Exhibit 10.23

PURCHASE AND SALE AGREEMENT

(80 Eisenhower Drive — Westbrook, Maine)

        This PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made and entered into as of the 17th day of January, 2006 (the “Effective Date ”), by and among CW WESTBROOK LIMITED PARTNERSHIP, a Delaware limited partnership having an address of c/o S.R. Weiner and Associates, Inc., 1330 Boylston Street, Chestnut Hill, Massachusetts 02467, (“ Seller ”) and IDEXX LABORATORIES, INC., a Delaware corporation having an address of 80 Eisenhower Drive, Westbrook, Maine 04092 (“ Buyer ”).

        In consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt, sufficiency and delivery of which are hereby acknowledged, the parties hereto hereby agree as follows:

    1.        AGREEMENT TO PURCHASE AND SELL . Seller hereby agrees to sell, and Buyer hereby agrees to buy, subject to the terms and conditions of this Agreement, the following real and personal property (collectively, the “ Property ”):

        1.1 the land, as more particularly described in Exhibit A attached hereto and made a part hereof, together with all mineral and water rights, easements, rights, rights of way, privileges and benefits appurtenant thereto (the “ Land ”), and all buildings and improvements thereon (the “ Improvements ”). The Land and the Improvements are collectively referred to as the “ Real Property ”;

        1.2 all of Seller’s right, title and interest, if any, in and to all fixtures and equipment now used in connection with the operation of the Improvements and located therein including, without limiting the generality of the foregoing, any of the following: boilers, pumps, tanks, electric panel switchboards, lighting equipment and wiring, heating, plumbing, ventilating and air conditioning apparatus and equipment, elevators, escalators, and conveyors, and all other personal property owned by Seller and located at the Property (the “ Personalty ”);

        1.3 all of Seller’s right, title and interest in and to all leases and occupancy agreements for any portion of the Real Property, including, without limitation, the Leases (as defined below), together with any and all guarantees, deposits and escrows and prepaid rents relating to or serving as security for the Leases and any files kept by Seller in connection with the Leases; provided, however, that with respect to the Sanmina Lease identified on Exhibit C, Seller shall assign its rights, in common with Seller such that both parties shall have the right to enforce such rights independently of the other, but Buyer shall not assume any obligations thereunder;

        1.4 all of Seller’s right, title and interest, if any, in and to all intangible property used in connection with the foregoing, including, without limitation, all contract rights, licenses, permits, approvals, utility contracts, telephone exchange numbers, advertising materials, plan and specifications, drawings, surveys, governmental approvals and development rights and all warranties and guaranties (if any) issued to or held by Seller by any manufacturer, supplier, contractor, subcontractor or materialman in connection with the construction or installation of the Improvements or equipment or fixtures included as part of the Property or the maintenance of the Property;

1

        1.5 the interests of Seller in and to any contracts relating to the operation, ownership, maintenance or management of the Real Property (“ Service Contracts ”) and listed on Exhibit E attached hereto, but only to the extent Buyer elects to assume any such contracts (each an “ Assumed Contract ”), which election shall be evidenced by written notice to Seller prior to the end of the Inspection Period. Any Service Contract not assumed by Buyer will be terminated by Seller as of the Closing. Notwithstanding the foregoing, the existing property management agreement between Seller and S.R. Weiner and Associates, Inc., if any, shall be terminated at Closing; and

        1.6 all of Seller’s rights and interests in and to any easements affecting the Premises, including the right to receive any payments in connection therewith.

