sufficiency of which are hereby acknowledged, Seller hereby quitclaims, releases and remises

to Purchaser, its successors and assigns, all of its right, title and interest, if any, in and to all

equipment, furnishings, fixtures, inventory and other tangible personal property owned by Seller

located in the Parking Garage and used in connection with the operation at the Parking Garage as a

parking garage (but excluding confidential books, records, files and any information in the

possession or control of Seller or the PPA which Seller or the PPA deem proprietary [Seller to list

any other excluded items]) relating to the Parking Garage (herein collectively called the “Personal

Property”). The Personal Property is conveyed to Purchaser in its “as is” condition, without

representation or warranty.

EXECUTED this _____ day of ______________________ 2014.

ASSIGNOR:

APPROVED AS TO FORM:

Shelley R. Smith, City Solicitor

Per __________________________

Divisional Deputy City Solicitor

CITY OF PHILADELPHIA

By: ______________________________

Bridget Collins-Greenwald

Commissioner of Public Property

EXHIBIT D

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES

THIS ASSIGNMENT AND ASSUMPTION OF LEASES (“Assignment”), is made by

and between the CITY OF PHILADELPHIA, a City of the First Class of the Commonwealth of

Pennsylvania (“Assignor”) and __________________________, a ______________________

(“Assignee”).

WHEREAS, by Purchase and Sale Agreement (“Sale Agreement”) dated as of

______________ by and between Assignor and Assignee, Assignor agreed to sell to Assignee

certain real property, and the improvements located therein (“Parking Garage”) more particularly

described in the Sale Agreement; and

WHEREAS, the Sale Agreement provides, inter alia, that Assignor shall assign to Assignee

certain leases and Assignee shall assume all of the obligations of Assignor under those leases from

and after the date of the assignment, and that Assignor and Assignee shall enter into this

Assignment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein

contained, the parties hereto hereby agree as follows:

1. Assignment of Leases. Assignor hereby assigns, sets over and transfers to Assignee

all of its right, title and interest in, to and under those leases set forth in Exhibit A attached hereto

and incorporated herein by this reference (the “Leases”). Assignor shall nevertheless remain

liable to the tenants thereunder for the performance of all of the terms, covenants, conditions and

obligations of the landlord under the Leases with respect to all periods prior the date hereof.

2. Assumption of Tenant Leases. Assignee hereby assumes all liabilities and obligations

of Assignor under the Leases, and agrees to keep, observe and perform all of the terms,

covenants, conditions and obligations of landlord under the Leases from and after the date

hereof.

3. Miscellaneous. This Assignment and the obligations of the parties hereunder shall

survive the closing of the transaction referred to in the Sale Agreement and shall not be merged

therein, shall be binding upon and inure to the benefit of the parties hereto, their respective legal

representatives, successors and assigns, shall be governed by and construed in accordance with

the laws of the Commonwealth of Pennsylvania, and may not be modified or amended in any

manner other than by a written agreement signed by the party to be charged therewith.

4. Counterparts. This Assignment may be executed in counterparts, each of which shall

be an original and all of which counterparts taken together shall constitute but one and the same

agreement.

EXECUTED this _____ day of _____________, 2014.

ASSIGNOR:

APPROVED AS TO FORM:

Shelley R. Smith, City Solicitor

Per __________________________

Divisional Deputy City Solicitor

CITY OF PHILADELPHIA

By: ______________________________

Bridget Collins-Greenwald

Commissioner of Public Property

ASSIGNEE:

_____________________, a _____________

By:

Name:

Title:

EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION OF LICENSES

THIS ASSIGNMENT AND ASSUMPTION OF LICENSES (“Assignment”), is made

by and between the CITY OF PHILADELPHIA, a City of the First Class of the

Commonwealth of Pennsylvania (“Assignor”) and __________________________, a

______________________ (“Assignee”).

WHEREAS, by Purchase and Sale Agreement (“Sale Agreement”) dated as of

______________ by and between Assignor and Assignee, Assignor agreed to sell to Assignee

certain real property, and the improvements located therein (“Parking Garage”) as more particularly

described in the Sale Agreement; and

WHEREAS, the Sale Agreement provides, inter alia, that Assignor shall assign to Assignee

rights to certain contracts and intangible property and that Assignee shall assume all of the

obligations of Assignor under those contracts and intangible property from and after the date of the

assignment, and that Assignor and Assignee shall enter into this Assignment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein

contained, the parties hereto hereby agree as follows:

1. Assignment of Licenses and Permits. Assignor hereby assigns, sets over and transfers

to Assignee all of its right, title and interest in, to and under, if and to the extent assignable, all

licenses, permits and other written authorizations necessary for the use, operation or ownership

of the Parking Garage and in Assignor’s possession or control (herein collectively called the

“Licenses and Permits”).

2. Assumption of Permits and Licenses. Assignee hereby assumes all liabilities and

obligations of Assignor under the Permits and Licenses arising from and after the date hereof.

3. Miscellaneous. This Assignment and the obligations of the parties hereunder shall

survive the closing of the transaction referred to in the Sale Agreement and shall not be merged

therein, shall be binding upon and inure to the benefit of the parties hereto, their respective legal

representatives, successors and assigns, shall be governed by and construed in accordance with

the laws of the Commonwealth of Pennsylvania and may not be modified or amended in any

manner other than by a written agreement signed by the party to be charged therewith.

4. Counterparts. This Assignment may be executed in counterparts, each of which shall

be an original and all of which counterparts taken together shall constitute one and the same

agreement.

EXECUTED this _____ day of _____________, 2014.

ASSIGNOR:

APPROVED AS TO FORM:

Shelley R. Smith, City Solicitor

Per __________________________

Divisional Deputy City Solicitor

CITY OF PHILADELPHIA

By: ______________________________

Bridget Collins-Greenwald

Commissioner of Public Property

ASSIGNEE:

_____________________, a _____________

By:

Name:

Title:

EXHIBIT F

FORM SUBGRANT AGREEMENT

EXHIBIT G

FORM CONSTRUCTION LICENSE AGREEMENT

EXHIBIT H

FORM ACCESS LICENSE

EXHIBIT I

CITY STANDARD PROVISIONS

Defined Terms

Capitalized terms used in this Exhibit and not defined herein shall have the meanings

ascribed to them in the Agreement.

Prohibited Gifts

Pursuant to Executive Order 03-11, no official or employee in the Executive and

Administrative Branch of the City shall solicit or accept, directly or indirectly, anything of value,

including any gift, gratuity, favor, entertainment or loan, from any of the following sources:

(1) A person seeking to obtain business from, or who has financial relations with, the

City;

(2) A person whose operations or activities are regulated or inspected by any City

agency;

(3) A person engaged, either as principal or attorney, in proceedings before any City

agency or in court proceedings in which the City is an adverse party;

(4) A person seeking legislative or administrative action by the City; or

(5) A person whose interests may be substantially affected by the performance or

nonperformance of the official’s or employee’s official duties.

Purchaser understands and agrees that if it offers anything of value to a City official or

employee under circumstances where the receipt of such item would violate the provisions of

this Executive Order, it shall be subject to sanctions with respect to future City contracts. Such

sanctions may range from disqualification from participation in a particular contract to

debarment, depending on the nature of the violation.

Furthermore, if Purchaser offers or gives, directly or indirectly, anything of value to any

City official or employee in violation of Executive Order 03-11, it will constitute a default by

Purchaser and entitle the City to exercise its remedies under the Agreement or any other right or

remedy available at law or in equity.

Fair Practices

Purchaser agrees, in performing the Agreement, to comply with the provisions of the Fair

Practices Ordinance (Chapter 9-1100) of The Philadelphia Code (the “Code”), as it may be

amended from time to time, which prohibits, inter alia, discrimination on the basis of race, color,

sex, sexual orientation, gender identity, religion, national origin, ancestry, age, handicap or

marital status with respect to employment. In the event of such discrimination, the City may

exercise its remedies under the Agreement or any other right or remedy available at law or in

equity.

