Exhibit 10.108



PURCHASE AND SALE AGREEMENT



1.    Definitions



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2.    Agreement to Buy and to Sell

Sellers agree to sell to Buyers and Buyers agrees to buy from Sellers, the Premises, subject to, and on, the terms and conditions set forth in this Agreement.

3.    No Representations or Warranties by Sellers

BUYERS SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT AS SET FORTH IN PARAGRAPH 8 AND IN ANY SELLER CLOSING DOCUMENTS (AS DEFINED IN PARAGRAPH 10, BELOW), SELLERS ARE SELLING AND BUYERS ARE PURCHASING THE PREMISES ON AN “AS IS WITH ALL FAULTS” BASIS, THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PREMISES IS BEING SOLD “AS IS WITH ALL FAULTS”, AND THAT, EXCEPT AS SET FORTH IN PARAGRAPH 8 AND IN ANY SELLER CLOSING DOCUMENTS, BUYERS ARE NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLERS, THEIR RESPECTIVE MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, CONSULTANTS, CONTRACTORS, SUBCONTRACTORS, BROKERS, SERVANTS, ATTORNEYS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, “SELLERS’ RELATED PARTIES”) AS TO ANY MATTERS CONCERNING THE PREMISES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION CONTAINED IN ANY REPORT, PLAN, SPECIFICATION, STUDY, ANALYSIS, DOCUMENT, OR OTHER WRITTEN MATERIAL GIVEN BY OR ON BEHALF OF SELLERS TO BUYERS WITH RESPECT TO THE PREMISES.  IN ENTERING INTO THIS AGREEMENT AND PURCHASING THE PREMISES, BUYERS HEREBY ACKNOWLEDGE THAT, EXCEPT AS SET FORTH IN PARAGRAPH 8 AND IN ANY SELLER CLOSING DOCUMENTS, SELLERS AND SELLERS’ RELATED PARTIES HAVE NOT MADE, DO NOT HEREBY MAKE, AND WILL NOT HEREAFTER BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR THE PHYSICAL CONDITION THEREOF OR THE HABITABILITY, MERCHANTABILITY OR SUITABILITY THEREOF FOR ANY PARTICULAR PURPOSE.  BUYERS WILL RELY SOLELY UPON THEIR INVESTIGATIONS OF THE PREMISES, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS SUBSTANCES (AS DEFINED BELOW) ON OR DISCHARGED FROM THE PREMISES, AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLERS OR SELLERS’ RELATED PARTIES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AS ARE EXPRESSLY SET FORTH IN PARAGRAPH 8 OF THIS AGREEMENT OR IN THE SELLER CLOSING DOCUMENTS.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, BUYERS, FOR THEMSELVES AND ANYONE CLAIMING BY, THROUGH OR UNDER BUYERS, HEREBY FULLY AND IRREVOCABLY RELEASE SELLERS AND SELLERS’ RELATED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT, BUT SUBJECT TO

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THE PROVISO AT THE END OF THIS PARAGRAPH), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SELLERS OR SELLERS’ RELATED PARTIES ARISING FROM OR RELATED TO THE CONDITION OF THE PREMISES OR ANY PORTION THEREOF, WHETHER LATENT OR OTHERWISE, AND INCLUDING, WITHOUT LIMITING THE FOREGOING, ANY CLAIMS ARISING OUT OF OR RESULTING FROM THE CONTAMINATION OF THE PREMISES BY HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS; PROVIDED, HOWEVER, THE FOREGOING RELEASE DOES NOT COVER THE EXISTING ELEVATED RADON OR ANY LOSSES SUFFERED IN CONNECTION WITH THE RADON REMEDIATION (AS HEREINAFTER DEFINED) AND ANY PRE-EXISTING TORT OR PERSONAL INJURY CLAIM.

THIS AGREEMENT, INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION THE PROVISIONS OF THIS SECTION, HAS BEEN EXTENSIVELY NEGOTIATED BY SELLERS AND BUYERS, AND REFLECTS THE MUTUAL AGREEMENT OF SELLERS AND BUYERS.  BUYERS REPRESENT AND WARRANT THAT BUYERS HAVE BEEN REPRESENTED BY LEGAL COUNSEL OF ITS CHOOSING HAVING EXPERIENCE AND KNOWLEDGE IN HANDLING COMMERCIAL REAL ESTATE TRANSACTIONS OF THE NATURE AND CHARACTER AS CONTEMPLATED HEREIN, AND BUYERS ARE RELYING SOLELY ON THE ADVICE OF THEIR RESPECTIVE LEGAL COUNSEL IN ENTERING INTO THIS AGREEMENT AND COMPLETING THE TRANSACTION CONTEMPLATED HEREIN.  THE PARTIES ACKNOWLEDGE THAT THE PARTIES AND THEIR RESPECTIVE LEGAL 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 AMENDMENTS OR EXHIBITS HERETO.  BUYERS FURTHER ACKNOWLEDGE THAT BUYERS ARE AWARE THAT THE PROVISIONS OF THIS AGREEMENT, INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION THE PROVISIONS OF THIS SECTION, LIMIT, RESTRICT AND MAY FORECLOSE BUYERS’ ABILITY TO PURSUE ANY REMEDY OR CAUSE OF ACTION AGAINST SELLERS IN CONNECTION WITH THIS TRANSACTION OR ANY MATTER AFFECTING THE PREMISES.

Without in any way limiting the generality of the immediately preceding paragraph, Buyers hereby acknowledge that they have received the Reports; that the Reports have been provided to Buyers for informational purposes only; that Sellers have no obligation whatsoever pursuant to this Agreement to update or supplement the Reports; and that Sellers do not represent, warrant or guarantee the contents, conclusions or opinions contained in the Reports.  If Buyers terminate this Agreement before the Closing (as defined in Paragraph 7, below), promptly after receipt of written request from Sellers (x) copies of the Reports shall be returned to Sellers, destroyed or deleted, as applicable (provided that copies of the Reports that are required to be retained in accordance with applicable law, rule, or regulation shall be so retained), and (y) a copy of each third-party (i.e. non-internal) report and plan received by Buyers with respect to the Premises shall be given to Sellers, at no cost to Sellers (except as set forth below), provided that, in connection with this clause (y), (i) Buyers shall not be required to

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incur any third party costs or expenses in connection with giving such reports or plans to Sellers and Sellers shall pay all third party costs associated therewith, (ii) the applicable reports and plans by their terms do not bar Buyers from giving a copy of the same to Sellers, (iii) Buyers shall not be deemed to make any representations or warranties to Sellers (or otherwise) in connection with the contents of such reports or plans, and (iv) Sellers shall not be entitled to rely on the contents of such reports or plans (collectively, the “Report Delivery Conditions”).

The provisions of this Paragraph 3 shall survive the Closing, or, if the Closing does not occur, the termination of this Agreement.

4.    Investigations; Buyers’ Contingencies

All investigations of and access to the Premises which are permitted under this Agreement shall be done at reasonable times, in reasonable frequency (subject, in addition, to the specific limitations set forth below), and after one (1) business day’s prior notice (which may be verbal) to Gabriel Shiff (telephone: (973) 218-2311).  Sellers may impose reasonable restrictions on the timing of such investigations and access as necessary to minimize disruptions to the tenants under the Existing Leases (the “Tenants”) and to ensure compliance with the terms of the Existing Leases.  In no event shall Buyers communicate about the transaction contemplated herein with any Tenants nor intentionally disclose the existence or terms of this Agreement to any Tenants, without the prior written consent of Sellers.

Buyers, their agents, affiliates, financing sources, equity sources, attorneys, employees, contractors, consultants and other representatives (collectively, “Buyers’ Related Parties”), may enter upon the Premises only with Sellers’ personnel present, and shall take all reasonable precautions to minimize the impact on the Premises of any such investigations or access to the Premises.  Buyers or Buyers’ Related Parties shall be entitled to carry out a customary “Phase I” environmental review and test at the Premises, provided that, neither Buyers nor Buyers’ Related Parties shall be entitled to conduct any subsurface or other invasive tests, studies or inspections of the Premises without the prior written consent of Sellers (not to be unreasonably withheld) as to the scope of such tests, studies or inspections.  Subject to the Report Delivery Conditions, Buyers, promptly upon written request of Sellers, shall deliver to Sellers a copy of all final written reports and assessments relating to any environmental investigations performed by any Buyer or any Buyer’s Related Parties with respect to the Premises.  At Buyers’ sole cost, Buyers shall promptly after any entry restore any damage or alteration of the physical condition of the Premises that results from any inspection or other activity conducted by Buyers or Buyers’ Related Parties (it being agreed that Buyers shall have no responsibility for the mere discovery of pre-existing conditions at the Premises), substantially to the condition which existed immediately prior thereto, including, but not limited to, replacing paving and landscaping (as applicable, the “Restoration Covenant”).

If a Buyer obtains a written report (an “Environmental Report”) from an environmental engineering firm (the “Engineer”) regarding the presence of Hazardous Substances, if any, on the Premises, neither such Buyer shall notify any party, including any public agency, with the exception of Sellers, of the results or contents of such Report unless notification is required by law, regulation, court judgement, or subpoena (it being agreed that Buyers shall instruct their respective Engineer(s) not to notify any party of the contents of any such Environmental Report,

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but in no event shall Buyers be liable to Sellers for any failure of Engineer to abide by such instruction), and, in any event, Sellers shall also receive a copy of any such notification to the extent permitted by applicable law.  Except as set forth above, prior to the Closing Date, Sellers shall assume all responsibility for any such notification.  Buyers shall inform Buyers’ Related Parties not to disclose the results of any such study unless notification is required by law, order, judgment, regulation, subpoena or by professional ethical standards, and, in any event, Sellers shall also receive a copy of any such notification.

Buyers agrees that if, in the course of, or as a result of, any Buyers’ Due Diligence, Buyers or Buyers’ Related Parties install any monitoring wells or perform other invasive testing, Buyers shall, at Buyers’ sole cost and expense, remove any such wells and shall restore the Premises in accordance with the Restoration Covenant..  In addition, all cuttings, samples or wastes generated as part of Buyers’ Due Diligence shall be lawfully disposed of off-site by Buyers or Buyers’ Related Parties at Buyers’ sole cost and expense.  The foregoing restoration and removal obligations of Buyers contained in this Paragraph shall survive the termination of this Agreement.

Buyers further assume all risks associated with Buyers’ Due Diligence (as defined in Paragraph 4.a, below) and access to the Premises (other than in respect of Losses caused by any existing conditions at the Premises (including, without limitation, in connection with the Existing Elevated Radon) or the gross negligence or willful misconduct of any of Sellers or Sellers’ Related Parties) and agrees to protect, defend, indemnify and hold harmless Sellers and Sellers’ Related Parties of, from and against any and all actual out-of-pocket costs, losses, claims, demands, actual damages (excluding, for the avoidance of doubt, special, consequential, and punitive damages, except to the extent actually suffered or incurred by Sellers in connection with third party litigation) (including, without limitation, reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from, out of, or in connection with, or otherwise relating to, the entry by, and any activities of, any one or more of Buyers or any one or more of Buyers’ Related Parties in or upon the Premises, except to the extent such Losses are caused by any existing conditions at the Premises or the gross negligence or willful misconduct of any of Sellers or Sellers’ Related Parties.

Commencing on the Date of this Agreement and at all times prior to the Closing, Buyers shall have, and shall cause Buyers’ Related Parties to have or be covered by Buyers’ insurance, in effect in connection with investigating the Premises, workers’ compensation and employer’s liability insurance with statutory limits of coverage as required by law, automobile liability insurance with limits of no less than $1,000,000.00 combined single limit, and commercial general liability insurance naming Sellers as an additional insured with limits of not less than Two Million Dollars ($2,000,000.00) combined single limit for bodily and personal injury and property damage.  Prior to entering the Premises, Buyers shall deliver to Sellers a certificate of insurance evidencing such coverage.

For the avoidance of doubt, and notwithstanding anything contained herein, Buyers shall have no responsibility or liability (and shall not assume the risk of) for the mere discovery of pre-existing conditions at the Premises.

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The foregoing restoration, delivery and indemnity obligations of Buyers contained in this Paragraph 4 shall survive the termination of this Agreement.  None of the foregoing shall survive Closing; provided, that, any such indemnity obligations of Buyers (as opposed to restoration and delivery obligations) contained in this Paragraph 4 shall survive the Closing for twenty-four (24) months thereafter.

Buyers’ obligations under this Agreement are contingent upon the following conditions having been satisfied or waived by Buyers on or before the date specified:

a.    Inspection of the Premises and General Due Diligence

Subject to the provisions of this Agreement (including without limitation the prohibition on invasive testing, studies or inspections as set forth above), Buyers, as Buyers deem necessary and in their sole discretion and at Buyers’ sole cost and expense, may conduct or cause to be conducted by reputable companies surveys, studies and inspections of the Premises, including, without limitation, non-invasive inspections of structures, utility systems (including, without limitation, the adequacy of water, sewer, electricity, gas, telephone, and other utility services on the Premises), sanitary systems, wells, drainage, and storm water detention and retention facilities and access to public streets and ways, may review documentation and records pertaining to the Premises, including, without limitation, the Existing Leases, the Existing Contracts, and all licenses, permits, authorizations, and approvals, if any, which have been issued with respect to the Premises, may consult with any governmental agency or official with respect to the Premises, may perform feasibility studies and market analyses with respect to the Premises, may solicit investors and/or lenders for the Premises, and may perform such other due diligence with respect to the Premises, and Buyers’ proposed use thereof, as Buyers may elect to perform in Buyers’ sole discretion (all of the aforementioned activities being referred to herein as “Buyers’ Due Diligence”).

If Buyers are not satisfied, in Buyers’ sole and absolute discretion, with the results of Buyers’ Due Diligence, Buyers, for any reason or for no stated reason, may terminate this Agreement by sending written notice to Sellers prior to the end of the Due Diligence Period or on the last day of the Due Diligence Period and in such event, the Deposit, with all interest accrued thereon, shall immediately be refunded to Buyers and this Agreement then shall be void without recourse to the parties hereto, except for the provisions of this Agreement which expressly survive such termination.  If Buyers are satisfied, in Buyers’ sole and absolute discretion, with the results of Buyers’ Due Diligence, Buyers shall deliver a written notice to Sellers electing not to terminate this Agreement, and solely in such event, Buyers shall be deemed to have waived its right to terminate this Agreement pursuant to this Paragraph 4.a.  If Buyers do not send to Sellers the written notice electing not to terminate this Agreement described in this Paragraph 4.a on or prior to the expiration of the Due Diligence Period, then, in  such event, Buyers shall be deemed to have elected to terminate this Agreement as of the expiration of the Due Diligence Period, and in such event, the Deposit, with all interest accrued thereon, shall immediately be refunded to Buyers and this Agreement then shall be void without recourse to the parties hereto, except for the provisions of this Agreement which expressly survive such termination.

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For the avoidance of doubt, the expiration of the Due Diligence Period shall not prevent Buyers from conducting any due diligence activity permitted under this Agreement unless this Agreement has been terminated.

For the purposes of this Agreement, “Hazardous Substances” shall mean all substances defined as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “petroleum,” “oil,” “pollutant,” or “toxic pollutant” as defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Massachusetts Oil and Hazardous Material Release, Prevention and Response Act, M.G.L. c. 21E, or any other similar federal, state or local acts, laws, statutes, ordinances, or bylaws, as amended, or any rules or regulations adopted thereunder (collectively, “Environmental Laws”).

b.    Title Insurance

Buyers shall use reasonable effort to obtain, at their sole cost and expense, (i) a commitment for an owner’s and, if applicable, lender’s policies of title insurance for the Premises (the “Title Commitment”) issued by Stewart Title Guaranty Company, acting through its agent Lexington National Land Services (the “Title Company”), at normal premium rates, in the American Land Title Association (“ALTA”) form currently in use, having an effective date after the Date of this Agreement; and (ii) an update of the most recent survey of the Premises in Sellers’ possession or control (the “Existing Survey”) prepared during the Due Diligence Period by a surveyor selected by and paid for by Buyers (the “Updated Survey”).

If Buyers, in Buyers’ sole judgment, is not satisfied with, or objects to, any matters appearing on the Title Commitment, the Existing Survey, or the Updated Survey, Buyers may terminate this Agreement by sending notice to Sellers prior to the end of the Due Diligence Period or on the last day of the Due Diligence Period.  In such event, the Deposit, with all interest accrued thereon, shall immediately be refunded to Buyers and this Agreement then shall be void without recourse to the parties hereto, except for the provisions of this Agreement which expressly survive such termination.  If Sellers are not so notified prior to the end of the Due Diligence Period or on the last day of the Due Diligence Period, Buyers shall be deemed to have waived their right to terminate this Agreement pursuant to this subparagraph.

