54-10 Agreement

Property. (h) “Environmental Requirements” means all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises, and similar items, of all governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, states and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to Hazardous Materials or the protection of human health or the environment. (i) “Hazardous Materials” means any substance (i) the presence of which requires investigation or remediation under any federal, state or local statute, regulation, ordinance or policy; or (ii) which is defined as a “hazardous waste” or “hazardous substance” under any federal, state or local statute, regulation or ordinance, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) and amendments thereto and regulations promulgated thereunder; or (iii) which is toxic, explosive, corrosive, infectious or otherwise hazardous or is regulated by any federal, state or local governmental authority; or (iv) without limitation which contains polychlorinated biphenyls (PCBs), asbestos or urea formaldehyde. The provisions of this Section 4.5 shall survive Closing. CLOSING 5.1 Closing Date. The “Closing Date” for purposes of this Agreement shall be the date that is ten (10) Business Days after the Approval Date, or such earlier date as may be agreed upon, in writing, by Seller and Purchaser. 5.2 Preliminary Closing Statement . A closing statement prepared by the Escrow Agent and reasonably approved by Seller and Purchaser setting forth, among other things, all payments to and from Escrow in connection with the purchase and sale of the Property (the “ Closing Statement”) shall be agreed upon by Seller and Purchaser (in their reasonable discretion) 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

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