Nondiscrimination

(a) In accordance with Chapter 17-400 of The Philadelphia Code, Purchaser agrees

that its payment or reimbursement of membership fees or other expenses associated with

participation by its employees in an exclusionary private organization, insofar as such

participation confers an employment advantage or constitutes or results in discrimination with

regard to hiring, tenure of employment, promotions, terms, or privileges or conditions of

employment on the basis of race, color, sex, sexual orientation, religion, national origin or

ancestry, constitutes a substantial breach of the Agreement entitling the City to exercise its

remedies under the Agreement or any other right or remedy available at law or in equity.

(b) Purchaser agrees to include subparagraph (a) of this Section, with appropriate

adjustments for the identity of the parties, in all subcontracts which are entered under the

Agreement.

(c) Purchaser further agrees to cooperate with the Commission on Human Relations

in any manner which the said Commission deems reasonable and necessary for the Commission

to carry out its responsibilities under Chapter 17-400 of the Code, and failure to do so shall

constitute a substantial breach of the Agreement entitling the City to exercise its remedies under

the Agreement or any other rights and remedies available at law or in equity.

Certification of Non-Indebtedness

(a) Purchaser hereby certifies and represents to the City that Purchaser, any New

Entity, and their respective parent company(ies), subsidiary(ies) and affiliate(s), if any, are not

currently indebted to the City, and will not during the Term of the Agreement be indebted to the

City, for or on account of any delinquent taxes (including, but not limited to, taxes collected by

the City on behalf of the School District of Philadelphia), liens, judgments, fees or other debts

(collectively “Indebtedness”) for which no payment plan satisfactory to the City has been

established. In addition to any other rights or remedies available to the City at law or in equity,

Purchaser acknowledges that any breach or failure to conform to this certification may, if such

breach or failure is not resolved to the City’s satisfaction within a reasonable time frame

specified by the City in writing, at the option and direction of the City, constitute a default under

the Agreement entitling Seller to exercise its remedies under the Agreement or any other rights

and remedies available at law or in equity.

(b) Purchaser shall require all contractors and subcontractors performing services in

connection with the Agreement to sign a certification of non-indebtedness in favor of the City,

which certification shall include the following provisions and the Purchaser shall cooperate with

the City in exercising the rights and remedies described below or otherwise available at law or in

equity:

“The undersigned hereby certifies and represents that the undersigned and the

undersigned’s parent company(ies) and their subsidiary(ies), are not currently

indebted to The City of Philadelphia (“City”), and will not at any time during the

Term of the agreement between the undersigned and Purchaser (the “Agreement”)

be indebted to the City, for or on account of any delinquent taxes (including, but

not limited to, taxes collected by the City on behalf of the School District of

Philadelphia), liens, judgments, fees or other debts for which no written payment

plan satisfactory to the City has been established. In addition to any other rights

or remedies available to the City at law or in equity, the undersigned

acknowledges that any breach or failure to conform to this certification may, at

the option and direction of the City, result in the withholding of payments

otherwise due to the undersigned in connection with the Agreement and, if such

breach or failure is not resolved to the City’s satisfaction within a reasonable

timeframe specified by the City in writing, may result in the offset of any such

indebtedness against said payments otherwise due to the undersigned and/or the

termination of Purchaser’s agreement with the undersigned for default (in which

case the undersigned will be liable for all excess costs and other damages

resulting from the termination).”

(c) Any breach or failure to conform to the aforesaid certifications shall constitute a

default by Purchaser and entitle the City to exercise its remedies under the Agreement or any

other right or remedy available at law or in equity.

SCHEDULE 1(b)

Excluded Equipment and Fixtures

Confidential books, records, files and any information in the possession or control of Seller or the

PPA which Seller or the PPA deems proprietary

[Other excluded items to be listed]

SCHEDULE 5(a)(i)

Exceptions to Title