In addition to the right set forth in the foregoing Paragraph, Buyers shall have the right to give written notice (a “Title Defect Notice”) to Sellers before the expiration of the Due Diligence Period if the Title Commitment, the Existing Survey, or the Updated Survey discloses any title matter or encroachment or other title or survey matter to which Buyers object in their sole discretion (collectively, “Title Defects”).  Sellers shall have five (5) days from receipt of Buyers’ Title Defect Notice to notify Buyers whether Sellers will agree to cause the Title Defects to which Buyers have objected to be removed or corrected (“Sellers’ Title Notice”).  If within the time specified, Sellers fail to send Sellers’ Title Notice, then Sellers shall be deemed to have elected not to cause any Title Defect to which Buyers have objected to be removed or corrected as aforesaid.  Any Title Defect to which Buyers have objected but which Sellers have elected or been deemed to have elected not to remove or correct shall constitute a “Permitted Exception”.  Buyers may then, at its option, to be exercised on or before the later of (i) the expiration of the Due Diligence Period and (ii) that date which is three (3) days following Buyers receipt of

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Sellers’ Title Notice (or in the event Sellers fail to deliver Sellers’ Title Notice, that date which is eight (8) days after Sellers’ receipt of Buyers’ Title Defect Notice), either (x) terminate this Agreement and immediately receive the Deposit from the Escrow Agent, in which event this Agreement, without further action of the parties, shall become null and void, and neither party shall have any further rights or obligations under this Agreement, except for those provisions which expressly survive the termination of this Agreement, or (y) elect to accept title to the Premises subject to all Permitted Exceptions (including those Title Defects which Sellers have elected, or is deemed to have elected, not to cure), without any reduction in the Purchase Price (but subject to the remainder of this Paragraph.  If Buyers fail to make either such election, Buyers shall be deemed to have elected option (x).  Any matter of record title appearing on the Title Commitment or matter appearing on the Existing Survey and Updated Survey which, in each case, is not included within a Title Defect Notice shall be conclusively deemed waived by Buyers and shall constitute a “Permitted Exception”.  Sellers shall use reasonable efforts to cure any Title Defect that is not a Must-Cure Item (as hereinafter defined) which Sellers agree to remove or correct in Sellers’ Title Notice.  Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Sellers shall be obligated at Closing to pay off and discharge at Closing, or otherwise to remove or cause to be removed from the record on or prior to the Closing, the following matters (“Must-Cure Items”), whether or not Buyers deliver a Title Defect Notice with respect to any such matters (a) other than the liens securing the Existing Alterra Financing and the Existing Chase Financing (to the extent, in each case, each such financing has been assumed by Buyers as of the Closing Date), the liens created by or assumed by Sellers or their affiliates of any mortgages, deeds of trust to secure debt, or other security instrument or financing statement, in each case securing indebtedness for borrowed money, affecting the Premises, (b) any liens securing payment of real estate tax or assessments due and/or payable, (c) judgment liens against Sellers or their respective affiliates that encumber all or a part of the Premises, and (d) any other exception or other matter encumbering or affecting title to the Premises of any kind or nature whatsoever that can be cured or removed by the payment of a liquidated sum of money (any lien or encumbrance described in clauses (c) and (d) being an “Other Monetary Lien”); provided, however, Sellers shall not be obligated to have removed as of record any Other Monetary Liens which (A) were not caused by, through, or as a result of the acts or intentional omissions of, Sellers and or Sellers’ Related Parties, and (B) removal of which Other Monetary Lien would cause Sellers to expend, in the aggregate, in excess of $750,000.00 (the “Capped Threshold”); provided, further, and notwithstanding anything contained herein, if any Other Monetary Liens affect the Premises as of the Closing Date in excess of the Capped Threshold and Sellers fail or refuse to have such Other Monetary Liens released as of record on or prior to the Closing Date, then, in such event, Buyers may elect either to (1) terminate this Agreement (and immediately receive the Deposit from the Escrow Agent, in which event this Agreement, without further action of the parties, shall become null and void, and neither party shall have any further rights or obligations under this Agreement, except for those provisions which expressly survive the termination of this Agreement), or (2) close hereunder with a credit against the Purchase Price in the amount of the Capped Threshold.  In all events, if Sellers fail to cure a Must-Cure Item by Closing, Buyers shall have the right, at its election, either (x) to pay a sum necessary to cure the Must Cure Items and deduct such amount from the Purchase Price or (y) to pursue any and all remedies provided in Paragraph 14.b herein as a result of Sellers’ default.  For the avoidance of doubt, without limiting anything contained herein, and notwithstanding whether or not Buyers object to the state of title at any

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time, if a matter or item on title constitutes a “Must-Cure Item” then in no event shall such matter or item constitute a “Permitted Exception” for any purposes of this Agreement.

In addition, in the event a title or survey matter first disclosed subsequent to the date of the initial issuance of the Title Commitment or the Updated Survey, as applicable  (a “New Matter”) is disclosed in an update to the Title Commitment or the Updated Survey, Buyers shall have the same rights, after and notwithstanding the expiration of the Due Diligence Period, to deliver an updated Title Defect Notice as set forth in the immediately precedent subparagraph (the “Updated Title Defect Notice”) and to terminate this Agreement with respect to any such New Matter under the terms and within the time periods set forth above in this Paragraph 4.b (provided, that in all events the Closing Date shall be automatically extended if necessary to provide Buyers with such full time periods and time frames); provided, however, the Updated Title Defect Notice must be delivered by Buyers to Sellers no later than five (5) days after Buyers’ receipt of written notice of the New Matter and of a copy of each document referred to therein that is in Buyers’ actual possession.  If within the time specified, Buyers fail to send Sellers the Updated Title Defect Notice, then said New Matter shall be conclusively deemed waived by Buyers and shall constitute a “Permitted Exception”.

5.    Title

The applicable Sellers shall convey good and clear record and marketable title to the portion of the Premises owned by such Seller, free from all encumbrances except:

a.    Provisions of state and local building, zoning, environmental, and other laws, rules, regulations, ordinances or bylaws as may affect the Premises or the use, maintenance or ownership thereof;

b.    Any liens for municipal betterments not yet due and payable as of the Closing, subject to adjustment as specified herein;

c.    Such real estate taxes for the then current fiscal tax year as are not due and payable at the Time of Closing;

d.    The Loan Documents evidencing the Existing Alterra Financing and the Existing Chase Financing, which, if the transaction contemplated herein is consummated Buyers shall assume at Closing in accordance with Paragraph 17, below.

e.    The rights of the tenants and other occupants under the Existing Leases, as tenants only, without rights of first offer to purchase or first refusal to purchase or purchase options to purchase all or any portion of the Premises; and

f.    The Permitted Exceptions.

In addition, Buyers shall accept title to the Premises subject to all violations of law or municipal ordinances, orders or requirements issued by the departments of buildings, fire, labor, health or other federal, state, county, municipal or other departments and governmental agencies having jurisdiction against or affecting the Premises, and any outstanding work orders, whether any of the foregoing are

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outstanding as of the date hereof (each, an “Existing Violation”) or noticed after the date hereof (each, a “New Violation”; together with the Existing Violations, the “Violations”)).  At the Closing, Seller shall credit any and all fines, penalties, fees or other amounts accruing prior to and imposed or assessed and remaining unpaid as of the Closing Date in respect of any Violations (as applicable, the “Violation Payment”).

6.    Net Purchase Price 

a.    Payment

The Purchase Price (the “Purchase Price”) shall be paid as follows:

i.    The First Deposit, together with a completed I.R.S. Form W-9, shall be delivered by Buyers to Escrow Agent within two (2) business days after Buyers’ execution of this Agreement;

ii.    The Extension Deposit made with respect to the Extension Period (as defined in Paragraph 7, below), if applicable, shall be delivered to Escrow Agent by Federal wire transfer simultaneously with the Notice to Extend (as defined in Paragraph 7, below);

iii.    A portion of the Gross Purchase Price shall be paid by the assumption by Alterra Buyer of Alterra I Seller’s and Alterra II Seller’s obligations under the Existing Alterra Financing pursuant to Paragraph 17, below, the portion of the Gross Purchase Price to be deemed paid thereby to be the outstanding principal balance of the Existing Alterra Financing as of the Time of Closing;

iv.    A portion of the Gross Purchase Price shall be paid by the assumption by Chase Buyer of Chase Seller’s obligations under the Existing Chase Financing pursuant to Paragraph 17, below, the portion of the Gross Purchase Price to be deemed paid thereby to be the outstanding principal balance of the Existing Chase Financing as of the Time of Closing; and

v.    After deducting the credits to the Gross Purchase Price described in the foregoing clauses (i) – (iv), and plus or minus any Closing credits, prorations, adjustments, and apportionments, subject to satisfaction of the Buyers Conditions Precedent and so long as Sellers are not then in default in accordance with Paragraph 14.b herein, the balance of the Gross Purchase Price shall be paid at the Time of Closing by Federal wire transfer to an account designated by Sellers (such net amount being the “Net Purchase Price”).

b.    Deposit

The Deposit shall be paid to Escrow Agent by Buyers from time to time as provided in this Agreement and shall be held in escrow by Escrow Agent in an interest-earning FDIC-insured

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account (subject, however, to the monetary limits of such insurance), subject to the terms of this Agreement, and shall be accounted for at the Time of Closing or the earlier termination of this Agreement as follows:

i.    Upon the Closing of the transaction, the Deposit, and all interest earned thereon, shall be delivered to Sellers and credited against the Gross Purchase Price;

ii.    If (x) Sellers are entitled to terminate this Agreement in accordance with Section 14.c and (y) Sellers actually so terminate this Agreement in accordance with Section 14.c, the Deposit, and all interest earned thereon, shall be paid to Sellers in accordance with Paragraph 14, below;

iii.    If (x) Buyers are entitled to terminate this Agreement in accordance with Section 14.b and (y) Buyers actually so terminate this Agreement in accordance with Section 14.b, the Deposit, and all interest earned thereon, shall be paid to Buyers in accordance with Paragraph 14, below; and

iv.    If this Agreement is terminated prior to the consummation of the Closing for any reason (other than in accordance with the foregoing clause (ii)), the Deposit, and all interest earned thereon, shall be paid to Buyers.

c.    Escrow Agent

Sellers and Buyers agree:

i.    Escrow Agent shall establish accounts and disburse the Deposit together with all interest earned thereon (collectively, the “Escrow Funds”) in accordance with this Agreement.

ii.    Nothing herein contained shall be deemed to impose any duty upon Escrow Agent to exercise discretion.  Buyer and Sellers intend that Escrow Agent shall not be obligated to act except upon written instructions or directions signed by both Buyers and Sellers.  Escrow Agent shall be fully protected for any act or failure to act undertaken in good faith and shall suffer no liability for any act or failure to act taken on advice of its counsel.  Escrow Agent may act and shall not incur any liability whatsoever for acting upon any notice, direction or other document purporting and believed by Escrow Agent to be genuine and signed and presented by the proper person or persons.

iii.    Escrow Agent shall be bound only by modifications of this Agreement that are in writing and signed by Escrow Agent.  Escrow Agent shall not be bound by any agreement between Buyers and Sellers whether it has knowledge of the existence of such agreement or not.

iv.    In the event of dispute concerning the Escrow Funds after the expiration of the Due Diligence Period, Escrow Agent shall not release the Escrow

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Funds except by instructions mutually given by both parties in writing or a court order from the Middlesex County (Massachusetts) Superior Court (the “Court”), or, in the sole discretion of Escrow Agent, Escrow Agent may deliver the Escrow Funds to the Court, and, thereupon, Escrow Agent shall cease to have any obligations with respect to the Escrow Funds.  In the event of a dispute concerning the Escrow Funds prior to or upon the expiration of the Due Diligence Period, Escrow Agent shall be required to deliver the Deposit to Buyers notwithstanding any such dispute.

v.    Escrow Agent shall not be required to determine the amount or validity of any claim made by Buyers or Sellers against the other, Escrow Agent’s sole responsibility being to deliver the Escrow Funds to Sellers or Buyers or to release the Escrow Funds pursuant to an order from the Court.

vi.    Buyers and Sellers agree to jointly and severally indemnify and hold Escrow Agent harmless from and against all liability, loss, cost, damage or expense, including attorneys’ fees and disbursements, in connection with any action, suit or other proceeding involving any claim which in any way relates to or arises out of this Agreement or the services of Escrow Agent hereunder, except such as result from the bad faith, willful default or gross negligence of Escrow Agent.

7.    Closing

The Deed (as defined below) shall be delivered to Buyers at the Time of Closing at the office of the Escrow Agent, or at such other location as may be mutually agreed upon by Sellers and Buyers in writing.  The delivery of the Deed and other documents and payment of the Net Purchase Price (collectively, the “Closing”) shall be accomplished through customary escrow arrangements reasonably satisfactory to Buyers’ and Sellers’ counsel.

In the event that, as of October 29, 2019, Buyers shall have failed to obtain either (or both of) the Alterra Lender’s Consent or the Chase Lender’s Consent, then, in either such event, the  Time of Closing may be extended to a date selected by Buyers, which date shall in no event be later than December 31, 2019 (the period being referred to herein as the “Extension Period”), by giving notice to Sellers (the “Notice to Extend”) at least two (2) business days prior to the original Time of Closing and on or before the commencement of such Extension Period, paying the Extension Deposit as set forth in Paragraph 6, above.

Notwithstanding the foregoing, by delivering a written notice at any time during the Extension Period, Buyers shall have the right to accelerate the Closing hereunder to a date that is not fewer than five (5) business days after the applicable date for Closing set forth in such notice.

8.    Representations and Warranties

a.    Sellers’ Representations and Warranties

Sellers represent and warrant to Buyers as follows:

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i.    Each Seller is a Delaware limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the Commonwealth of Massachusetts, and each Seller has the full limited liability company power and authority to enter into, execute, and deliver this Agreement and to perform all duties and obligations of such Seller under this Agreement.

ii.    This Agreement has been duly and validly executed and delivered by each Seller, and is enforceable against each such Seller in accordance with its terms, subject to general equitable principles and applicable provisions of law related to bankruptcy, insolvency and creditors’ rights generally.  The execution and delivery of this Agreement by each Seller does not violate or conflict with such Seller’s organizational documents, any judgment, decree or order of any court applicable to the Sellers, breach the provisions of or constitute a default under any material contract to which any Seller is a party or by which any Seller is bound, or violate or conflict with any law applicable to Sellers.

iii.    Sellers have received no written notice of any threatened condemnation of all or any portion of the Premises, or written notice of any other action or proceeding threatened against or relating to the Premises, and, there are currently no pending condemnation or similar proceedings relating to the Premises.

iv.    Sellers have received no written notice from any governmental official, agency, or authority of any Violation of any federal, state, or local law, ordinance or regulation relating to the Premises which remains uncured.

v.    Sellers have received no written notice of any, and to Seller’s Actual Knowledge, there are no, petitions, actions or hearings pending, planned or contemplated, relating to or affecting the zoning or use of the Premises.

vi.    Exhibit E is a true, correct and complete list in all material respects as of the Date of this Agreement of all Leases pertaining to the Premises (the “Rent Roll”), Sellers have delivered or made available to Buyers complete (other than in de minimis respects), true and correct copies of all such Leases, and the information contained in such Rent Roll is true, correct and complete in all material respects as of the date set forth therein.  Sellers are the owners of the entire landlord’s interest in and to each of the Existing Leases, and none of the Existing Leases or the rentals or other sums payable thereunder have been assigned or otherwise encumbered, except for the collateral assignment as security under the Existing Alterra Financing or the Existing Chase Financing, as applicable.  Attached hereto as Exhibit G is a true, correct and complete (in all material respects) tenant arrearage schedule for the Premises (the “Tenant Arrearage Schedule”) and the Tenant Arrearage Schedule and the information contained therein is true, correct and complete in all material respects as of the date set forth

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therein.  In addition, Sellers have received no written notice that Sellers are in material default under any of the Leases, and except as set forth in the Rent Roll or the Tenant Arrearage Schedule and to Sellers’ Actual Knowledge, there does not exist a material default by any tenant under any of the Leases.  Seller has not granted, and to Seller’s Actual Knowledge no Person has, any right of first refusal, option or other preferential right to purchase the Premises or any portion thereof or any interest therein.