    2.        PURCHASE PRICE; ASSUMED LOAN .

        2.1 The purchase price for the Property (the “ Purchase Price ”) shall be Eighteen Million Dollars ($18,000,000.00), subject to adjustment as hereinafter provided, minus the sum of (x) the outstanding principal balance of the Assumed Loan, and (y) unpaid interest thereon accrued through the “Closing Date” (as hereinafter defined), and (z) all other amounts then due and owing under the Assumed Loan. Subject to the terms and conditions of this Agreement, the Purchase Price shall be paid as follows:

        2.2 Escrow Agent is executing this Agreement to acknowledge Escrow Agent’s responsibilities hereunder. Any amendment to this Agreement that is not signed by Escrow Agent shall be effective as to the signatories thereto, but shall not be binding on Escrow Agent. Escrow Agent shall accept the Deposit with the understanding of the parties that Escrow Agent is not a party to this Agreement except to the extent of its specific responsibilities hereunder, and does not assume or have any liability for the performance or non-performance of Buyer or Seller hereunder to either of them and need not be joined in any amendment hereto, except to the extent any such amendment modifies Escrow Agent’s rights or obligations hereunder. Additional provisions with respect to the Escrow Agent are set forth in Section 16 below. If the Escrow Agent requires an additional agreement or provisions, the parties agree to negotiate such agreement or provisions in good faith.

2

        2.3 Subject to the provisions of this Agreement, the Property will be conveyed subject to that certain loan (the “ Assumed Loan ”) in the original principal amount of Nine Million Five Hundred and no/100 Dollars ($9,500,000.00) as the same may have been modified, amended or extended, made by Sun Life Assurance Company of Canada (the “ Lender ”), which Assumed Loan is evidenced and secured by the documents listed on Exhibit B attached hereto (the “ Assumed Loan Documents ”). Prior to the Closing, Seller and Buyer shall use good faith efforts to obtain the approval of the Lender (and/or, if applicable, the loan servicer (“ Servicer ”)) to the transfer of the Property to Buyer subject to the Assumed Loan. Seller shall use good faith efforts to have the Lender include in such approval document such estoppel provisions pertaining to the Assumed Loan as Buyer shall reasonably request. All loan assumption fees and all other costs and fees and expenses (including legal fees) charged by the Lender shall be borne by Seller. Except as set forth in the preceding sentence, any and all costs and expenses incurred by Buyer in connection with the assumption of the Assumed Loan shall be paid by Buyer. Buyer agrees to cooperate in good faith and to provide, execute and deliver, as applicable, such documents and financial information to Lender or Servicer for review and approval prior to and in connection with the approval of Buyer’s assumption of the Assumed Loan as Lender and/or Servicer shall reasonably require, in form and substance reasonably acceptable to Buyer, but in no event on terms less favorable than set forth in the Assumed Loan Documents. If required by Lender or Servicer, Buyer shall form a “single purpose” subsidiary to acquire title to the Property and to assume the Assumed Loan. In no event shall Buyer be obligated to incur or assume any liability in excess of Seller’s current obligations under the Assumed Loan Documents. It shall be a condition to Buyer’s obligations hereunder, that the Assumed Loan Documents shall be amended to Buyer’s reasonable satisfaction to (a) accommodate the fact that Buyer is a publicly traded company and to make the obligations and restrictions thereunder consistent with the rights and obligations of Buyer as a publicly traded company; (b) to eliminate any restrictions on the transfer of stock of Buyer; (c) eliminate any requirements or obligations specific to Seller and not reasonably capable of being satisfied or performed by Buyer; and (d) address such other provisions as Buyer shall reasonably require. In addition, the Assumed Loan Documents shall be amended to provide for the Lender’s release of Seller and any guarantor or indemnitor of Seller’s obligations under the Assumed Loan Documents from any and all liability thereunder. At Closing, Seller shall assign to Buyer all of Seller’s rights to all escrow balances or reserves, if any, maintained by the Lender or Servicer in connection with the Assumed Loan, and Seller shall receive a credit from Buyer in the amount of such escrow balances or reserves, subject to confirmation from Lender or Servicer. Notwithstanding the foregoing, if Seller and Buyer have not obtained the Lender’s and Servicer’s approval to the assumption of the Assumed Loan by Buyer or its affiliate on or before the Closing Date (the “ Lender’s Consent ”), then the Closing Date shall automatically be extended for up to thirty (30) days to allow Seller to obtain such approval prior to the Closing. In the event approval for the assumption of the Assumed Loan is not obtained prior to the Closing Date (as such date may be extended as aforesaid), Seller or Buyer may terminate this Agreement by written notice given to the other on or before the Closing Date (as extended). If the Loan Documents are not amended as provided above to Buyer’s satisfaction, or if Seller is not able to secure from the lender estoppel provisions reasonably satisfactory to Buyer, Buyer may terminate this Agreement by written notice given to Seller on or before the Closing Date (as extended). Upon termination of this Agreement, as provided in either of the preceding two sentences, the Deposit shall be returned to Buyer and this Agreement shall terminate without further recourse to either party, except that those obligations that pursuant to the express terms hereof survive the termination of this Agreement shall remain in effect. Up to and including the Closing Date, Seller shall (x) continue to perform all obligations and to make all required payments in the manner and at the times specified in the Assumed Loan Documents; and (y) use its best efforts to prevent from occurring any event that with notice or the passage of time, or both, would constitute a default under the Assumed Loan Documents.

