54-10 Agreement

not later than five (5) Business Days prior to the Closing Date. The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Escrow Agent and to one or more lenders designated by Seller (collectively, the “Lending Group”) for the Lending Group’s review and approval. Purchaser and Seller will cooperate with all reasonable requests of the Lending Group with respect to adjustments in the Closing Statement. Purchaser acknowledges and agrees that Seller shall direct the Escrow Agent by irrevocable direct disbursement authorization (a “Disbursement Authorization”), or otherwise, to wire directly to the Lending Group the cash portion of the Purchase Price due to Seller as set forth in the Closing Statement to the extent the same is payable to the Lending Group pursuant to a separate agreement between the Lending Group and Seller, and further agrees to provide Escrow Agent and the Lending Group with Purchaser’s written acknowledgement and consent to any such Disbursement Authorization. - 13 - GENBUS/718957.4

5.3 Action Prior to the Closing Date by Seller. Seller agrees that, provided Purchaser has complied with its obligations under Section 5.4 hereof, on or before 11:00 a.m. EST on the Closing Date, Seller will deposit with Escrow Agent such items and instruments (executed and acknowledged, if appropriate) as may be necessary in order for Escrow Agent to comply with this Agreement, including, without limitation, the following: (a) A deed substantially in the form and content attached hereto as Exhibit “C”, prepared and executed by Seller and acknowledged before a Notary Public in the manner provided under the laws of the state in which the Property is located, reflecting the sale and transfer to Purchaser of the Property and the Improvements (the “Deed”), subject only to those Permitted Exceptions applicable to the Property. (b) A non-foreign affidavit signed by Seller in the form to be prepared by Escrow Agent (“Non-Foreign Affidavit”), in the form and content attached hereto as Exhibit “D”, any state tax withholding affidavits as applicable, and an IRS Form 1099; (c) All transfer tax and other tax returns, if any, which Seller is required by law to execute and acknowledge and to deliver, either individually or together with Purchaser, to any governmental authority as a result of the sale, if and to the extent the same are available as of the Closing Date; (d) All keys to the Property which are in the possession or control of Seller; (e) An executed Closing Statement; (f) All affidavits and other documents consistent with the express provisions of this Agreement and reasonably required by the Escrow Agent, each in form and substance reasonably acceptable to Seller; and (g) Such other instruments or documents as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Seller pursuant to this Agreement. 5.4 Action Prior to the Closing Date by Purchaser. Purchaser agrees that on or before 11:00 a.m. EST on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and all documents (executed and acknowledged, if appropriate) necessary to comply with the terms of this Agreement, including without limitation: (a) To the extent that applicable law requires that the Deed, transfer

owledged, if appropriate) necessary to comply with the terms of this Agreement, including without limitation: (a) To the extent that applicable law requires that the Deed, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments shall be executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the Property is located; (b) An executed Closing Statement; and (c) Such other funds, instruments or documents as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement. - 14 - GENBUS/718957.4

5.5 Recording of Deed. Escrow Agent will cause the Deed to be dated as of the Closing Date and recorded in the Official Records, and all other conveyance documents deposited with Escrow Agent to be dated as of the Closing Date, when (but in no event after the Closing Date) Escrow Agent (i) is prepared to issue the Title Policies to be issued to Purchaser as contemplated in this Agreement, and (ii) holds for the account of Seller and Purchaser all items and funds (if any) to be delivered to Seller and Purchaser through the Escrow, after payment of costs, expenses, disbursements and prorations chargeable to Seller or Purchaser pursuant to the provisions of this Agreement. 5.6 Prorations. 5.6.1 Taxes. All non-delinquent real estate and personal property general and special taxes and assessments of the applicable taxing authority for the Property and the Land for the current assessment year in which the Closing Date occurs shall be prorated as of the Closing Date. If the exact amount of taxes is not known at Closing, the proration will be based on an amount equal to 105% of the prior year’s taxes and shall be adjusted directly between Seller and Purchaser once actual figures become available after Closing. It is understood that any supplemental property tax bill applicable to the Property reflecting amounts that are due and payable prior to the Closing Date shall be Purchaser's responsibility. Notwithstanding anything to the contrary in this Agreement, Seller shall retain all right, title and interest in and to any and all property tax (both real property and personal property) refunds and claims for refunds with respect to the Property for any period prior to the Closing Date. Purchaser shall assume all obligations accruing from and after the Closing Date with respect to any agreements relating to the appealing of real estate taxes or real estate tax assessments, including the obligation to pay portions of amounts of real estate tax savings and costs and expenses related thereto. All sales, use and other taxes imposed in connection with the sale and transfer of the Property shall be allocated as is customary for real estate transactions where the Property is located. 5.6.2 Utility Service. Seller shall request each utility company providing utility service to the Property to cause all utility billings