vii.    The Rent Roll sets forth a true, correct and complete list in all material respects of all security or similar deposits currently held by or on behalf of Sellers under the Leases (collectively, “Security Deposits”), and to Seller’s Actual Knowledge each such Security Deposit is being held in accordance with all applicable laws.

viii.    There are no brokerage or similar commission agreements by which Sellers or the Premises are bound and there are no commissions or other fees that are currently due and payable or that will become due or payable in connection with any Leases in effect on the Effective Date, except as set forth on Exhibit H.

ix.    Exhibit F is a true, correct and complete list as of the Date of this Agreement of all Service Contracts in effect with respect to the Premises, including, without limitation, the Existing Contracts (and the notations made on such Exhibit F are true, correct, and complete).  Sellers have delivered or made available to Buyers true, correct, and complete copies of all such Service Contracts.  Sellers have not received written notice that they are, and to Sellers’ Actual Knowledge they are not, in material default of their respective obligations or liabilities pertaining to such Service Contracts and to Sellers’ Actual Knowledge no other party thereunder is in default with respect to any of its obligations or liabilities pertaining to such Service Contracts.

x.    Set forth on Exhibit I attached hereto is a true, correct and complete list of all pending tax protests or certiorari proceedings (as hereinafter defined) pertaining to the Premises.

xi.    The historical income and expense statements (excluding budgets and/or forward looking pro formas) for the Premises provided to Buyers were prepared and used by Sellers in the ordinary course of its business, and any further such statements delivered to Buyers after the date hereof shall be those upon which Sellers use in the ordinary course of its business.

xii.    Sellers have not received written notice that the Premises are being used for the storage or disposal of any Hazardous Substance in violation of applicable Environmental Laws, and, to Sellers’ Actual Knowledge, except as set forth in the Reports: the Premises have not at any time been used by Sellers or anyone claiming by or through Sellers for the purposes

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of storing, manufacturing, releasing or disposing of Hazardous Substances in violation of applicable Environmental Laws, except for quantities of Hazardous Substances customarily stored and utilized in connection with the normal construction, maintenance and operation of the Premises in compliance with all Environmental Laws and so-called household Hazardous Substances utilized by Tenants of the Premises.

xiii.    Except as set forth in Exhibit J, there is no litigation, administrative or other proceeding (including any condemnation proceeding), or order or judgment pending, outstanding, or, to Sellers’ Actual Knowledge, threatened in writing against or relating to Sellers or all or any portion of the Premises that could have a material adverse effect on Buyers’ ownership or operation of the Premises, or which could affect the performance by Sellers of any of their respective obligations under this Agreement.

xiv.    Neither Sellers, nor any of their respective directors, officers, employees, agents, representatives and/or affiliates, have been, are now, or shall be at any time prior to or at the Closing, an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively or individually as the context shall so require, a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists administered by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC (“Blocked Persons”) or otherwise.  Neither Sellers nor, to Sellers’ Actual Knowledge, any Person who owns an interest in Sellers (collectively, a “Seller Party”) has been, is now nor shall be at any time prior to or at the Closing a Person with whom a U.S. Person, including a United States Financial Institution as defined in 31 U.S.C. 5312, as periodically amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists administered by the OFAC (including those executive orders and lists published by OFAC with respect to Blocked Persons) or otherwise.

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xv.    Neither Sellers nor, to Sellers’ Actual Knowledge, any other Person providing funds to Sellers: (A) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws (as hereinafter defined); (B) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (C) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws or otherwise been in violation of any Anti-Money Laundering Laws. As used herein, the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (x) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (y) require identification and documentation of the parties with whom a Financial Institution conducts business; or (z) are designed to disrupt the flow of funds to terrorist organizations.  Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

xvi.    Sellers are, have been, and will be in compliance with any and all applicable provisions of the Patriot Act.

xvii.    Sellers are not and are not acting on behalf of (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a “plan” within the meaning of Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of any such employee benefit plan or plan.

xviii.    Except as set forth on Exhibit K, there are no ongoing capital improvement projects at the Premises.

xix.    There are no employees of any Seller at the Premises. Seller has not granted, executed, or entered into any, and to Sellers’ Actual Knowledge there are no, collective bargaining agreements or other similar agreements with respect to union representation at the Premises.

xx.    Exhibit D attached hereto sets forth, as of the date hereof, a schedule of all of the Loan Documents (divided between Chase Loan Documents and

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Alterra Loan Documents).  True, correct and complete copies of all such Loan Documents have been delivered to Buyer, or made available to Buyer for review, on or prior to the Date of this Agreement.  Such Loan Documents are in full force and effect.  Sellers have made payments of all principal, interest and any other sums that are due and payable under such Loan Documents through the date hereof and the Closing Date, as applicable.  (i) To Sellers’ Actual Knowledge, there currently exists no “Default” (as defined in the Chase Loan Documents) under the Chase Loan Documents or default or breach under the Alterra Loan Documents, (ii) there currently exists no “Event of Default” (as defined in each of the Loan Documents) under any Loan Documents, (iii) Sellers have not received notice (written or oral) from applicable Lenders of the occurrence or continuance of any “Event of Default” (as defined in each of the Loan Documents) under any Loan Documents, any “Default” (as defined in the Chase Loan Documents) under the Chase Loan Documents, or default or breach under the Alterra Loan Documents, and (iv) to Sellers’ Actual Knowledge, no condition exists which, with the expiration of any applicable cure period would constitute an “Event of Default” under any Loan Documents.  As of the date hereof, the outstanding principal balance under the Existing Alterra Financing is $100,000,000 and under the Existing Chase Financing is $135,750,000, Lender is holding the following reserves in connection with the Existing Alterra Financing: $1,356,075.12, and Lender is holding the following reserves in connection with the Existing Chase Financing: $544,107.95.

xxi.    To Sellers’ Actual Knowledge, all applicable persons (but specifically excluding Alterra Lender and Chase Lender) having necessary consent rights over Sellers’ granting, and execution, of the Chase III Right of First Offer and the Chase Right of First Offer, have consented in writing to the execution of the same (for the avoidance of doubt, this representation shall survive indefinitely and shall not be deemed to cover lender consent rights).

As used herein, the term “Sellers’ Actual Knowledge” shall mean only the current and actual knowledge (and not the constructive, imputed or implied knowledge), without having made a review of files or other inquiry, of the following individuals: Marshall Tycher, Gabriel Shiff, Joe Tricarico, and Joseph Carleton.

b.    Buyers’ Representations and Warranties

Buyer represents and warrants to Sellers as follows:

i.    Each Buyer is a Delaware limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and is, or will be, qualified to do business in the Commonwealth of Massachusetts at the Time of Closing, and each Buyer has the full limited liability company power and authority to enter into, execute, and

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deliver this Agreement and to perform all duties and obligations of such Buyer under this Agreement.

ii.    This Agreement has been duly and validly executed and delivered by each Buyer, and is enforceable against each such Buyer in accordance with its terms, subject to general equitable principles and applicable provisions of law related to bankruptcy, insolvency and creditors’ rights generally.  The execution and delivery of this Agreement by each Buyer does not violate or conflict with such Buyer’s organizational documents, any judgment, decree or order of any court applicable to the Buyers, breach the provisions of or constitute a default under any material contract to which any Buyer is a party or by which any Buyer is bound, or violate or conflict with any law applicable to Buyers.

iii.    Neither Buyers, nor any of their respective directors, officers, employees, agents, representatives and/or affiliates, have been, are now, or shall be at any time prior to or at the Closing, a Person with whom a U.S. Person is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by OFAC (including those executive orders and lists administered by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Blocked Persons or otherwise.  Neither Buyers nor, to the Actual Knowledge (Buyers) of Buyers, any Person who owns an interest in Buyers (collectively, a “Buyers Party”) has been, is now nor shall be at any time prior to or at the Closing a Person with whom a U.S. Person, including a Financial Institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists administered by the OFAC (including those executive orders and lists published by OFAC with respect to Blocked Persons) or otherwise.

iv.    Neither Buyers nor, to the Actual Knowledge (Buyers) of Buyers, any other Person providing funds to Buyers: (A) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (B) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (C) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws or otherwise been in violation of any Anti-Money Laundering Laws.

v.    Buyers are, have been, and will be in compliance with any and all applicable provisions of the Patriot Act.

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As used herein, the term “Actual Knowledge (Buyers)” shall mean only the current and actual knowledge (and not the constructive, imputed or implied knowledge) of the following individuals: Paisley Boney, Ron Hoyl, and Steven Chen.

c.    Representations True at the Time of Closing

All of the representations and warranties of Sellers and Buyers contained in this Paragraph 8 are true and shall be true, correct and complete as of the Time of Closing, and shall survive the Closing for a six (6) month period (the “Limitation Period”).  Sellers may provide notice to Buyers of any breach of any of the representations and warranties of Buyers of which Sellers acquire knowledge, at any time after the Time of Closing but prior to the expiration of the Limitation Period or on the date of such expiration (and the Limitation Period shall be tolled with respect to such breach from and after the time Sellers provide such notice), and Sellers may bring an action at law for all actual and direct damages (but not special, consequential, and punitive damages) resulting therefrom, which must be commenced, if at all, no later than the expiration of the Limitation Period.  Notwithstanding the foregoing, Sellers may not bring an action at law for any breach of any representation or warranty (i) of which Sellers had Sellers’ Actual Knowledge at or prior to the Closing, Sellers’ remedies for such a breach being limited to those set forth in Paragraph14.c, below, or (ii) as a result of which breach, when aggregated with all other prior or contemporaneous breaches of representations and warranties, Sellers have incurred actual and direct damages of less than $50,000.00 in the aggregate (provided that, at the point that Sellers have incurred actual and direct damages equal to or greater than $50,000.00 in the aggregate, Sellers claim in connection therewith shall be valid from the first dollar).  Buyers may provide notice to Sellers of any breach of any of the representations and warranties of Sellers of which Buyers acquire knowledge, at any time after the Time of Closing but prior to the expiration of the Limitation Period or on the date of such expiration (and the Limitation Period shall be tolled with respect to such breach from and after the time Buyers provide such notice), and Buyers may bring an action at law for all actual and direct damages (but not special, consequential, and punitive damages) resulting therefrom, which must be commenced, if at all, no later than the expiration of the Limitation Period.  Notwithstanding the foregoing, Buyers may not bring an action at law for any breach of any representation or warranty (i) of which Buyers had Actual Knowledge (Buyers) at or prior to the Closing, Buyers’ remedies for such a breach being limited to those set forth in Paragraph 14.b, below, or (ii) as a result of which breach, when aggregated with all other prior or contemporaneous breaches of representations and warranties, Buyers have incurred actual and direct damages of less than $50,000.00 in the aggregate (provided that, at the point that Buyers have incurred actual and direct damages equal to or greater than $50,000.00 in the aggregate, Buyers’ claim in connection therewith shall be valid from the first dollar).  Notwithstanding anything stated in this Agreement to the contrary, in no event shall Sellers’ liability under any actions or for any claims brought pursuant to this Paragraph 8.c in respect of the breaches of representations and warranties exceed $6,225,000.00 in the aggregate.

9.    Sellers’ Obligations Prior to Closing

a.    Sellers agree that, until the Time of Closing, Sellers shall:

i.    Operate, maintain, and rent the Premises substantially in accordance with past practice.

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ii.    Promptly pay all amounts due and owing under the Loan Documents and comply with all other obligations thereunder in all material respects.  In addition, Sellers shall not hereafter execute, enter into or consent to any modification, amendment or termination of any Loan Documents, or make any material elections or waivers thereunder, unless Sellers have obtained Buyers’ prior written consent thereto (which may be exercised in Buyers’ sole discretion).

iii.    maintain in full force and effect the insurance policies relating to the Premises in effect on the date hereof (provided that Buyers acknowledge that no insurance policies of Sellers are to be transferred to Buyers, no apportionment of the premiums therefor shall be made, and Buyers are responsible for securing their own insurance for the Premises);

iv.    not grant any lien or encumbrance on the Premises without the prior consent of Buyers (it being agreed that any lien or encumbrance granted by Seller or its affiliates in violation of this covenant shall constitute a “Must-Cure Item” for all purposes herein);

v.    From and after the Effective Date, Sellers (a) shall perform their respective obligations under all of the Leases, (b) shall not enter into any new, or amend in any material respects, any leasing agreements or management agreements, or (c) enter into any new Service Contracts, or amend, modify or terminate any existing Service Contracts, in each case without Buyer’s prior written consent, which consent shall not be unreasonably withheld, except that, during the Due Diligence Period, Seller may enter into new Service Contracts (other than Radon Mitigation Contracts), and amend, modify or terminate existing Service Contracts, in each case without Buyers’ prior approval, so long as the Service Contract at issue is (and continues to be), by its terms, terminable or cancelable as of Closing without penalty, cost or liability, and terminable or cancelable at any time on not more than thirty (30) days’ prior notice, without penalty, cost or liability.

vi.    allow Buyers, its agents, employees, contractors, consultants and other representatives, reasonable access to the Premises in accordance with the provisions of this Agreement;

vii.    After the Date of this Agreement, make available for inspection by Buyers at the Premises and/or electronically all Existing Leases and related documentation; and

viii.    Intentionally Omitted.

ix.    Sellers shall not (or permit or instruct its affiliates) (a) make, solicit or accept any offers to sell or finance the Premises or any part thereof to anyone other than Buyers or their successors and assigns (and will advise

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any Person making an unsolicited offer that the Premises is “off the market”), or (b) enter into (or permit any of Sellers’ affiliates to enter into) any agreement or arrangement (including, without limitation, any term sheet, letter of intent, contract or like agreement), whether binding or non-binding, for or relating to the purchase, management or lease of all or substantially all of the Premises from any person other than Buyer.

x.    Except in the event of an emergency which is reasonably likely to cause immediate material damage to property or injury to persons (in which event Buyers’ consent shall not be required, but Sellers shall provide written notice thereof to Buyers within twenty-four (24) hours of the occurrence of such emergency), Sellers shall not commence any new capital improvement work without the consent of Buyers which consent can be withheld, conditioned or delayed in Buyers’ sole and absolute discretion and Sellers shall not enter into any new contracts for capital improvement work without the consent of Buyers which consent can be withheld, conditioned or delayed in Buyer’s sole and absolute discretion.

xi.    Sellers shall notify Buyers of any written notice received by Sellers or their respective property manager of any of the following matters promptly after Sellers or any such property manager has received such written notice:  material notices from any governmental authority, notice of any material violations of any laws specifically relating to the Premises, and any litigation or notice of any claim relating to the Premises that will be binding on Buyers or the Premises after Closing.

xii.    Sellers shall not initiate, consent to, approve or otherwise make any change to zoning or any other governmental rules or regulations presently applicable to all or any part of the Premises or transfer any development rights.

xiii.    Sellers shall, and shall cause their affiliates to, without incurring costs and expenses (other than de minimis costs and expenses), cooperate with Buyers and their respective representatives and agents in effectuating an efficient “turnover” of the Premises to Buyers’ ownership (it being agreed that this covenant shall survive the Closing), including, without limitation, the transfer of websites and social media accounts.

b.    Sellers agree that during the period commencing on the date hereof through the Time of Closing, Sellers shall not enter into any new Lease of any portion of the Premises, or amend or modify any such Lease, without the prior written consent of Buyers, which consent shall not be unreasonably withheld with respect to Leases of residential apartment units in the ordinary course of business; provided, however, that Sellers shall be permitted, without any consent from Buyers, to enter into Leases of residential apartment units in the ordinary course of business, subject to the following conditions: (i) such Lease shall have been substantially drafted on the form of lease attached hereto as Exhibit L (with no modifications

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thereto other than de minimis modifications) and (ii) the economic terms of such Lease shall be consistent with Sellers’ past practice.  Any such Lease executed in accordance with the foregoing shall be deemed to be an “Existing Lease” for all purposes under this Agreement.