3

    3.        REPRESENTATIONS AND WARRANTIES OF SELLER .

        3.1 Representations and Warranties. Seller represents and warrants to Buyer as follows as of the date hereof and as of the Closing:

4

5

6

        3.2 Seller’s Knowledge . As used in this Agreement, the term “to Seller’s knowledge” or words of similar tenor shall mean only the current actual (and not constructive, imputed or implied) knowledge of the following designees of Seller, after reasonable inquiry: Thomas DeSimone, Al Rocco or Helen Poulin. Seller represents and warrants that the above-designated individuals are the parties with the day-to-day knowledge and responsibility for the Property. Anything herein to the contrary notwithstanding, but subject to the following provisions of this paragraph, no such designee shall have any personal liability or obligation whatsoever, merely by virtue of the preceding sentence of this Section 3.2, with respect to any of the matters set forth in this Agreement or any of the representations made by Seller being or becoming untrue, inaccurate or incomplete in any respect.

        3.3 Survival of Representations . The representations and warranties contained in this Agreement and in any other document or instrument delivered pursuant to this Agreement shall survive Closing and delivery of the Deed for the duration of the “ Survival Period ” and, with respect to any written claim in connection with the representations and warranties made within such Survival Period, until final unappealable adjudication or settlement thereof. For purposes of this Agreement, the “ Survival Period ” shall mean that period commencing on the Closing Date and ending on the first anniversary of the Closing Date. Any claim must be delivered to Seller on or before the end of the Survival Period, time being of the essence. Any claim under this Article 3 is subject to the provisions of Section 6.8 herein. Notwithstanding anything herein to the contrary, Seller shall in no event have any liability for breach of any representation, warranty, indemnity or covenant set forth in this Agreement or in any document, instrument or agreement delivered pursuant hereto (i) unless and until the aggregate amount of all such claims for breaches exceeds Twenty Thousand Dollars ($20,000.00) in which event Buyer shall be entitled to seek recovery of the full amount of its claim under this Section, or (ii) for any amounts in excess of One Million Dollars ($1,000,000.00) in the aggregate (the “ Liability Limits ”). To the extent that prior to Closing Buyer discovers any inaccuracy in a representation and warranty of Seller in this Agreement and Buyer or Seller expressly notifies the other party prior to Closing of any such inaccuracy and notwithstanding such inaccuracy and notification, Buyer proceeds to close this transaction, such representation and warranty shall be deemed modified to reflect the inaccuracy discovered by Buyer.

        3.4 Continued Existence . Seller covenants and agrees that it will not voluntarily take any action to dissolve or terminate its existence and shall use good faith and diligent efforts to remain in good standing under the laws of the State of Maine until such time as its indemnity obligations under Section 6.8 have been satisfied.