te transactions where the Property is located. 5.6.2 Utility Service. Seller shall request each utility company providing utility service to the Property to cause all utility billings (if any) to be closed and billed as of the Closing Date in order that utility charges may be separately billed for the period prior to the Closing Date and the period on and after the Closing Date. In the event any such utility charges are not separately billed, the same shall be prorated. In connection with any such proration, it shall be presumed that utility charges were uniformly incurred during the billing period in which the Closing Date occurs. Seller shall receive a credit at Closing for any Utility Deposits (if any) that are transferred or made available to Purchaser. Purchaser shall arrange for placing all utility services and bills in its own name as of the Closing Date. 5.6.3 Miscellaneous Permits and Taxes. Except as covered by the terms of Section 5.6.1 above, all water and sewer charges, taxes (other than ad valorem property taxes), including license taxes or fees for licenses which are assignable or transferable without added cost and have a value which will survive Closing, and any unpaid taxes payable in arrears, shall be prorated as of the Closing Date. Seller will be credited for that portion of taxes and fees paid by Seller allocable to the period after the Closing Date. 5.6.4 Other Expenses. All other expenses and obligations not otherwise specified in this Section 5.6 incurred in the ownership of the Property shall be prorated between Seller and Purchaser as of the Closing Date. - 15 - GENBUS/718957.4

5.6.5 General Provision. Except as otherwise expressly provided in this Agreement, all apportionments and adjustments shall be made in accordance with generally accepted accounting principles. The computation of the adjustments shall be jointly prepared bySeller and Purchaser. In the event any prorations or apportionments made under this Section 5.6 shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same in accordance with the remaining terms of this Section 5.6.5. To the extent the exact amount of any adjustment item provided for in this Section 5.6 cannot be precisely determined on the Closing Date, such prorations and apportionments shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. Notwithstanding the foregoing, any adjustment or re-proration pursuant to the two immediately preceding sentences shall be made, if at all, within ninety (90) days after the Closing Date (except with respect to taxes and assessments, in which case such re-proration shall be made within thirty (30) days after the information necessary to perform such re-proration is available). All payments to be made as a result of the final results of the adjustments shall be paid to the party entitled to the same within thirty (30) days after the final determination thereof. Seller and Purchaser agree that none of the insurance policies relating to the Property will be assigned to Purchaser (and Seller shall pay any cancellation fees or minimum earned premiums resulting from the termination of such policies) and Purchaser shall be responsible for arranging for its own insurance as of the Closing Date. 5.6.6 Proration Allocation. For proration purposes, the day that falls on the Closing Date shall be charged or allocated to Purchaser. 5.6.7 Survival. The provisions of this Section 5.6 shall survive Closing. 5.7 Closing Costs. Purchaser shall bear the cost of the premium for the Title Policy and any and all endorsements to the Title Policy requested by Purchaser or its lender. Purchaser shall bear the cost of the survey (or the updating thereof) for the Property. Seller shall pay the documentary transfer taxes, the recording fee for the Deed and one-half (1/2) of the escrow and closing fees relating to the sale of