10.    Sellers’ Closing Obligations

At the Closing, subject to satisfaction of Sellers’ Conditions Precedent, Sellers shall deliver to Buyers (collectively, the “Seller Closing Documents”):

a.    a quitclaim deed from Chase Seller to Chase Buyer conveying title to Tract 1 and Tract 2 described in Exhibit A attached hereto in the form of Exhibit M (the “Chase Deed”) (Notwithstanding the foregoing, Seller shall have the right, but not the obligation, to deliver a separate deed for Tract 1 and a separate deed for Tract 2, rather than one deed for Tract 1 and Tract 2);

b.    a quitclaim deed from Alterra I Seller to Alterra Buyer conveying title to Tract 3 described in Exhibit A attached hereto in the form of Exhibit N (the “Alterra I Deed”);

c.    a quitclaim deed from Alterra II Seller to Alterra Buyer conveying title to Tract 4 described in Exhibit A attached hereto in the form of Exhibit O (the “Alterra II Deed”, together with the Chase Deed and the Alterra I Deed hereinafter collectively referred to as the “Deed”);

d.    an Assignment and Assumption of Leases in the form of  Exhibit P (the “Lease Assignment”);

e.    a Bill of Sale and Assignment and Assumption of Contracts, Licenses, Permits, Approvals, Warranties, Guaranties, and Plans and Specifications in the form of  Exhibit Q (the “Bill of Sale”);

f.    a title insurance affidavit and indemnity addressed to the Title Company in the form of Exhibit R (the “Title Affidavit”);

g.    an affidavit of non-foreign status in the form of Exhibit S;

h.    such evidence of legal existence, good standing and qualification to do business in Massachusetts (if applicable) of Sellers, and of the authority of Sellers to perform its obligations under this Agreement and the documents executed pursuant hereto, as may be reasonably required by the Title Company;

i.    a letter in the form of Exhibit T from Sellers to respective tenants under the Existing Leases advising them of the change in ownership of the Premises and the assignment or credit of the security deposits and any prepaid rent to Buyers, and directing that rentals or other payments thereafter be paid to a payee designated by Buyers;

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j.    Evidence that any property management and/or leasing agreement with respect to the Premises has been terminated (it being agreed, that as an affirmative covenant hereunder, Sellers covenant to terminate any such property management agreement and leasing agreement on or prior to the Closing Date).

k.    A separate broken-out vendor notice letter with respect to each vendor under each assumed Service Contract (the “Vendor Notice”), in the form attached hereto as Exhibit U, as executed by the appropriate Seller.

l.    the original, where available, and otherwise copies in Sellers’ possession of the Existing Leases in effect at the Time of Closing, which may be delivered at the Premises;

m.    the original, where available, and otherwise copies in Sellers’ possession of Service Contracts in effect at the Premises being assumed by Buyer, which may be delivered at the Premises;

n.    Rent Roll and Tenant Arrearage Schedule with respect to the Premises, each dated not less than five (5) days prior to the Closing Date, certified by Sellers as true, correct and complete as of the Time of Closing;

o.    all keys to the Premises or any portion thereof in Sellers’ possession or control appropriately tagged for identification;

p.    all non-proprietary and/or non-confidential applicable books and records related to the leasing, operation, maintenance and any construction or other capital work at the Premises in Sellers’ possession or control;

q.    discharges of encumbrances and other title clearing documentation required to convey title in accordance with Paragraph 5, above (subject, however, to the provisions of Paragraph 13.m, below);

r.    a settlement statement, which shall include the apportionments set forth in Paragraph 13, below (the “Settlement Statement”);

s.    such certificates regarding the Premises’ compliance with fire suppression, smoke detector and carbon monoxide detector laws, if any, as required under Massachusetts General Laws;

t.    a certificate executed by Sellers to the effect that all representations and warranties made by Sellers herein, remain true, correct and complete in all material respects and except to the extent such representations and warranties specifically refer to an earlier date (in which event they shall have been true, correct and complete in all material respects as of such date).

u.    an Assignment and Assumption of the Alterra Loan Documents consented to by the Alterra Lender in such form as may be required by the Alterra Lender which is

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in a form reasonably acceptable to Alterra I, Alterra II and Alterra Buyer (the “Alterra Loan Assignment”);

v.    an Assignment and Assumption of the Chase Loan Documents consented to by the Chase Lender in such form as may be required by the Chase Lender which is in a form reasonably acceptable to Chase Seller and Chase Buyer (the “Chase Loan Assignment”);

w.    a Right of First Offer Agreement in the form of Exhibit V (the “Chase III Right of First Offer”);

x.    a Right of First Offer Agreement in the form of Exhibit W (the “Chase Right of First Offer”);

y.    a certificate in recordable form from Overlook Ridge, L.L.C.(the “Developer”) stating that the Cost Sharing Agreement dated May 1, 2015 by Overlook Ridge, L.L.C., LR Overlook Phase II, LLC, LR Overlook Phase III, LLC, Alterra I Seller, Mack-Cali TC L.L.C., Alterra II Seller, and Chase Seller and recorded in the Middlesex South Registry of Deeds in Book 65369, Page 302 and recorded in the Suffolk Registry of Deeds in Book 54459, Page 283 (the “Cost Sharing Agreement”) is unmodified and in full force and effect (or if modified, identifying the modification and stating that the Cost Sharing Agreement is in full force and effect as modified), and whether or not to Developer’s knowledge, Sellers are in default, in any respect, under the Cost Sharing Agreement (and if in default, specifying such default); and

z.    a certificate in recordable form from the owner of that certain real property commonly referred to as 10 Overlook Drive in Malden, Massachusetts (“10 Overlook Owner”) stating that, (1) to its knowledge, the Cost Sharing Agreement is unmodified and in full force and effect (or if modified, identifying the modification and stating that the Cost Sharing Agreement is in full force and effect as modified), (2) whether or not to 10 Overlook Owner’s knowledge, Sellers are in default, in any respect, under the Cost Sharing Agreement (and if in default, specifying such default), and (3) whether or not 10 Overlook Owner is in default, in any respect, under the Cost Sharing Agreement (and if in default, specifying such default); it being agreed that Sellers shall not be in default hereunder for failure to deliver such certificate at Closing so long as Sellers have used commercially reasonable efforts to cause 10 Overlook Owner to so deliver such certificate.

11.    Buyers’ Closing Obligations

At the Closing, subject to satisfaction of all Buyers’ Conditions Precedent, Buyers shall deliver to Sellers (any of the following that constitute documents being collectively the “Buyer Closing Documents”):

a.    The Net Purchase Price;

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b.    the Lease Assignment executed by Buyers;

c.    the Bill of Sale executed by Buyers;

d.    such evidence of legal existence, good standing and qualification to do business in Massachusetts (if applicable) of Buyers, and of the authority of Buyers to perform its obligations under this Agreement and the documents executed pursuant hereto, as may be reasonably required by the Title Company and Sellers’ attorney.

e.    the Settlement Statement executed by Buyers;

f.    a certificate executed by Buyers to the effect that all representations and warranties made by Buyers herein, remain true, correct and complete in all material respect;

g.    the Alterra Loan Assignment executed by Alterra Buyer;

h.    the Chase Loan Assignment executed by Chase Buyer;

i.    the Chase III Right of First Offer executed by Chase Buyer; and

j.    the Chase Right of First Offer executed by Chase Buyer.

12.    Condition of Premises at Time of Closing; Risk of Loss

a.    At the Time of Closing, Sellers shall deliver full possession of the Premises, free of all tenants and occupants except for any tenants or occupants under the Existing Leases, and in the same condition as on the date of this Agreement, reasonable wear and tear excepted, and except for damage caused by Casualty (as defined below) or Taking (as defined below) to the extent set forth below in this Paragraph 12.

b.    Except as otherwise provided in Paragraph 4 above, Sellers assume all risk and liability for damage to or injury occurring to the Premises by fire, storm, accident, or any other casualty (collectively, a “Casualty”) until the Closing has been consummated.  If, prior to the Closing, the Premises, or any part thereof, suffers any damage as a result of a Material Casualty, then Buyers may terminate this Agreement by notice to Sellers given within ten (10) business days following Buyer obtaining actual knowledge of the Estimated Damage and the scope of such damage.  In such event, the Deposit, with all interest accrued thereon, shall immediately be refunded to Buyers and this Agreement then shall be void without recourse to the parties hereto, except for the provisions of this Agreement which expressly survive such termination.  If Sellers are not so notified, Buyers shall be deemed to have waived its rights to terminate this Agreement pursuant to this Paragraph 12.b.  If the Time of Closing falls within such ten (10) business day period, then the Closing shall be automatically extended to the end of such ten (10) business day period.  If Buyers do not terminate this Agreement pursuant to the foregoing, or if such Casualty is not a Material Casualty, then Buyers

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and Sellers shall consummate the Closing without a reduction in the Purchase Price.  In the event of a Closing pursuant to the immediately preceding sentence, Sellers shall, unless Sellers have previously restored the Premises to their former condition (which restoration shall not commence without the applicable Seller’s lender’s approval), either  (i) pay over or assign to Buyers, at the Time of Closing, all insurance proceeds recovered or recoverable as a result of the Casualty or (ii) if a holder of a mortgage on the Premises retains the insurance proceeds, or a part thereof, give to Buyers a credit against the Net Purchase Price equal to the amount so retained, and in the case of both clause (i) and (ii), provide to Buyer a credit in an amount equal to the sum of (x) an amount equal to the cost to repair any portion of the Casualty that was not covered by insurance (the “Uninsured Portion”) and (y) any deductible, in either case, less any amounts reasonably expended by Sellers for partial restoration.  Notwithstanding the foregoing, If (i) a Casualty occurs that is not a Material Casualty and (ii) there exists an Uninsured Portion in connection therewith, Seller shall not have the obligation to credit Buyers in an amount of such Uninsured Portion at Closing, it being agreed that if Sellers elect to not provide such credit to Buyers at Closing, then, in such event, Buyers may terminate this Agreement by notice to Sellers; if Buyers so terminate, the Deposit, with all interest accrued thereon, shall immediately be refunded to Buyers and this Agreement then shall be void without recourse to the parties hereto, except for the provisions of this Agreement which expressly survive such termination.  For the avoidance of doubt, no Uninsured Portion shall be payable or credited to Buyers in connection with a Material Casualty.

c.    Notwithstanding anything to the contrary set forth above, proceeds of any business income or rental loss insurance attributable to business income or rental losses incurred prior to Closing shall be assigned and payable to Sellers.  As used herein, “Material Casualty” means any Casualty (A) causing damage to the Premises equal to or in excess of $10,000,000.00 as reasonably estimated by an independent architect or engineer selected by Seller and reasonably approved by Buyers (the “Estimated Damage”), (B) where more than 5% of the net rentable area of the Premises has been affected, (C) such that access to the Premises is materially adversely affected as reasonably determined by an independent architect or engineer selected by Sellers and reasonably approved by Buyers, or (D) causing the Premises to no longer comply with local zoning laws and ordinances.

d.    If, prior to the Closing, an action is initiated to take any of the Premises by eminent domain proceedings or by deed in lieu thereof (a “Taking”), that is a Material Taking, then Buyers may terminate this Agreement by notice to Sellers within ten (10) business days of Buyers obtaining actual knowledge of the anticipated amount of the Award (as hereinafter defined).  In such event, the Deposit, with all interest accrued thereon, shall immediately be refunded to Buyers and this Agreement then shall be void without recourse to the parties hereto, except for the provisions of this Agreement which expressly survive such termination.  If Sellers are not so notified, Buyers shall be deemed to have waived its rights to terminate this Agreement pursuant to this Paragraph 12.d.  If the Time

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of Closing falls within such ten (10) day period, then the Closing shall be automatically extended to the end of such ten (10) day period.  If Buyers do not terminate this Agreement pursuant to the foregoing, or if the Taking is not a Material Taking, then Buyers and Sellers shall consummate the Closing without any reduction in the Purchase Price, in which event Sellers shall assign to Buyers at the Closing all of Sellers’ assignable right, title and interest in and to the Award.  As used herein, “Material Taking” means any Taking (A) where the probable Award equals or exceeds $10,000,000.00 as reasonably estimated by an independent appraiser selected by Sellers and reasonably approved by Buyers (the “Award”), (B) affecting more than 5% of the net rentable area of the Premises has been affected, (C) such that access to the Premises after giving effect to such Taking is materially adversely affected as reasonably determined by an independent architect or engineer selected by Sellers and reasonably approved by Buyers, or (D) causing the Premises to no longer comply with local zoning laws and ordinances.

13.    Apportionments

a.    Prorations.  In each proration set forth below, the portion thereof applicable to the period beginning at 12:01 a.m. on the day of the Closing shall be credited to Buyers and the portion thereof applicable to the period ending at such time shall be credited to Sellers (such that income and expenses run to Buyers starting at the Time of Closing) (the “General Proration Mechanic”).  Prorations shall be calculated on the basis of a 365-day year.

b.    Collected Rent and Other Lease Amounts; Other Revenue.  All collected rent and other collected revenue, including for the month of Closing under Existing Leases in effect at the Time of Closing shall be prorated as of the Time of Closing in accordance with the General Proration Mechanic.  Buyers shall be credited with any rent and other revenue collected by Sellers before the Time of Closing but applicable to any period of time from and after the Time of Closing.  Uncollected rent and other uncollected revenue shall not be prorated at the Time of Closing.  Sellers shall deliver to Buyers any rent received by Sellers after the Time of Closing with respect to time periods from and after the Time of Closing.  Buyers shall apply rent and other revenue from tenants that are collected after the Time of Closing first to the obligations then owing to Buyers for its period of ownership and to those reasonable attorneys’ fees and other costs incurred by Buyers in collecting such amounts, remitting the balance, if any, to Sellers only to the extent of amounts, if any, due and owing to Sellers by each respective paying tenant for the period prior to the Closing Date.  Buyers will make commercially reasonable efforts within the 120-day period after the Closing, without suit and without terminating any lease or calling a default thereunder, to collect any delinquent rents from tenants in occupancy at the Closing applicable to any periods before the Time of Closing and, if Buyers collect any such delinquent rents or other tenant income for periods prior to the Time of Closing, Buyers shall promptly pay same to Sellers less those reasonable attorneys’ fees and other costs incurred by Buyers in collecting such amounts, and only provided all of the obligations of

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each respective tenant then owing to Buyers for its period of ownership have been paid in full.  Sellers may not pursue collection as to any rent not collected by Buyers, provided that Sellers are not restricted in any way from collecting any rent or other income owed by past tenants who are no longer in occupancy at the Time of Closing. All other revenue for the Premises shall be prorated as of the Time of Closing in accordance with the General Proration Mechanic and, if after the Time of Closing Buyers receive any such revenue that is allocable to periods prior to the Time of Closing, or Seller receives any such revenue that is allocable to periods from or after the Time of Closing, each party shall promptly pay same to the other party.

c.    Taxes and Assessments.  Real estate taxes and assessments imposed by any governmental authority (which shall be deemed to include any special assessments, which shall be calculated based on the longest permitted payment period) not currently due and payable and affecting the Premises shall be prorated as of the Time of Closing.  Sellers shall receive a credit for any taxes and assessments paid by Sellers for the period from and after the Time of Closing and Buyers shall receive a credit for any taxes and assessments paid by Buyers for any period prior to the Time of Closing. If the Closing occurs before the current actual fiscal year’s tax or assessment bills are available, such proration shall be estimated based on the most recent ascertainable assessed values and tax rates.  If an estimated proration was made, within thirty (30) days after receipt of the current actual fiscal year’s tax or assessment bill, Buyers shall deliver a copy to Sellers and Buyers shall promptly refund to Sellers any amount overpaid by Sellers or Sellers shall pay to Buyers the amount of any deficiency in the proration. If an estimated proration was made, the provisions of this section shall survive the Closing for a period of ninety (90) days following issuance of the current actual fiscal year’s tax or assessment bill.

d.    Leasing Commissions.  Sellers shall pay any and all finder’s fee or leasing commissions owed for any and all Existing Leases as of the Time of Closing, or shall provide Buyers a credit in the amount of such finder’s fees and leasing commissions at the Time of Closing.

e.    Tenant Deposits.  All Security Deposits, together with all interest accrued thereon, not theretofore applied to tenant obligations under the Existing Leases shall be credited to Buyers at Closing.  As of the Closing, Buyers shall, to the extent of such credit, assume Sellers’ obligations related to such Security Deposits, except with respect to the validity of any Security Deposits, or portions thereof, theretofore applied to tenant obligations under the Existing Leases, which exception and application shall remain the obligation of Sellers, and such obligation shall survive the Closing.  Security Deposit funds to be credited to Buyers at Closing in accordance with the foregoing shall not be commingled with other funds and will be accounted for on the Settlement Statement as separately transferred funds.