7

        3.5 Personal Assurance . Stephen R. Weiner, an individual resident of Massachusetts, hereby covenants and agrees with Buyer that until Seller’s indemnification obligations under Section 6.8 have been satisfied, he will make available and will contribute to Seller cash in an amount up to the maximum Liability Limit (as defined above in this Section 3.3 hereof), to the extent such funds are required in order to pay amounts due and owing from Seller to Buyer on account of Seller’s indemnification obligations set forth in Section 6.8 of this Agreement from time to time and guaranties payment of such funds by Seller to Buyer, to the extent required in order to satisfy Seller’s indemnification obligations set forth in Section 6.8 of this Agreement. This is a personal obligation and undertaking of Stephen R. Weiner. If Stephen R. Weiner fails to contribute such funds, as provided above, or if contributed, such funds are not paid to Buyer to the extent of Seller’s indemnification obligations set forth in Section 6.8 of this Agreement, Buyer will have enforceable legal and equitable remedies directly against Stephen R. Weiner for the full amount of Seller’s indemnity obligations, up to the Liability Limit. So long as Stephen R. Weiner’s obligations under this Section 3.5 shall remain outstanding, Stephen R. Weiner covenants and agrees to maintain a net worth (determined in accordance with generally accepted accounting principles) of not less than $10,000,000 and liquid assets of not less than $5,000,000. At the Closing, Stephen R. Weiner shall deliver to Buyer a written certification from his accountant certifying that the above net worth and liquidity requirements of Stephen R. Weiner continue to be satisfied as of the date of such certification (an “ Accountant’s Letter ”). Stephen R. Weiner shall provide Buyer with written notice if at any time prior to the expiration of the time period described in Section 3.4 above there shall occur any material adverse change in his financial condition, which notice shall be accompanied by an Accountant’s Letter confirming his continued compliance with the net worth and liquidity requirements set forth above.

    4.        INSPECTION AND TERMINATION .

        4.1 Inspection Period . Through and including the “ Inspection Period ” (as defined below), Buyer, its agents, employees and contractors, shall be entitled to enter upon the Property including all leased areas, upon reasonable prior notice to Seller, to perform inspections and tests on and of the Property, including surveys, test borings, environmental sampling and other studies, examinations and tests of all structural and mechanical systems within the Improvements, and to examine the books and records of Seller and Seller’s property manager relating to the Property and performing such other investigations and analysis as Buyer deems necessary or appropriate. The “Inspection Period” shall be that period of time from the Effective Date of this Agreement to and including the forty-fifth (45 ^th ) day after the Effective Date; provided, however, that if Buyer gives written notice to Seller on or before the end of such forty-fifth (45 ^th ) day that Buyer needs additional time to complete its due diligence, as described in the preceding sentence or the “Title Commitment” or “Survey” (as defined in Section 5.3 below), the Inspection Period shall be extended for an additional thirty (30) days. If Buyer wishes to engage in any “invasive testing” (as defined below), Buyer shall obtain Seller’s prior consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Invasive testing shall be testing of the Real Property that involves digging, drilling, cutting or boring into the ground or Improvements. Seller acknowledges that there are currently monitoring wells on the Real Property and that the taking of samples from existing wells shall not constitute invasive testing. Buyer agrees to coordinate its inspections through Seller’s property manager, whose name and phone number is provided below; provided, however, that such property manager shall not unreasonably interfere with Buyer’s inspection or ability to inspect and provided further that Buyer shall not unreasonably be required to change its schedule of inspections to accommodate the availability of Seller’s property manager. Seller’s property manager is Helen Poulin and can be reached at (207) 773-8833. Buyer reserves the right for itself, and its agents and contractors, to contact governmental authorities, including those with authority to administer and enforce Environmental Laws, to identify and collect information related to the Property, including Permit information. Such contacts and information gathering may include, but will not be limited to, information identified in the “All Appropriate Inquiry” regulations promulgated by the U.S. Environmental Protection Agency in 40 C.F.R. Part 312, published at 70 Fed. Reg. 66107-113 (November 1, 2005) regardless of the effective date of those regulations.