(or the updating thereof) for the Property. Seller shall pay the documentary transfer taxes, the recording fee for the Deed and one-half (1/2) of the escrow and closing fees relating to the sale of the Property. Each party shall pay its own attorneys’ fees pertaining to the sale of the Property. Purchaser shall be responsible for the payment of any mortgage taxes or recording fees for the mortgage securing Purchaser’s loan, any amounts related to financing pertaining to the sale and purchase of the Property, and one- half (1/2) of the escrow and closing fees relating to the sale of the Property. All other costs pertaining to the sale of the Property shall be allocated as is customary for real estate transactions where the Property is located. The parties agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, and fees. 5.8 Distribution of Funds and Documents Following Closing. Following Closing, Escrow Agent shall distribute the documents as follows: 5.8.1 To Seller. (a) The cash portion of the Purchase Price due to Seller (and/or the Lending Group pursuant to a Disbursement Authorization) as set forth in the Closing Statement; (b) A copy of the recorded Deed; - 16 - GENBUS/718957.4

(c) One (1) fully executed duplicate original of the Non-Foreign Affidavit; (d) A copy of the Title Policy issued to Purchaser; (e) One (1) duplicate original or conformed copy as appropriate, of any other document to be received by Seller through Escrow pursuant to the provisions of this Agreement; and (f) One (1) copy of any other document delivered to Escrow Agent by Purchaser or Seller pursuant to the terms of this Agreement. Copies of any of Purchaser’s loan documents shall not be provided to Seller. 5.8.2 To Purchaser. (a) Any excess funds deposited by Purchaser which remain after disbursement to Seller; (b) One (1) conformed copy of the Deed, the originals to be mailed to Purchaser following the recordation thereof, in each instance; (c) One (1) duplicate original or conformed copy as appropriate, of any other document to be received by Purchaser through Escrow pursuant to the provisions of this Agreement; (d) One (1) copy of any other document delivered to Escrow Agent by Purchaser or Seller pursuant to the terms of this Agreement; (e) The original of the Title Policy; and (f) One (1) fully executed copy of the Non-Foreign Affidavit for Seller. 5.9 Possession. Purchaser shall be entitled to sole possession of the Property on the Closing Date. ADDITIONAL INDEMNITIES 6.1 Purchaser’s Indemnity. Purchaser covenants and agrees to defend, indemnify, protect, defend, and hold harmless Seller, and its Affiliates, owners, members, partners, employees, lenders, agents and representatives, from and against any and all Claims (a) arising from the acts and omissions of Purchaser and its agents, employees and contractors occurring in connection with or as a result of, any inspections, tests or examinations of or to the Property, (b) arising from the use, management, operation, rental, maintenance and ownership of the Property, based upon acts, conduct or omissions (other than by Seller) occurring

ions of or to the Property, (b) arising from the use, management, operation, rental, maintenance and ownership of the Property, based upon acts, conduct or omissions (other than by Seller) occurring on or after the Closing Date, (c) caused by or arising out of any material misrepresentation by Purchaser in connection with this Agreement, and (d) arising from any breach of this - 17 - GENBUS/718957.4

Agreement by Purchaser or any instrument or agreement delivered or required to be delivered pursuant to the provisions of this Agreement. This indemnity shall survive Closing. REPRESENTATIONS AND WARRANTIES 7.1 Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller that as of the date hereof and as of the Closing Date: 7.1.1 Organization and Standing. Purchaser is a _______________ duly organized, validly existing, and in good standing under the laws of the State of New Jersey, is, or on the Closing Date will be, duly qualified to do business in the State of New Jersey, and has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby to be carried out by it. 7.1.2 Due Authorization. The performance of this Agreement and the transactions contemplated hereunder by Purchaser have been duly authorized by all necessary action on the part of Purchaser, and this Agreement is binding on and enforceable against Purchaser in accordance with its terms. Purchaser shall, on or prior to the Closing Date, furnish Seller with certified resolutions evidencing that Purchaser has been duly authorized to enter into and perform this Agreement and the transactions contemplated hereunder. No further consent of any shareholder, creditor, board of directors, governmental authority or other party to such execution, delivery and performance hereunder is required. The person(s) signing this Agreement, and any document pursuant hereto on behalf of Purchaser, has full power and authority to bind Purchaser. 7.1.3 Lack of Conflict. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will violate any restriction, court order, judgment, law, regulation, charter, bylaw, instrument or agreement to which Purchaser is subject. 7.1.4 Solvency/Bankruptcy. Purchaser has not (i) made any general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition in bankruptcy by Purchaser’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (iv) suffered the attachment or other judicial seizure of all, or