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f.    Utility Deposits.  Buyers shall take all steps necessary to effectuate the transfer of all utilities to its name as of or promptly following the Time of Closing, and, where necessary, post deposits with the utility companies; provided, however, Sellers will be responsible for all utility charges applicable to the period prior to the Time of Closing, and Buyers shall be responsible for all utility charges applicable to the period from and after the Time of Closing. Sellers shall use commercially reasonable efforts to ensure that all utility meters are read as of the Time of Closing and Sellers shall bear the charges for utility services based on such reading.  Sellers shall be entitled to recover any and all deposits posted by Sellers and held by any utility company as of the Time of Closing.

g.    Utility Expenses and Reimbursements.  To the extent Sellers are responsible for any utility charges at or relating to the Premises, Sellers shall use commercially reasonable efforts to cause all such utility billings to be closed and billed by the respective utility companies as of the Time of Closing in order that utility charges may be separately billed for the period prior to the Time of Closing and the period after the Time of Closing.  For utilities collected through a system that bills tenants for utility charges in arrears:

i.    Sellers shall be entitled to retain all utility charges collected from tenants relating to utilities costs incurred prior to the Time of Closing;

ii.    Buyers shall be entitled to collect from tenants and retain all utility charges relating to utilities costs incurred after the Time of Closing; and

iii.    Prior to Closing, Sellers shall cause its vendor to prepare a statement (the “Utility Statement”), dated as close to the Time of Closing as reasonably possible (the “Statement Date”), setting forth for the Premises the amount of all utility charges that have been incurred by Sellers as of the Statement Date but not yet billed to tenants for utility collections (the “Unbilled Charges”).  At Closing, Sellers shall be credited the amount of the Unbilled Charges.

iv.    In addition, at the Time of Closing, Sellers shall be credited the amount for reasonably estimated unbilled pre-Closing utility charges that are to be collected from the tenants following the Closing, calculated as follows: (a) first, determine the “Per Diem Billing” for the Premises by dividing the total applicable amount for the Premises set forth on the Utility Statement by the number of days covered by the Utility Statement; and (b) then, determine the amount to be credited to Sellers by multiplying the Per Diem Billing for the Premises by the number of days between the Statement Date and the Time of Closing.

h.    Insurance.  The prospective coverage under blanket policies for fire, hazard, and other insurance policies shall be cancelled by Sellers as they relate to the Premises as of the Time of Closing and shall not, under any circumstances, be assigned to Buyers.  All unearned premiums for fire and any additional hazard insurance

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premium or other insurance policy premiums with respect to the Premises shall be retained by Sellers.

i.    Property Agreements and Other Expenses.  The following other items shall be adjusted, prorated and credited as applicable in accordance with the General Proration Mechanic: (1) amounts due and prepayments under the Assumed Contracts; (2) payments made, and amounts due, under the Cost Sharing Agreement, and (3) other ordinary expenses of operation and similar items.

j.    Upfront Payments.  Notwithstanding any provision of this Agreement to the contrary, all incentive, initial, upfront or similar payments received under the Assumed Contracts shall be retained by Sellers or its predecessor and will not be subject to proration under this Agreement.

k.    Assessments.  If there are special assessments pending against the Premises, Sellers shall pay any installments of such special assessments that were levied and payable prior to the Closing Date and Buyer shall pay all installments of such special assessments that are levied or payable on or after the Closing Date.

l.    Final Adjustments After Closing.  If final prorations for those items addressed herein cannot be made at the Time of Closing, then Buyers and Sellers agree to allocate such items on an accrual basis as soon as invoices or bills are available, but with such final adjustment(s) to be made no later than one hundred twenty (120) days (or, solely with respect to the final adjustment for real estate taxes for the fiscal year in which the Closing Date occurred, or such longer time as may be required for such final adjustment for real estate taxes) after the Time of Closing.  Sellers shall not, however, be charged for any increase in operating expenses for the Premises due to increased costs incurred or caused by Buyers subsequent to the Closing.  Payments in connection with such final adjustments shall be due within ten (10) days after mutual agreement of the amount(s) due.  Each party shall have reasonable access to, and the right to inspect and audit, the other party’s supporting documentation to confirm the final prorations, provided at least three (3) days’ advance notice is given by the auditing party to the audited party.  Except with respect to Paragraph 13.c (which shall survive in accordance with its terms), the entirety of Paragraph 13 shall survive the Closing for a period of 120 days after the Closing.

m.    Use of Proceeds to Clear Title.  Any unpaid taxes or other liens and encumbrances which Sellers are obligated to pay and discharge, together with the cost of recording or filing any instruments necessary to discharge such liens and encumbrances of record, may be paid out of the proceeds of the monies payable at the Closing and such instruments necessary to discharge such liens and encumbrances of record shall be recorded contemporaneously with the recording of the Deed or within a reasonable time after the Closing in accordance with customary Massachusetts conveyancing practice and pursuant to arrangements reasonably acceptable to the Title Company.

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n.    Expenses of Sale.  Buyers and Sellers shall each pay the fees of its counsel and other consultants retained in connection with the purchase and sale of the Premises.  Sellers shall pay all transfer taxes or deed stamps and such other closing costs as are customarily paid by a seller in Massachusetts.  Buyers shall pay all recording fees, title insurance premiums, survey costs, and other closing costs as are customarily paid by a buyer in Massachusetts.  Buyers and Sellers shall each pay one-half of the Escrow Agent’s fees for serving as Escrow Agent. 

o.    Prorations and Credits.  Buyers and Sellers shall endeavor to agree upon a prorations and schedule no later than ten (10) business days prior to the Closing.

p.    Existing Alterra Financing.  Principal, interest, assumption fees and all other charges, fees, penalties or other sums payable under the Alterra Loan Documents, shall be apportioned as follows:

i.    there shall be deducted from the Net Purchase Price payable at the Closing the amount of any accrued and unpaid interest as of the Closing Date, and unpaid late fees, penalties, charges and other unpaid sums, if any, under the Alterra Loan Documents, as assumed by Alterra Buyer as set forth in the Alterra Lender’s Consent;

ii.    there shall be credited to Sellers at the Closing interest paid by Sellers allocable to any period after the Closing and any funds held in escrow (and not released to the applicable Seller on the Closing Date) that will remain in escrow from and after the Closing Date for the benefit of Alterra Buyer (excluding, for the avoidance of doubt, the reserves held by Alterra Lender on the date hereof in connection with the Radon Remediation (as hereinafter defined) at the Alterra Property (the “Radon Remediation Reserve”); and

iii.    any assumption fees (including points) for the Existing Alterra Financing will be paid by Alterra I Seller and Alterra II Seller, together with the application fee for the Alterra Lender’s Consent, applicable brokers’ fees incurred in connection therewith, and other fees assessed by the Alterra Lender in connection with the Alterra Lender’s Consent (including, without limitation, the fees of the Alterra Lender’s counsel and servicer in connection therewith, if any).

q.    Existing Chase Financing.  Principal, interest, assumption fees, and all other charges, fees, penalties or other sums payable under the Chase Loan Documents, shall be apportioned as follows:

i.    there shall be deducted from the Net Purchase Price payable at the Closing the amount of any accrued and unpaid interest as of the Closing Date, and unpaid late fees, penalties, charges and other unpaid sums, if any, under the Chase Loan Documents, as assumed by Chase Buyer as set forth in the Chase Lender’s Consent;

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ii.    there shall be credited to Sellers at the Closing interest paid by Sellers allocable to any period after the Closing and any funds held in escrow (and not released to the applicable Seller on the Closing Date) that will remain in escrow from and after the Closing Date for the benefit of Chase Buyer; and

iii.    any assumption fees (including points) for the Existing Chase Financing will be paid by Chase Seller, together with the application fee for the Chase Lender’s Consent, applicable brokers’ fees incurred in connection therewith, and other fees assessed by the Chase Lender in connection with the Chase Lender’s Consent (including, without limitation, the fees of the Chase Lender’s counsel and servicer in connection therewith, if any). 

14.    Default

a.    Defective Title or Condition of Premises

With respect to all Title Defects other than Must-Cure Items, Seller shall use reasonable efforts to cure any Title Defect which Seller agrees to remove or correct in Sellers’ Title Notice.  If, notwithstanding such efforts, Sellers are unable to cure any such Title Defect on or prior to the Time of Closing, so long as Sellers are diligently using reasonable efforts at Sellers’ election made on the applicable Closing Date, the Time of Closing shall be extended for a period equal to the lesser of (i) thirty (30) days from the original Time of Closing, or (ii) five (5) business days after Sellers give Buyers notice that Sellers are able to convey title and to deliver possession of the Premises as herein stipulated and that the Premises conform with the provisions hereof.

If Seller (i) does not make such extension election or (ii) makes such election but is unable to remove such applicable Title Defect(s) from the record as of the expiration of such extension period, then Buyers may either:

i.    accept such title as Sellers can deliver to the Premises in their then condition and to pay therefor the Purchase Price without deduction (except that if the Premises shall have been affected by a Casualty or Taking then the provisions set forth in Paragraph 12, above, shall be applicable), in which case Sellers shall convey such title; or

ii.    terminate this Agreement by written notice to Sellers, in which case the Deposit, together with all interest accrued thereon, shall be returned to Buyers and this Agreement shall then be null and void without recourse to any party hereto, except for the provisions of this Agreement which expressly survive such termination.

For the avoidance of doubt, failure of Sellers to remove a Must-Cure Item from the record as of the Closing Date shall constitute a default hereunder, and shall be governed by Paragraph 14.b, below, and Paragraph 4.b, above.

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b.    Sellers’ Default

The parties acknowledge that if a Seller fails to fulfill any covenant or obligation hereunder or breaches in any material respect any representation or warranty set forth herein (which default is not waived in writing by Buyers), Buyers may elect to (i) terminate this Agreement, and thereupon the Deposit, with all interest accrued thereon, shall be promptly returned to Buyers and this shall be Buyers’ sole and exclusive remedy for Sellers’ breach hereunder either at law or in equity, except that, in the event of Sellers’ willful or intentional breach of this Agreement, Buyers may avail themselves of the remedy of specific performance, provided Buyers commence such action within sixty (60) days of the Time of Closing, or (ii) waive the default by Sellers and close the transaction contemplated hereby, without any reduction in the Purchase Price, in which event Buyers shall be deemed to have waived any right of action against Sellers arising from such non-performance.  Notwithstanding anything to the contrary contained in this Paragraph, (I) if specific performance of Sellers’ obligations hereunder is not available to Buyers by reason of Sellers’ conveyance of the Premises or any direct or indirect interest therein or a right or option to purchase any of the foregoing to a third party in violation of the terms of this Agreement or Sellers’ or their respective affiliates or any person or entity acting by or through Sellers’ subjecting all or any portion of any of the foregoing to a voluntary lien created by or assumed by Sellers or their affiliates, then, in such event,  Buyers shall have the right to bring an action for actual damages incurred by Buyers against Sellers for Sellers’ default under this Agreement (excluding, for the avoidance of doubt, special, consequential, and punitive damages, except to the extent actually suffered or incurred by Buyers in connection with third party litigation), and (II) in the event of Sellers’ willful or intentional breach of this Agreement, in addition to the other rights and remedies available to Buyers hereunder, if Buyers elect to terminate this Agreement, then Sellers shall pay to Buyers all out-of-pocket costs and expenses actually incurred by Buyers (and, without duplication, their affiliates) and paid to unrelated and independent third party vendors in connection with the transactions contemplated hereunder, in an aggregate amount not to exceed $325,000.00 (the “Section 14 OOP Payment”).  Buyers shall provide Sellers with reasonably satisfactory invoices or other backup documentation as a condition to reimbursement.  Nothing contained in this Paragraph 14.b is intended to or shall be construed to limit any right or remedy of Buyers after the Closing for a breach of any representation or warranty of Sellers which survives the Closing.

c.    Buyers’ Default

The parties acknowledge that if a Buyer defaults under this Agreement it would be impossible to compute exactly Sellers’ damages.  Buyers and Sellers have taken these facts into account in setting the amount of the Deposit and agree that the Deposit is the best estimate of such damages and such sum represents damages and not any penalty against Buyers.  Subject to the terms of this Agreement, the parties therefore acknowledge that if (i) Buyers shall default in the payment of the Net Purchase Price on the Closing Date, (ii) Buyers shall default in the payment of the Deposit, at the times and as required by the terms of this Agreement, (iii) Buyers shall fail to deliver the Buyer Closing Documents on the Closing Date, and/or (iv) as of the Closing Date, any of Buyers’ representations and warranties set forth in Section 9(b) herein is not correct in any material respect and, after written notice to Buyers in connection therewith, Buyers shall have failed to make any such representation or warranty correct in all material respects within a reasonable (taking into account the nature of such representation) period of

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time after receipt of such notice, then, in any such case, Sellers may elect to (i) terminate this Agreement, and thereupon the Deposit, with all interest accrued thereon, shall be immediately paid to Sellers as liquidated damages, and this shall be Sellers’ sole and exclusive remedy for such Buyer’s breach hereunder either at law or in equity, or (ii) waive the default by such Buyer and close the transaction contemplated hereby, in which event Sellers shall be deemed to have waived any right of action against Buyers arising from such non-performance.

15.    Brokerage Fees

Sellers and Buyers each represent and warrant that such Person is not aware of any agent, broker or similar person who has claimed or may have the right to claim a commission in connection with this purchase and sale.  Sellers and Buyers shall indemnify and defend each other against Losses arising out of the breach of any representations or warranties in this Paragraph and from the claims of any agent, broker or other similar party claiming by, through or under such Persons with respect to the transactions contemplated by this Agreement.  This Paragraph 15 shall survive the Closing, or, if the Closing does not occur, the termination of this Agreement.

16.    General

a.    Joint and Several Liability

If more than one party executes this Agreement, the terms Buyers and Sellers shall mean all of them, and each of them shall be jointly and severally liable hereunder.

b.    Captions and Footnotes

Captions and footnotes are used for convenience of reference only and are not to be construed as part of the terms of this Agreement.

c.    Severability

The invalidity of any provision of this Agreement shall in no way affect the validity of any other provision.

d.    Successors and Assigns; Recording

This Agreement is binding upon and shall inure to the benefit of the parties hereto and their heirs, successors, personal representatives, and assigns.  Notwithstanding the foregoing, if a Buyer assigns this Agreement, or if a Buyer records a copy of this Agreement, Sellers, at Sellers’ option, may declare Sellers’ obligations hereunder to be null and void and may deem Buyers to be in default of their obligations hereunder; provided, however, that a Buyer shall be permitted to assign this Agreement to any affiliate of Buyer and, in such event, notwithstanding such assignment, Buyer shall continue to be primarily liable for all obligations of such Buyer under this Agreement.