8

        4.2 Insurance . Prior to entering into any portion of the Real Property not currently occupied by Buyer as tenant under the IDEXX Lease, Buyer shall deliver to Seller evidence reasonably satisfactory to Seller that Buyer has obtained comprehensive general liability insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence for property damage, bodily or personal injury, or death.

        4.3 Limitation on Inspections . In connection with the right to enter upon the Property set forth in this Article 4, Buyer agrees (i) to repair any damage to the Property caused by its inspections, except that if Buyer installs groundwater monitoring wells at its own expense Buyer shall not be required to remove the wells, but shall leave them in a safe condition, and (ii) to hold harmless and indemnify the Seller from any and all damages, claims, losses and liabilities (including, without limitation, legal fees and expenses) incurred by Seller in respect of bodily injury, property damage or mechanics liens arising from or related to Buyer’s or Buyer’s agents’ or contractors’ or employees’ inspections of the Property or its failure to satisfy the conditions of subsection (i)  above. The provisions of this subparagraph shall survive the Closing and delivery of the Deed or termination of this Agreement.

        4.4 Seller Deliveries .  Seller has delivered to Buyer copies of all of the items specified on Exhibit H , attached hereto, as qualified by that certain letter from Tom DeSimone to Buyer dated January 6, 2006, attached hereto as part of Exhibit H (the “ Seller Documents ”). Except as otherwise expressly set forth in Section 3.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy of the information contained in any of the Seller Documents.

        4.5 Termination Option . This Agreement shall automatically terminate at the end of the first Business Day following the Inspection Period, as the same may be extended as provided in Section 4.1 above, unless Buyer, on or before the end of such first Business Day gives written notice to Seller that Buyer is prepared to proceed to Closing in accordance with the terms of this Agreement. Without limiting the automatic termination of the preceding sentence, Buyer shall have the right to unilaterally terminate this Agreement at anytime prior to the end of the Inspection Period. Upon such termination, under either scenario, the Deposit shall be returned to Buyer by the Escrow Agent without any further required action by Buyer or Seller and neither party shall have any further liability or obligation to the other hereunder except for any provision that expressly survives the Closing or the termination of this Agreement.

9

    5.        TITLE .

        5.1 Title . Title to the Real Property shall be good and marketable subject only to (a) zoning restrictions, (b) customary utility easements, but only to the extent that they exclusively serve the Property, (c) such taxes for the current tax year as are not due and payable as of the date of Closing (the “ Closing Date ”); (d) the rights of the tenant under the “ IDEXX Lease ” (as defined in Exhibit C ); and (e) any title and survey matters waived or deemed to be waived by Buyer pursuant to Section 5.3 (all of which are collectively referred to herein as “ Permitted Exceptions ”).

        5.2 Additional Title Considerations . Without limiting the generality of the requirements of Section 5.1 above, the Property shall not be considered to be in compliance with the provisions of this Agreement with respect to title unless the following conditions are either satisfied or waived (or deemed waived) pursuant to Section 5.3 below:

        5.3 Title and Survey . Buyer shall obtain each of the following at its own cost and expense: (i) a current Survey of the Real Property; and (ii) a title insurance commitment for the Real Property issued by a title insurance company selected by Buyer (the “ Title Commitment ”). Buyer shall notify Seller on or before the expiration of the Inspection Period, as the same may be extended in accordance with Section 4.1 above, of any matters reflected on the Title Commitment or on the Survey that would make Seller unable to give title to the Premises as stipulated herein, including without limitation, any title or survey matters that are objectionable to Buyer (referred to herein as “ Defects of Title ”, or individually, a “ Defect of Title ”). Any such written notice is referred to herein as a “ Buyer’s Title Notice ”. Seller shall have five (5) business days following its receipt of Buyer’s Title Notice to notify Buyer by written notice as to whether or not Seller has elected to cure or not to cure the matter or matters objected to by Buyer in such Buyer’s Title Notice (a “ Seller’s Title Notice ”). If Seller notifies Buyer in its Seller’s Title Notice that Seller has elected not to cure any matter objected to in such Buyer’s Title Notice, or if, having elected to attempt to cure a Defect of Title, Seller is unable to do so within the Cure Period as defined below, after the exercise of good faith efforts, Buyer shall elect, within five (5) business days following its receipt of Seller’s Title Notice, or the end of the Cure Period, as the case may be, to either (a) waive its objection or objections to the matter or matters specified in Buyer’s Title Notice and not being cured by Seller, in which case such matter or matters shall become Permitted Exceptions; or (b)  terminate this Agreement by written notice to Seller, in which case the Deposit shall be returned forthwith to Buyer by the Escrow Agent without any further required action by either Buyer or Seller and neither party shall have any further liability or obligation to the other hereunder, unless such Defect of Title arises as a result of Seller’s default hereunder, and except for any matter that expressly survives the Closing or the termination of this Agreement. If Seller has elected to cure any matter, Seller shall have sixty (60) days after the date of Buyer’s Title Notice (the “ Cure Period ”) to attempt to cure any such Defect of Title in a manner reasonably acceptable to Buyer (and, if necessary, the Closing shall be extended to accommodate such time periods), and Buyer shall be given a reasonable opportunity prior to Closing to verify that such matter has been cured to Buyer’s reasonable satisfaction. Buyer shall be deemed to have waived any objection to any Defect of Title unless Buyer notifies Seller of such Defect of Title on or before the end of the Inspection Period, as the same may be extended as provided in Section 4.1. Accordingly, any Defect of Title not timely objected to by Buyer shall be deemed to be a “ Permitted Exception ”. In all events Seller shall be required to remove at or prior to Closing (X) any mortgages affecting the Property and any other liens encumbering the Property that secure monetary obligations (including, without limitation, mechanic’s liens) to the extent such liens are voluntarily created by Seller or arise out of any work performed by or on behalf of Seller (other than documents evidencing and securing the Assumed Loan), and (Y) any tax liens or amounts affecting the Property being conveyed due for taxes, water or sewer for any period of time prior to Closing. With respect to any monetary liens that are not included within clauses (X) or (Y) above, Seller agrees to cause such liens to be released from the Property by posting a bond or otherwise.

10

        5.4 Title Policy . Buyer may obtain, at its sole cost and expense, an Owner’s Title Insurance policy in the amount of the Purchase Price insuring fee simple title to the Real Property, subject only to the Permitted Exceptions (a “ Title Policy ”). Buyer may, at its election, request (i) extended coverage endorsement over general exceptions, with the standard survey exception limited to matters shown on the surveys, and (ii) other title endorsements (collectively, “ Buyer Requested Title Endorsements ”). Seller agrees to cooperate reasonably with Buyer and the title company in connection with issuing the Title Policy and Buyer Requested Title Endorsements and to assist in satisfying the requirements to the issuance of the Title Policy, to the extent reasonable and customary for sellers of commercial property. Such cooperation shall include, but not be limited to, Seller providing evidence of authority, copies of organizational documents, an affidavit or affidavits necessary to satisfy the reasonable and customary requirements of the title company in deleting the standard printed exceptions and in issuing the Buyer Requested Title Endorsements, provided that the form and content of such affidavit or affidavits are reasonably acceptable to Seller and provided the same do not materially increase the obligations or decrease the rights of Seller contempated by this Agreement.