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e.    Notices

All notices given hereunder shall be in writing and shall be deemed received at the earlier of (i) when delivered in hand, or (ii) next business day after being sent by a nationally recognized overnight delivery service which provides written receipt of delivery, or (iii) when sent by facsimile or electronic mail transmission provided that a copy thereof is simultaneously sent by one of the methods specified in clauses (i) or (ii), above, addressed in each case to Buyers, Sellers, or Escrow Agent at their addresses appearing on the first page hereof, or to such other address or addresses as the parties may from time to time specify by notice so given, with copies sent in a similar fashion as follows:

In the case of notice to Buyers, to:

Rockpoint Fund Acquisitions, L.L.C.
500 Boylston Street, 21st Floor
Boston, Massachusetts 02116
Attention:  Joseph Goldman and Paisley Boney
Phone No:     
Fax No: (617) 437-7011
Email: Jgoldman@rockpointgroup.com 
Email: Pboney@rockpointgroup.com

With a copy to:
 
Rockpoint Group, L.L.C.
Woodlawn at Old Parkland
3953 Maple Avenue, Suite 300
Dallas, Texas 75219
Attention:  Roy Hoyl
Phone No:    
Fax No: (972) 934-7445
Email: Rhoyl@Rockpointgroup.com 

And:
 
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Attention:  Andrew Lance
Phone No: (212) 351-3871
Fax No: (212) 351-5348
Email: Alance@gibsondunn.com

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In the case of notice to Sellers, to:

Ivan M. Baron, Chief Legal Officer
Roseland Residential Trust, a Mack-Cali Company
Harborside 3
210 Hudson Street, Suite 400
Jersey City, New Jersey 07311
Phone No: (973) 218-2335
Fax No: (973) 218-0965
Email: baron@roselandres.com

and

Laurence M. Yorra, Esq.
Rackemann, Sawyer & Brewster
160 Federal Street
Boston, Massachusetts 02110
Phone No: (617) 951-1122
Fax No: (617) 542-7437
Email: lyorra@rackemann.com

In order to facilitate the execution and delivery of certain documents contemplated hereby, the parties grant to their respective attorneys named above the actual authority to execute and deliver on each party’s behalf (a) any agreement modifying the time for the performance of any event hereunder, or (b) any notice that may be given under this Agreement, and the parties may rely upon the signature of such attorneys (including faxed or emailed signatures) unless a party has disclaimed the authority granted herein by written notice given to the other party as provided above.

f.    Governing Law

This Agreement shall be interpreted in accordance with and governed by the laws of the Commonwealth of Massachusetts.

g.    Changes in Writing

This Agreement may not be changed, waived, or terminated except in a writing signed by the party against whom enforcement of the change, waiver, or termination is sought.

h.    Press Releases/Non-Disclosure

Neither Buyers nor Sellers shall issue any public statement, announcement or press release regarding this Agreement or the transactions contemplated hereby or otherwise disclose the existence or contents of this Agreement, unless the other has consented thereto in its reasonable discretion and to the form and substance of any such public statement, announcement or press release in its reasonable discretion.  Buyers also acknowledge and agree that the Reports and other information provided by Sellers to Buyers, or otherwise obtained by Buyers pursuant to the terms of this Agreement, are valuable to Sellers and may be of a sensitive nature, and

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Buyers agree to maintain the confidentiality of all such materials and information and shall disclose the same only to Buyers’ Related Parties or as required by applicable law.  Prior to the Closing, Sellers shall also be required to keep the transaction contemplated by this Agreement confidential and shall disclose the same only to Sellers’ Related Parties or as required by applicable law. For the avoidance of doubt, if and to the extent required by applicable law, Sellers may make a public disclosure of the contents and material terms and provisions of the transaction contemplated herein (to the extent legally permitted).

i.    No Personal Liability

Except as set forth in Paragraph 22 and in connection with Guarantor’s delivery of the Joinder attached to this Agreement, in no event shall any officer, director, shareholder, partner, manager, member, employee or agent of Sellers have any personal liability hereunder.

j.    Counterparts

This Agreement may be executed in multiple counterparts or with multiple signature pages which, when assembled as a single document or, if not so assembled, when taken together shall be deemed to be fully effective and operative as a single, fully-executed document.

k.    Facsimile and Electronic Mail

This Agreement may be executed and delivered by facsimile transmission and electronic mail (pdf), and an executed copy of this Agreement delivered by facsimile or electronic mail (pdf) transmission shall be deemed to be an original counterpart for all purposes.

l.    Merger

The acceptance and recording of the Deed by Buyers shall be deemed to be a full performance and discharge of every agreement and obligation of Sellers herein contained or expressed, except only those provisions of this Agreement which expressly survive the delivery of the Deed and/or the Closing.

m.    No Financing Contingency

Except as set forth in Paragraphs 17 and 21, it is understood and agreed that this Agreement is not conditioned or contingent upon Buyers’ ability to obtain financing for the acquisition of the Premises.  Nothing contained in this Paragraph shall be deemed to limit Buyers’ right to terminate this Agreement prior to the expiration of the Due Diligence Period, or otherwise as set forth in this Agreement.

n.    Rockpoint. 

For the avoidance of doubt, in no event shall Buyers or Rockpoint Group, L.L.C., or any entity controlled by, controlling, or under common control with Rockpoint Group, L.L.C. or Buyers be deemed an affiliate of Sellers or Roseland Residential, L.P. for purposes of this Agreement.

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o.    Like Kind Exchange

Sellers acknowledge that Buyers may wish to purchase the Premises as part of a “like-kind exchange”  as described in Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.  In that connection, Buyers expressly reserve the right to assign their rights under this Agreement to a Qualified Intermediary as defined and provided in said Treasury Regulations on or before the Time of Closing for the purpose of facilitating any such exchange and Sellers hereby consent to such assignment.  Sellers agree to reasonably cooperate with Buyers to effectuate such an exchange, if required by Buyers at or prior to the Time of Closing; provided that Sellers shall incur no additional cost or liability in connection therewith.  Without limiting the foregoing, Sellers agree, subject to the limitation that Sellers shall incur no additional cost or liability in connection therewith, to execute an acknowledgement and consent to the aforementioned assignment and an acknowledgement of receipt of direct deeding instructions from the Qualified Intermediary.  Buyers agree to indemnify and hold Sellers harmless from and against any loss or liability in connection with any such like kind exchange.  In no event shall the Time of Closing be extended in order to effectuate any such like kind exchange without the prior written consent of Sellers.

Sellers shall sell the Premises as part of a “ like kind exchange”  as described in Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Sellers 1031 Exchange”) and in connection therewith, reserve the right to assign their rights under this Agreement to a Qualified Intermediary as defined and provided in said Treasury Regulations on or before the Time of Closing for the purpose of facilitating any such exchange, and Buyers hereby consent to such assignment.  Buyers agree to reasonably cooperate with Sellers to effectuate such an exchange, if required by Sellers at or prior to the Closing; provided that Buyers shall incur no additional cost or liability in connection therewith.  Without limiting the foregoing, Buyers agree, subject to the limitation that Buyers shall incur no additional cost or liability in connection therewith, to execute an acknowledgement and consent to the aforementioned assignment.  Sellers agree to indemnify and hold Buyers harmless from and against any loss or liability in connection with any such like kind exchange.  In no event shall the Time of Closing be extended in order to effectuate any such like kind exchange without the prior written consent of Buyers.

For the avoidance of doubt, neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating a “like kind exchange” desired by the other party, and, in all events, neither party shall by its acquiescence to a “like kind exchange” desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its “like kind exchange” in fact complies with applicable tax code.

p.    Litigation.

In the event that any litigation arises under this Agreement, the prevailing party shall be entitled to recover, as a part of its judgment, reasonable attorneys’ fees, it being understood and agreed that the determination of the prevailing party shall be included in the matters which are the subject of any action or suit.

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This Paragraph 16 shall survive the Closing Date.

17.    Assignment and Assumption of Existing Alterra Financing and Existing Chase Financing

a.    Existing Alterra Financing. 

Buyers’ obligations to purchase the Premises shall be subject to Alterra Buyer obtaining all necessary approvals from the Alterra Lender to the assignment by Alterra I Seller and Alterra II Seller to Alterra Buyer, and the assumption by Alterra Buyer, of the Existing Alterra Financing, in each case from and after the Closing Date. Alterra Buyer shall be deemed to have obtained such consent when Alterra Lender issues to it a formal, unconditional consent letter consenting to such assignment and assumption (it being understood and agreed that a consent letter shall be deemed “unconditional” if the only conditions set forth therein are the actual execution and delivery of the Buyer Loan Documents (Alterra) (as hereinafter defined) and the delivery of other deliverables in Buyers’ sole control (including any escrows or reserves)) (such formal, unconditional consent being, collectively, the “Alterra Lender’s Consent” and the date upon which Alterra Buyer has received the Alterra Lender’s Consent being the “Loan Assumption Approval Date (Alterra)”. It is anticipated that the Alterra Lender’s Consent shall also contain an enumeration of all outstanding principal, interest and other amounts due under the Alterra Loan Documents and of the amounts held in escrow or on reserve by the Alterra Lender, calculated as of the time of delivering such consent. Alterra Buyer agrees to use commercially reasonable efforts to obtain the Alterra Lender’s Consent.   Alterra I Seller and Alterra II Seller shall use commercially reasonable efforts to obtain Alterra Lender’s Consent, shall reasonably cooperate with Alterra Buyer in obtaining the Alterra Lender’s Consent, and shall use commercially reasonable efforts to assist Alterra Buyer in obtaining supplemental loan proceeds from the Alterra Lender (provided, that, in no event shall it constitute a default hereunder if, despite such commercially reasonable efforts, Alterra Lender will not provide supplemental loan proceeds to Alterra Buyer as of the Closing Date, and provided, further, that Alterra Buyer obtaining any such supplemental loan proceeds from the Alterra Lender shall in no event constitute a Buyer Condition Precedent hereunder). As used herein: (i) “Buyer Loan Documents (Alterra)” means any documentation to be executed by Alterra Buyer on the Closing Date in connection with the assignment and assumption of the Existing Alterra Financing and which have been approved by Alterra Buyer; (ii) the “Buyer Loan Documents” means, collectively, the Buyer Loan Documents (Alterra) and the Buyer Loan Documents (Chase) (as hereinafter defined); and (iii) the “Loan Assumption Approval Date” means, collectively, the Loan Assumption Approval Date (Alterra) and the Loan Assumption Approval Date (Chase). 

Upon receipt of the Alterra Lender’s Consent, Alterra Buyer shall promptly provide to Alterra I Seller and Alterra II Seller evidence thereof, and of the terms upon which the Alterra Lender’s Consent has been granted.  It is acknowledged and agreed that the Alterra Lender’s Consent shall, in all events, include an express release of Alterra I Seller and Alterra II Seller and of all “Key Principals” and/or guarantors as identified in the Alterra Loan Documents from all liability under the Alterra Loan Documents in any such case arising or accruing from and after the Closing Date (the “Alterra Release”).   In the event that the Alterra Lender’s Consent does not contain an Alterra Release in form and substance satisfactory to Alterra I Seller and Alterra II Seller, in their reasonable judgment (it being agreed, for the avoidance of doubt, that Sellers shall not object to the Alterra Release substantially in the form of Exhibit X attached hereto), then

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Sellers shall have the option to terminate this Agreement by giving notice to Buyers of Sellers’ election to do so within fifteen (15) days after receipt by Alterra I Seller and Alterra II Seller of the Alterra Lender’s Consent from Alterra Buyer.  In such event, the Deposit, with all interest accrued thereon, shall immediately be refunded to Buyers and this Agreement shall be void without recourse to the parties hereto, except for the provisions of this Agreement which expressly survive such termination.

In addition, not later than three (3) business days prior to the Closing Date, Alterra I Seller and Alterra II Seller shall obtain from Alterra Lender and deliver to Escrow Agent and Buyers an updated statement from Alterra Lender as to all amounts as will be payable, assumed, and/or released in accordance with the effectuation of the assumption of the Existing Alterra Financing (i.e., for purposes of inclusion on the Settlement Statement).

Notwithstanding anything contained herein, if at any time Alterra Lender disapproves or rejects the request for the foregoing consent to the assignment and assumption of the Existing Alterra Financing or to any documentation required by Alterra Buyer in connection therewith, then, in such event, Buyers shall thereafter have the right to terminate this Agreement by giving notice to Sellers on or before that date that is ten (10) business days after Alterra Lender’s disapproval or rejection, and if Buyers so terminate, the Deposit shall be immediately returned to Buyers, and the parties shall have no further obligations to each other, other than the obligations set forth in this Agreement that by their terms survive the termination of this Agreement. 

b.    Existing Chase Financing.

Buyers’ obligations to purchase the Premises shall be subject to Chase Buyer obtaining all necessary approvals from the Chase Lender to the assignment by Chase Seller to Chase Buyer, and the assumption by Chase Buyer, of the Existing Chase Financing, in each case from and after the Closing Date. Chase Buyer shall be deemed to have obtained such consent when Chase Lender issues to it a formal, unconditional consent letter consenting to such assignment and assumption (it being understood and agreed that a consent letter shall be deemed “unconditional” if the only conditions set forth therein are the actual execution and delivery of the Buyer Loan Documents (Chase) (as hereinafter defined) and the delivery of other deliverables in Buyers’ sole control (including any escrows or reserves)) (such formal, unconditional consent being, collectively, the “Chase Lender’s Consent” and the date upon which Chase Buyer has received the Chase Lender’s Consent being the “Loan Assumption Approval Date (Chase)”. It is anticipated that the Chase Lender’s Consent shall also contain an enumeration of all outstanding principal, interest and other amounts due under the Chase Loan Documents and of the amounts held in escrow or on reserve by the Chase Lender, calculated as of the time of delivering such consent. Chase Buyer agrees to use commercially reasonable efforts to obtain the Chase Lender’s Consent.   Chase Seller shall use commercially reasonable efforts to obtain Chase Lender’s Consent, shall reasonably cooperate with Chase Buyer in obtaining the Chase Lender’s Consent, and shall use commercially reasonable efforts to assist Chase Buyer in obtaining supplemental loan proceeds from the Chase Lender (provided, that, in no event shall it constitute a default hereunder if, despite such commercially reasonable efforts, Chase Lender will not provide supplemental loan proceeds to Chase Buyer as of the Closing Date, and provided, further, that Chase Buyer obtaining any such supplemental loan proceeds from the Chase Lender shall in no event constitute a Buyer Condition Precedent hereunder). As

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used herein: “Buyer Loan Documents (Chase)” means any documentation to be executed by Chase Buyer on the Closing Date in connection with the assignment and assumption of the Existing Chase Financing and which have been approved by Chase Buyer.

Upon receipt of the Chase Lender’s Consent, Chase Buyer shall promptly provide to Chase Seller evidence thereof, and of the terms upon which the Chase Lender’s Consent has been granted.  It is acknowledged and agreed that the Chase Lender’s Consent shall, in all events, include an express release of Chase Seller and of all “Key Principals” and/or guarantors as identified in the Chase Loan Documents from all liability under the Chase Loan Documents in any such case arising or accruing from and after the Closing Date (the “Chase Release”).   In the event that the Chase Lender’s Consent does not contain an Chase Release in form and substance satisfactory to Chase Seller, in their reasonable judgment (it being agreed, for the avoidance of doubt, that Sellers shall not object to the Chase Release substantially in the form of Exhibit Y attached hereto), then Sellers shall have the option to terminate this Agreement by giving notice to Buyers of Sellers’ election to do so within fifteen (15) days after receipt by Chase Seller of the Chase Lender’s Consent from Chase Buyer.  In such event, the Deposit, with all interest accrued thereon, shall immediately be refunded to Buyers and this Agreement shall be void without recourse to the parties hereto, except for the provisions of this Agreement which expressly survive such termination.

In addition, not later than three (3) business days prior to the Closing Date, Chase Seller shall obtain from Chase Lender and deliver to Escrow Agent and Buyers an updated statement from Chase Lender as to all amounts as will be payable, assumed, and/or released in accordance with the effectuation of the assumption of the Existing Chase Financing (i.e., for purposes of inclusion on the Settlement Statement).

Notwithstanding anything contained herein, if at any time Chase Lender disapproves or rejects the request for the foregoing consent to the assignment and assumption of the Existing Chase Financing or to any documentation required by Chase Buyer in connection therewith, then, in such event, Buyers shall thereafter have the right to terminate this Agreement by giving notice to Sellers on or before that date that is ten (10) business days after Chase Lender’s disapproval or rejection, and if Buyers so terminate, the Deposit shall be immediately returned to Buyers, and the parties shall have no further obligations to each other, other than the obligations set forth in this Agreement that by their terms survive the termination of this Agreement. 

18.    Management Agreement

During the Due Diligence Period, Roseland Management Company L.L.C. (the “Management Company”) and Buyers shall negotiate in good faith toward a mutually agreeable management agreement (which in all events, if executed, shall commence immediately following the Closing and shall be terminable by either party, without cause, upon thirty (30) days prior notice to the other party) for the Premises, which management agreement shall incorporate the provisions of this Paragraph and such other provisions and conditions as Buyers and the Management Company agree upon.  For the avoidance of doubt, the only obligation contained in this Paragraph 18 is to negotiate such potential management agreement in good faith; i.e., subject to such good faith negotiation, neither Buyers nor Sellers shall be in default hereunder as a result of the failure of such management agreement to be executed on or after Closing, and in no event

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shall the execution of such management agreement constitute a condition precedent to Closing for either Sellers or Buyers.

19.    Real Estate Tax Credit 

Provided the Closing occurs, if there is a positive (i.e., greater than zero) FY21 Increase or FY22 Increase (as applicable, a “FY Increase”), then, in either, or both, such event(s), Chase Seller shall be required to pay to Chase Buyer, as applicable, the FY21 Payment if there has been a positive FY21 Increase and/or the FY22 Payment (each of the FY21 Payments and the FY22 Payments are referred to herein as a “FY Payment” and collectively, the “FY Payments”) if there has been a positive FY22 Increase, in any such case in accordance with this Section 19. Within ninety (90) days after Chase Buyer receives the applicable final third quarter tax bill that provides Chase Buyer the appropriate tax information to calculate the applicable FY Increase, Chase Buyer shall have the right to deliver to Chase Seller a written notice (as applicable, a “Chase Buyer Credit Notice”), which shall require payment of the applicable FY Payment by Chase Seller to Chase Buyer within thirty (30) days after delivery of the applicable Chase Buyer Credit Notice to Chase Seller, and shall include an excel spreadsheet showing the computation of such FY Increase and FY Payment in the form of the model computation set forth on Exhibit Z hereto, together with a copy of the applicable municipal tax bills. If Chase Seller does not receive the Chase Buyer Credit Notice for the applicable FY Increase within said ninety (90) day period, then Chase Buyer shall be deemed to have waived its right to receive the FY Payment for such FY Increase and Chase Seller shall have no obligation to pay the FY Payment for such FY Increase to Chase Buyer (but, for the avoidance of doubt, if such FY Increase is the FY21 Increase, such waiver with respect to the FY21 Increase shall not apply to the FY22 Increase or waive Chase Buyer’s rights with respect thereto.  For the avoidance of doubt, the FY Payments in the aggregate shall in no event exceed the Cap and no such FY Payment shall be reduced by any other amount payable to, paid to, or required to be paid to, Buyers hereunder or in connection with this Agreement. If there is a FY Increase, then Chase Buyer, at Chase Buyer’s sole cost and expense, shall file one (1) objection to such FY Increase by appropriate proceedings conducted in good faith and commenced within a commercially reasonable period of time after receipt of applicable municipal tax bills, but in all events before any applicable filing deadline (the “Appeal”).  Promptly after receiving the written decision of the Appeal (the “Decision”), Chase Buyer shall provide Chase Seller with a copy of the Decision.  Chase Seller, at Chase Seller’s sole cost and expense, shall have the right, but not the obligation, to file further appeals of the Decision by appropriate proceedings conducted in good faith.  Chase Seller’s obligation to pay the FY Payment shall be tolled from and after the date of the Chase Buyer Credit Notice for such FY Payment until thirty (30) days after the later date to occur (a) the date Chase Seller receives a copy of the Decision and the expiration of any applicable appeal periods, and (b) if Chase Seller files a timely appeal, the date Chase Seller receives a copy of the decision for any such appeal, and the expiration of all applicable appeal periods (on which thirtieth (30th) day thereafter Chase Seller shall have the obligation to pay to Chase Buyer an amount equal to the applicable FY Payment).  The following defined terms used in this Section 19 shall have the following meanings:

a.    “Cap” means $7,500,000.00.

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b.    “FY21 Increase” equals (1) the aggregate assessed value for the fiscal year ending June 30, 2021 for the Parcels as set forth on the applicable final third quarter tax bill for the Parcels (as defined in clause (f) below) received by Chase Buyer (which Sellers and Chase Buyer anticipate will be received by Chase Buyer on or around January 1, 2021), less (2) $160,334,229 (which is subject to change as detailed below); provided, however, in no event shall FY21 Increase be less than zero.

c.    “FY22 Increase” equals (1) the aggregate assessed value for the fiscal year ending June 30, 2022 for the Parcels as set forth on the applicable final third quarter tax bill for the Parcels received by Chase Buyer (which Sellers and Chase Buyers anticipate will be received by Chase Buyer on or before January 1, 2022), less (2) $165,144,256 (which is subject to change as detailed below), less (3) the FY21 Increase; provided, however, in no event shall FY22 Increase be less than zero.

d.    “FY21 Payment” equals the product of (1) 20, (2) 1.34%, and (3) the FY21 Increase; provided, however, in no event shall the FY21 Payment exceed the Cap.

e.    “FY22 Payment” equals the product of (1) 20, (2) 1.34%, and (3) the FY22 Increase; provided, however, in no event shall the FY22 Payment exceed the positive difference between (A) the Cap and (B) the FY21 Payment.

f.    “Parcels” means the following tax parcels: (A) 185-575-570, 186-575-507, 186-575-510, and 186-575-505 in Malden, Massachusetts and (B) 34-461C-2E in Revere, Massachusetts.

The parties acknowledge that the $160,334,229 referenced in the definition of FY21 Increase and the $165,144,256 referenced in the definition of FY22 Increase reflect the assessed value of the Parcels as of the date hereof (i.e. $155,664,300) increased by 3% and 6.09% respectively. The parties acknowledge that the assessed value of $155,664,300 is subject to change (i.e. increase or decrease) when the final assessed values for the Parcels are released on or around January 1, 2020. Should the final assessed value for the Parcels released on or around January 1, 2020 differ from $155,664,300, the corresponding changes shall be made to the numbers referenced in the definitions of FY21 Increase and FY22 Increase.

The provisions of this Paragraph 19 shall survive the Closing.

20.    All or Nothing Transaction; Obligations Joint.  For the avoidance of doubt, but without limitation, (A) the purchase and sale contemplated in this Agreement constitutes an “all or nothing” transaction, meaning that in no event shall Buyers have an obligation to purchase, or Sellers have an obligation to sell, unless all of the Premises are being purchased and sold contemporaneously, (B) Paragraph 14 shall be applied such that the actions of one Seller shall entitle both Buyers (without duplication) to exercise remedies under Paragraph 14.b against all Sellers (without duplication), (C) Paragraph 14 shall be applied such that the actions of one Buyer shall entitle all Sellers (without duplication) to exercise remedies under Paragraph 14.c against either Buyer (without duplication), (D)

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the failure of a Buyers’ Conditions Precedent in respect of any Seller and/or any portion of the Premises shall entitle both Buyers to terminate this entire Agreement in accordance with the terms herewith, and (E) the failure of a Sellers’ Conditions Precedent in respect of any Buyer and/or any portion of the Premises shall entitle all Sellers to terminate this entire Agreement in accordance with the terms herewith.

21.    Conditions to the Parties’ Obligations to Close.    

a.    Without limiting any other provision of this Agreement, the obligation of Sellers to consummate the transaction contemplated hereunder is contingent upon the following (collectively, the Sellers’ Conditions Precedent”):

i.    all representations and warranties made herein by Buyers, remain true, correct and complete in all material respects and except to the extent such representations and warranties specifically refer to an earlier date (in which event they shall have been true, correct and complete in all material respects as of such date);

ii.    On the Closing Date, Buyers shall pay the Net Purchase Price (for the avoidance of doubt, the Deposit then held by the Escrow Agent shall be released to Sellers as part of the Gross Purchase Price) and shall have executed and delivered all of the Buyer Closing Documents;

iii.    as of the Closing Date, there is no pending or threatened litigation that challenges or seeks to prevent the sale of the Premises to Buyers as contemplated by this Agreement;

iv.    Buyers shall have actually assumed each of the Existing Alterra Financing and the Existing Chase Financing; and

v.    The Sellers 1031 Exchange shall have been effectuated. 

b.    Without limiting any other provision of this Agreement, the obligation of Buyer to consummate the transaction contemplated hereunder is contingent upon the following (collectively, the “Buyers’ Conditions Precedent”):

i.    All representations and warranties made herein by Sellers, remain true, correct and complete in all material respects and except to the extent such representations and warranties specifically refer to an earlier date (in which event they shall have been true, correct and complete in all material respects as of such date);

ii.    As of the Closing Date, Sellers shall have performed their obligations hereunder in all material respects, and executed and delivered all Seller Closing Documents;

iii.    Buyers shall have actually assumed each of the Existing Alterra Financing and the Existing Chase Financing (it being agreed that from and after the

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Loan Assumption Approval Date, Buyers shall not be entitled to elect not to execute and deliver the Buyer Loan Documents in order to cause this clause (iii) to fail to be satisfied);

iv.    Without limiting Section 13.n herein, the Title Company shall be committed to issue an approved title policy to Buyer, subject only to the Permitted Exceptions, those certain general exceptions to such title policy that the Title Company, acting reasonably, will not remove from such title policy after taking into account Sellers’ execution and delivery to the Title Company of the Title Affidavit, and the standard printed jacket exceptions;

v.    as of the Closing Date, there is no pending or threatened litigation that challenges or seeks to prevent the sale of the Premises to Buyers as contemplated by this Agreement; and

vi.    The Sellers 1031 Exchange shall have been effectuated.  

If any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date, such party may, in its sole discretion, either (i) terminate this Agreement by delivering written notice to the other party on the Closing Date, in which event the Deposit shall be immediately returned to Buyer, or (ii) elect to close in a written notice to the other party, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition (for the avoidance of doubt, if a condition precedent to such party’s obligation to proceed with the Closing hereunder has not been satisfied and such party does not deliver any such written notice contemplated in clauses (i) or (ii), such party shall be deemed to have elected to terminate this Agreement in accordance with clause (i), above).  For the avoidance of doubt, this paragraph shall in no event be construed or read to vitiate or cancel any of Sellers’ or Buyers’ rights pursuant to Sections 14(b)-(c), respectively.

Notwithstanding anything contained herein, if the Sellers 1031 Exchange is not consummated due to the actions or inactions of Sellers or their affiliates, then, in such event, in addition to the Deposit being immediately returned to Buyers in accordance with the immediately preceding paragraph, Sellers shall also pay to Buyers promptly after the termination of this Agreement an amount equal to all out-of-pocket third party costs and expenses actually incurred by Buyers and their respective affiliates in connection with the transactions contemplated hereunder (any such payment, a “Section 21 OOP Payment”), in an amount not to exceed, in the aggregate with any Section 14 OOP Payment, $325,000.

22.    Post-Closing Security. To provide security for any post-Closing claims of Buyer made to enforce any indemnities and/or breach of the representations, warranties, and covenants (including, without limitation, any re-prorations or other true-ups, and for the avoidance of doubt, any liability of Sellers pursuant to Paragraphs 19 and/or 23 hereof) made by Sellers in this Agreement that expressly survive the Closing in accordance with the terms of this Agreement (“Post Closing Claims”), Roseland Residential, L.P. (“Guarantor”), hereby joins this Agreement for the sole purpose of guaranteeing the payment of, and being jointly and severally liable with Sellers with respect to, any Post Closing Claims.  Such guaranty of Guarantor shall continue and shall be automatically extended, as

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necessary, until any and all such Post Closing Claims are fully and finally resolved.  The provisions of this Paragraph 22 shall survive the Closing.

23.    Radon.

a.    Sellers hereby confirm the existence of radon at elevated levels at Tract 3 (as defined in Exhibit A) and Tract 4 (as defined in Exhibit A) (collectively, the “Existing Elevated Radon”), and as a consequence thereof, Alterra I Seller has entered into one or more contracts or agreements with licensed remediation and/or mitigation specialists to remediate and/or mitigate the Existing Elevated Radon to the standard required by Alterra Lender (each, a “Radon Mitigation Contract”). Sellers shall continue to pursue and perform, at Sellers sole cost and expense, the remediation that is necessary in order for the radon concentrations on the Alterra Property to be at or below 4 pCi/L for not less than the time period required by the Alterra Lender (the “Radon Remediation”). Sellers shall make all payments required to be made by the property owner party under any Radon Mitigation Contracts.

b.    The Radon Remediation shall be deemed completed upon the date that the Alterra Lender determines in writing that the Radon Remediation has been completed; provided, that, if despite Buyers attempting no fewer than two (2) times to cause the Alterra Lender to advise as to whether it deems such Radon Remediation complete, the Alterra Lender does not respond to such inquiry (for the avoidance of doubt, this does not mean that the Alterra Lender determines that such Radon Remediation is not complete), the Radon Remediation shall thereafter be deemed complete if a licensed remediation and/or mitigation specialist approved by Sellers and Buyers each acting reasonably certifies in writing that the Radon Remediation has been completed in accordance with all applicable laws. 

c.    Notwithstanding the foregoing, if the Radon Remediation has not been completed (as determined pursuant to the foregoing clause (b)) by the date that is six (6) months after the Closing Date, then, in such event, upon Buyers election, (A) Sellers and their respective agents, representatives, and affiliates, as applicable, shall (x) cease all activity in connection with the Radon Remediation at the Property and (y) assign (on a from and after basis only) any then-existing Radon Mitigation Contract to Buyers, and (B) Buyers shall have the right, but not the obligation, to continue, and thereafter prosecute and complete, the Radon Remediation work (and, without limitation, enter into Radon Remediation Contracts in connection therewith). In no event shall Buyers suffer or incur any liability, cost, or expense to Sellers as a result of exercising any such self-help remedy.

d.    Sellers shall indemnify, defend, and hold harmless Buyers and Buyers’ Related Parties against Losses arising from, out of, or in connection with the Existing Elevated Radon, or otherwise relating to the Radon Remediation not being completed as and when set forth herein (e.g., Losses as a result of Buyer exercising any self-help remedy as set forth in the foregoing clause (c)). For the

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avoidance of doubt, Sellers shall have no obligation or liability under this Agreement, and shall not be required to indemnify Buyers, unless and until and only for so long as Buyers (or, as applicable, any mortgagee of the Premises or any successor to Buyers or such mortgagee) grant to Sellers access to the Premises to the extent so reasonably requested. For the avoidance of doubt, Sellers’ obligation to so indemnify Buyers shall not apply to matters first arising or accruing (e.g., new tenants) after completion of such Radon Remediation shall have been achieved in accordance with the foregoing clause (b).

e.    Sellers’ obligations under this Section shall also not apply to any Losses to the extent the same are caused by or arise out of any release into the environment of any Hazardous Substances, including Radon, in, on, under or about the Premises, that are caused by or resulting from any act by Buyers or Buyers’ Related Parties from and after the Closing, or arising out of the fact that the scope of the Radon Remediation is exacerbated or made more time consuming or costly as a result of the actions of Buyers or any Buyers’ Related Party. 

f.    Buyers agree that if Alterra Lender releases funds set forth in the Radon Remediation Reserve to it, then, in such event and subject to the terms of the Alterra Loan Documents, and so long as Buyers are not exercising self-help remedies in accordance with the foregoing clause (c) and Sellers are continuing to diligently prosecute the Radon Remediation, Buyers shall promptly deliver such funds so released to Sellers to be used by Sellers in connection with the Radon Remediation.

g.    Concurrently with Closing, Buyers and Sellers agree to enter into a reasonable form of access agreement (which, for the avoidance of doubt, shall include the right of vehicular and pedestrian access, subject to and in accordance with such agreement) in connection with the post-Closing Radon Remediation.  Such agreement shall incorporate provisions from Section 4 herein to the extent applicable.

The provisions of this Paragraph 23 shall survive the Closing.

24.    Intentionally Omitted.

25.    Occupancy. At the Closing, Sellers shall cause all of their respective employees and any employees of their respective affiliates to vacate all owner occupied units at the Premises; provided, however, that with respect to the current owner occupied unit at Chase at Overlook Ridge, on or prior to the Closing Date, Chase Buyer shall enter into a lease with the Management Company substantially in the form of Exhibit L for Unit 2109.  Said lease shall be for a term of one (1) year and the rent shall be $2,758.00 per month.  The lease may be terminated by the Management Company at any time during the term upon 60 days prior written notice to the landlord under said lease.

26.    Zoning. After the Closing Date, Buyers and Sellers (together with respective applicable affiliates) shall work in good faith to agree on a post-closing agreement outlining Sellers’

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(and its affiliates’) obligations as they relate to site-wide zoning matters. Sellers and Buyers also agree that such post-Closing agreement, without limitation, shall include a customary indemnification (which shall run to the benefit of future purchasers of the Premises) from credit-worthy affiliates of Sellers (including Roseland Residential, L.P.) for all losses, costs, and expenses, related to mitigation-related items agreed to by Seller (and its affiliates) in conjunction with zoning approvals and building permit approvals, and any future obligations that may arise as a result of agreements made by Sellers and their respective affiliates (but excluding, for the avoidance of doubt, special, consequential, and punitive damages, except to the extent actually suffered or incurred by such indemnified parties in connection with third party litigation). Sellers and their respective affiliates shall also cooperate (at no cost or expense to Buyers or their respective affiliates) with Buyers in the delivery of documents and letters from governmental officials and the close out of outstanding permits, orders, and other open items, in each case in connection with the foregoing.  Notwithstanding the foregoing, Buyers and Buyers’ successors and assigns agree that they will not cause Sellers (or their affiliates) to commence or complete any mitigation in connection with the matters described in this Section 26 unless and until the relevant governmental agency that has the power to require such mitigation requires (whether directly or indirectly) that all or a part of such mitigation be commenced and completed.   The provisions of this Paragraph 26 shall survive the Closing. 

[Signatures appear on next page.]

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EXECUTED under seal as of the date first written above.

SELLERS:
 
ALTERRA I L.L.C.
a Delaware limited liability company

By:/s/ Gary T. Wagner
Name:  Gary T. Wagner
Title:  Authorized Signatory

ALTERRA II L.L.C.
a Delaware limited liability company

By:/s/ Gary T. Wagner
Name:  Gary T. Wagner
Title:  Authorized Signatory

OVERLOOK RIDGE APARTMENTS INVESTORS LLC
a Delaware limited liability company

By: /s/ Gary T. Wagner
Name:  Gary T. Wagner
Title:  Authorized Signatory





[Signatures appear on next page.]

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BUYERS:

OVERLOOK REVERE OWNER LLC
a Delaware limited liability company

By:/s/ Ron J. Hoyl
Name: Ron J. Hoyl
Title: Vice President

OVERLOOK MALDEN OWNER LLC
a Delaware limited liability company

By:/s/ Ron J. Hoyl
Name: Ron J. Hoyl
Title: Vice President

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The undersigned Escrow Agent joins in this Agreement for the sole purpose of acknowledging receipt of the First Deposit and agreeing to serve as Escrow Agent hereunder and to hold and disburse the Deposit in accordance with the terms of this Agreement.

ESCROW AGENT:
LEXINGTON NATIONAL LAND SERVICES

By:/s/ Audrey Wang
Name: Audrey Wang
Title: National Commercial Underwriter

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JOINDER

Roseland Residential, L.P. (“RR”) is executing this Joinder for the sole purposes specified in Paragraph 22 of the purchase and sale agreement to which it is attached (the “Contract”). RR hereby guarantees to Buyer the due and punctual payment and performance of all of Sellers’ Post Closing Claims (as defined in the Contract).

The terms of this Joinder and such Paragraph 22 of the Contract and RR’s obligations hereunder and thereunder are a continuing, absolute and irrevocable obligation of RR and shall remain in full force until payment, performance and/or observation in full of the obligations hereunder and thereunder.  RR’s guaranty and liability under this Joinder and Paragraph 22 of the Contract are absolute and unconditional (subject, however, to the terms, conditions and limitations on the liability of Seller as set forth in the Contract, all of which shall apply to and limit RR’s obligations and liability hereunder) and shall not be affected, released, terminated, discharged or impaired, in whole or in part, by any or all of the following:  (i) any lack of genuineness, regularity, validity, legality or enforceability, or the voidability, of this Joinder (it being understood and agreed that (x) RR shall not assert (and RR specifically waives and releases) any claim under or pursuant to this clause (i) with respect to the Contract if and to the extent that Seller is asserting or has asserted such claim, and (y) Sellers shall not assert (and Sellers specifically waive and release) any claim under or pursuant to this clause (i) with respect to the Contract if and to the extent that RR is asserting or has asserted such claim); (ii) the failure of Buyer to exercise or to exhaust any right or remedy or take any action against any person, entity or any collateral or other security available to it; (iii) any amendment or modification of the terms of this Joinder or the Contract, unless otherwise provided therein to the contrary; (iv) any failure or delay of Buyer to exercise, or any lack of diligence in exercising, any right or remedy with respect to this Joinder or Paragraph 22 of the Contract; (v) any dealings or transactions between Buyer and Sellers or any of their affiliates relating to this Joinder or the Contract, whether or not RR shall be a party to or cognizant of the same; (vi) the failure to give Sellers notice of any breach; and/or (vii) any other circumstance which might constitute a legal or equitable discharge or defense available to Sellers, whether similar or dissimilar to the foregoing, other than the defense of payment and performance. RR expressly waives the following:  (a) notice of acceptance of the Contract; (b) any requirement of promptness, diligence, presentment, protest, notice of dishonor, notice of demand and notice of acceptance; and (c) all rights of subrogation and any other claims that it may now or hereafter acquire against Seller or any insider that arise from the existence, payment, performance or enforcement of RR’s obligations hereunder and under Paragraph 22 of the Contract until such time as RR’s obligations hereunder and under Paragraph 22 of the Contract are performed and paid in full or have expired by the terms of Paragraph 22 of the Contract.  RR’s guaranty under this Joinder is a present guaranty of payment and performance and not of collection.  Notwithstanding anything to the contrary contained herein, RR’s liability shall extend to all amounts and performance of all of its obligations hereunder and under Paragraph 22 of the Contract notwithstanding the fact that this Joinder or the Contract has become unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding. For the avoidance of doubt, Buyer’s assignment of the Contract in accordance with the Contract shall not affect the obligations of RR under this Joinder in any way.

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Notwithstanding anything stated herein to the contrary, the rights under this Joinder are personal to Buyers and cannot be assigned to any third party except for a permitted assignee under Paragraph 16.d of the Contract.

RR hereby represents, warrants and certifies to Buyer as follows:  (i) the execution, delivery and performance under this Joinder or under Paragraph 22 of the Contract by RR will not violate any provision of any law, regulation, order or decree of any governmental authority, bureau or agency or of any court binding on RR, or of any contract, undertaking or agreement to which RR is a party or which is binding on RR, or of any contract, undertaking or agreement to which RR is a party or which is binding upon or any of its property or assets, (ii) this Joinder and the Contract, with respect to the applicable portion of Paragraph 22 of the Contract, have been duly authorized, executed and delivered by RR and constitutes a legal, valid and binding obligation of RR, enforceable against RR in accordance with its terms, subject as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and doctrines of equity affecting the availability of equitable remedies; and (iii) all necessary resolutions, consents, licenses, approvals and authorizations of any person or entity required in connection with the execution, delivery and performance of this Joinder and the applicable portion of Paragraph 22 of the Contract have been duly obtained and are in full force and effect.

[Signature appears on next page.]

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The undersigned Roseland Residential, L.P., joins in this Agreement for the sole purpose of acknowledging its obligations specified in Paragraph 22 of this Agreement.



ROSELAND RESIDENTIAL, L.P.
a Delaware limited Partnership

By:  ROSELAND RESIDENTIAL TRUST,  
a Mack-Cali company,
its General Partner

By: /s/ Gary T. Wagner
Name: Gary T. Wagner
Title: Authorized Signatory



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LIST OF EXHIBITS
Purchase and Sale Agreement Between
ALTERRA I L.L.C. ALTERRA II L.L.C. AND OVERLOOK RIDGE APARTMENTS
INVESTORS LLC, Sellers, and
overlook revere owner llc and overlook malden owner llc,
Buyers



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Exhibit A to Purchase and Sale Agreement Between

Alterra I L.L.C., Alterra II L.L.C. and Overlook Ridge Apartments Investors LLC, Sellers,

and Overlook Revere Owner LLC and Overlook Malden Owner LLC, Buyers



Description of the Land



Tract 1 (“Tract 1”) (8 and 12 Quarry Lane. Malden, MA and Off Breedens Lane, Revere, MA):



Lots 9B and 10B on a plan entitled “Plan of Land in Malden & & Revere, MA”, prepared by Hancock Associates, dated January 8, 2015 and recorded in the Middlesex South Registry of Deeds as Plan No. 124 of 2015.



Lot 9B is also shown on a plan entitled “Plan of Land in Malden & & Revere, MA”, prepared by Hancock Associates, dated January l , 2016 and recorded in the Suffolk Registry of Deeds as Plan No. 10 of 2016.



Being a portion of the premises conveyed to Overlook Ridge Apartments Investors LLC by deed dated December 26, 2012 from Overlook Ridge, L.L.C. and recorded in Middlesex South Registry of Deeds in Book 60837, Page 230 and recorded in the Suffolk Registry of Deeds in Book 50728, Page 255.



Tract 2 (“Tract 2”):



Parcel 1 - Lot 7D (4 Stone Lane, Malden. MA)



The land off Overlook Ridge Drive in Malden, Middlesex County, Massachusetts being shown as Lot 7D on plan entitled “Plan of Land in Malden & Revere, MA, prepared for Overlook Ridge, LLC c/o Roseland Property Company, dated January 8, 2015, drawn by Hancock Associates, Project No. 18812” recorded with Middlesex South District Registry of Deeds as Plan No. 124 of 2015.



For title see deed dated December 15, 2015 from LR Overlook Phase III, LLC to Overlook Ridge Chase II L.L.C. and recorded in the Middlesex South Registry in Book 66528, Page 487. Overlook Ridge Chase II L.L.C. merged into Overlook Ridge Apartments Investors LLC — see Certificate recorded in Suffolk Registry of Deeds in Book 58895, Page 82.



Parcel 2 - Lot 11 (15 Quarry Lane, Malden, MA)



The land off Overlook Ridge Drive in Malden, Middlesex County, Massachusetts being shown as Lot I l on plan entitled “Plan of Land in Malden & Revere, MA, prepared for Overlook Ridge, LLC c/o Roseland Property Company, dated October l, 2014, drawn by Hancock Associates, Project No. 18812” recorded with Middlesex South District Registry of Deeds as Plan No. 1008 of 2014.



For title see deed dated December 15, 2015 from Overlook Ridge, L.L.C., to Overlook Ridge Chase II L.L.C. and recorded in the Middlesex Registry in Book 66528, Page 490. Overlook

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Ridge Chase II L.L.C. merged into Overlook Ridge Apartments Investors LLC — see Certificate recorded in Suffolk Registry of Deeds in Book 58895, Page 82.



Tract 3 (“Tract 3”) (15 Parkside Place, Revere, MA):



A certain parcel of land situated in Revere, Suffolk County, Massachusetts and Malden, Middlesex County, Massachusetts, being the premises shown as Lot 2A on a plan entitled “Overlook Ridge, Malden/Revere, MA, Lot 2A Plan”, prepared by H.W. Moore Associates, Inc., and recorded on April 7, 2003 with the Middlesex County (Southern District) Registry of Deeds as Plan No. 285 of 2003, in Book 3871 1, Page 354 and recorded on April 7, 2003 with the Suffolk County Registry of Deeds as Plan No. 180 of 2003 in Book 31073, Page 131.



For title see the following deeds:



i.    Deed dated January 17, 2013 from Overlook Ridge Phase I, L.L.C. to Alterra I L.L.C. and Mack-Cali TC L.L.C. and recorded in the Middlesex South Registry of Deeds in Book 61031, Page 177 and the Suffolk Registry of Deeds in Book 50862, Page 57



ii.    Deed dated November 3, 2016 from Mack-Cali TC L.L.C. to Alterra I L.L.C. and recorded in the Middlesex South Registry of Deeds in Book 68364, Page 40 and the Suffolk Registry of Deeds in Book 57076, Page 101



Tract 4 (19 Overlook Ridge Drive, Revere, MA):



A certain parcel of land on Overlook Ridge Drive situated in Revere, Suffolk County, Massachusetts and Malden, Middlesex County, Massachusetts, being the premises shown as Lot 4A-2 on a plan entitled “Plan of Land in Malden & Revere, MA” dated January 5, 2012, prepared by Hancock Associates, recorded with Suffolk County Registry of Deeds in Book 2012, Page 27 and Middlesex South Registry of Deeds as Plan No. 47 of 2012.



For title see the deed dated April 4, 2013 from Overlook Ridge Phase 1B, LLC to Alterra II L.L.C. and recorded in the Middlesex South Registry of Deeds in Book 61551, Page 371 and recorded in the Suffolk Registry of Deeds in Book 51247, Page 331.



THE PREMISES SHALL BE CONVEYED SUBJECT TO AND THE BUYER SHALL ACCEPT TITLE TO THE PREMISES SUBJECT TO THE FOLLOWING ENCUMBRANCES WHICH SHALL BE DEEMED PERMITTED EXCEPTIONS HEREUNDER:



[ATTACH LIST OF ENCUMBRANCES SHOWN ON EXISTING TITLE POLICIES.]

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Exhibit B to Purchase and Sale Agreement Between

Alterra I L.L.C., Alterra II L.L.C. and Overlook Ridge Apartments Investors LLC, Sellers, and

Revere Owner LLC and Overlook Malden Owner LLC, Buyers



Inventory of Personal Property



[ATTACH INVENTORY OF PERSONAL PROPERTY.]







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Exhibit D to Purchase and Sale Agreement Between

Alterra I L.L.C., Alterra II L.L.C. and Overlook Ridge Apartments Investors LLC, Sellers, and

Overlook Revere Owner LLC and Overlook Malden Owner LLC, Buyer



List of Loan Documents



Alterra Loan Documents



Multifamily Loan and Security Agreement dated January 10, 2017 by Alterra I L.L.C. and Alterra II L.L.C. (collectively, “Alterra Borrower”) and Capital



Multifamily Note dated January 10, 2017 from Alterra Borrower to Capital



Guaranty Multistate dated January 10, 2017 by Mack-Cali Realty, L.P.



Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated January 10, 2017 from Alterra Borrower to Capital

Recorded Middlesex South Registry of Deeds in Book 68740, Page 392

Recorded Suffolk Registry of Deeds in Book 57409, Page 52



Assignment of Security Instrument dated January 10, 2017 from Capital to Federal Home Loan Mortgage Corporation

Recorded Middlesex South Registry of Deeds in Book 68740, Page 419

Recorded Suffolk Registry of Deeds in Book 57409, Page 79



Recycled Borrower Certification dated January 10, 2017 by Alterra I L.L.C.



Recycled Borrower Certification dated January 10, 2017 by Alterra II L.L.C.



Agreement to Amend or Comply dated January 10, 2017 by Alterra Borrower



Assignment of Management Agreement and Subordination of Management Fees dated January 10, 2017 by Alterra Borrower, Capital and Roseland Management Company, L.L.C.



Moisture Management Operations and Maintenance Agreement and Plan dated January 10, 2017 by Alterra Borrower and Capital



Asbestos Operations and Maintenance Agreement and Plan dated January 10, 2017 by Altera Borrower and Capital



Polychlorinated Biphenyls Operations and Maintenance Agreement and Plan dated January 10, 2017 by Alterra Borrower and Capital



UCC-I Financing Statement naming Alterra Borrower, as debtor, and Alterra Lender, as secured party,

Recorded in Suffolk Registry of Deeds in Book 57409, Page 203

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UCC-I Financing Statement naming Alterra Borrower, as debtor, and Alterra Lender, as secured party,

Recorded in Middlesex South Registry of Deeds in Book 68740, Page 425



UCC-I Financing Statement naming Alterra Borrower, as debtor, and Alterra Lender, as secured party, to be filed with the Delaware Secretary of State’s Office



Chase Loan Documents



Mortgage Note dated December 5, 2017 by Overlook Ridge Apartments Investors LLC (“Chase Borrower”) to Chase Lender



Mortgage, Assignment of Leases and Rents and Security Agreement dated December 5, 2017 by Chase Borrower to Chase Lender

Recorded in the Middlesex South Registry of Deeds in Book 70345, Page 27 1

Recorded in the Suffolk Registry of Deeds in Book 58895, Page 85



Guaranty of Recourse Obligations dated December 5, 2017 by Mack-Cali Realty, L.P.



Environmental Indemnity Agreement dated December 5, 2017 by Chase Borrower and Mack-Cali Realty, L.P.



Statement of Undertaking dated December 5, 2017 by Chase Borrower



UCC-I Financing Statement naming Chase Borrower, as debtor, and Chase Lender, as secured party

Recorded in the Middlesex South Registry of Deeds in Book 70345, Page 344

Recorded in the Suffolk Registry of Deeds in Book 58903, Page 130



UCC-I Financing Statement naming Chase Borrower, as debtor, and Chase Lender, as secured party

Filed with the Delaware Secretary of State’s Office as File No. 2017-8062152



Tax and Escrow Information Sheet dated December 5, 2017 by Chase Borrower



Tax Escrow Authorization Form dated December 5, 2017 by Chase Borrower



Ownership Interest Form dated December 5, 2017 by Chase Borrower



Operating Account Auto Debit Agreement dated December 5, 2017 by Chase Borrower



Mailing Address for Monthly Bills Form dated December 5, 2017 by Chase Borrower



Lease and Rent Roll Certification dated December 5, 2017 by Chase Borrower



Lease Security Account Letter dated December 5, 2017 by Chase Borrower

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Exhibit F to Purchase and Sale Agreement Between

Alterra I L.L.C., Alterra II L.L.C. and Overlook Ridge Apartments Investors LLC, Sellers, and

Overlook Revere Owner LLC and Overlook Malden Owner LLC, Buyers



List of Existing Contracts



[ATTACH LIST OF CONTRACTS.]







 

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The Chase at Overlook Ridge (Overlook Ridge Apartment Investors L.L.C.)



Active Contract Log





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The Chase at Overlook Ridge (Overlook Ridge Apartment Investors L.L.C.)



Active Contract Log





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The Chase at Overlook Ridge II (Overlook Ridge Apartment Investors L.L.C.)



Active Contract Log





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Alterra I (Alterra I, L.L.C.)



Active Contract Log



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Alterra II (Alterra II, L.L.C.)



Active Contract Log



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