    6.        AS IS PURCHASE; MAINTENANCE OF PROPERTY; INTERIM COVENANTS .

        6.1 AS IS PURCHASE . Except as expressly set forth in this Agreement (including, without limitation, Article 3), Buyer acknowledges and agrees that Buyer is acquiring the Property in its “AS IS” condition, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, all of which are hereby waived and disclaimed by Buyer; provided, however, that such waiver and disclaimer shall not, and do not, relieve Seller from any liability for breach of any representation or warranty set forth herein. Other than as expressly set forth herein, neither Seller nor any agents, representatives, or employees of Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to Buyer or any agents, representatives, or employees of Buyer with respect to the condition of the Property, its fitness for any particular purpose, or its compliance with any laws. Seller and Buyer acknowledge that the Inspection Period is intended to provide Buyer the opportunity to make such inspections (or have such inspections made by consultants) as it desires of the Property and all facts relevant to its use, including, without limitation, the interior, exterior, and structure of all Improvements, and the condition of soils and subsurfaces. Buyer acknowledges that it is relying on its own investigation of the Property and not on any information provided or to be provided by Seller except as expressly set forth in this Agreement, and agrees to accept the property at the Closing and waive all objections or claims against Seller (including, without limitation, any right or claim of contribution) arising from or related to the Property or to any Hazardous Materials on the Property except as expressly set forth in this Agreement. The provisions of this Section 6.1 shall survive the Closing.

11

        6.2 Maintenance of Property . From and after the date of this Agreement through the Closing, the Property will be operated and managed on behalf of Seller in the normal course of business, in a manner consistent with the way the Property is presently being operated and managed and Seller shall keep the Property and Improvements in substantially the same condition and repair as it is in on the date hereof, reasonable wear and tear, damage by casualty and actions by Buyer excepted. During the term of this Agreement, Seller shall not enter into any new leases or modify the Leases without the prior written approval of Buyer. In addition, Seller shall maintain property and liability insurance on the Property with such coverages and in such amounts as are presently maintained by Seller on the date hereof. Subject to the adjustments prescribed in Article 9 hereof, Seller will, in the ordinary course of business, cause to be paid all trade accounts and costs and expenses of operation and maintenance of the Property incurred or attributable to a period prior to the Closing Date. Seller will pay and discharge, in the ordinary course of business, but in any event prior to delinquency, all ownership, leasing, operating, management and maintenance fees, costs and expenses incurred with respect to periods prior to the Closing, including without limitation, all amounts due and owing under the Service Contracts. Seller shall not take any affirmative action that would cause any Defect of Title, cause the Property not to conform with the provisions of this Agreement, would cause any representations of Seller set forth in this Agreement to be untrue or incorrect in any material respect or would otherwise cause Seller to be unable to perform its obligations under this Agreement.

        6.3 Performance of Assumed Loan Documents . From and after the Effective Date of this Agreement through the Closing, Seller shall (a) continue to perform all obligations and to make all required payments in the manner and at the times specified in the Assumed Loan Documents; and (b) use its best efforts to prevent from occurring any event that with notice or the passage of time, or both, would constitute a default under the Assumed Loan Documents.

        6.4 No Transfers . Seller shall not sell, transfer, encumber or convey or mortgage the Property, or any part thereof, or interest therein, without the written consent of the Buyer.

        6.5 Leases . Seller shall continue to observe and perform, within any applicable cure period, all of the obligations imposed upon Seller pursuant to the Leases from the Effective Date through the Closing Date. Seller will not modify any of the Leases from the Effective Date through the Closing without the prior written approval of Buyer, which approval may be withheld in Buyer’s sole discretion.

12

        6.6 Reasonable Good Faith Efforts; Further Assurances . Subject to the terms and conditions of this Agreement, each party will use commercially reasonable efforts to take, or cause to be taken, all action and to do or cause to be done, all things necessary or desirable under applicable law to consummate the transactions contemplated by this Agreement and to satisfy the conditions to Closing set forth herein. The parties further agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement, provided the same are customary and do not materially increase the obligations or decrease the rights of the parties contemplated by this Agreement.

        6.7 [Intentionally Omitted.]

        6.8 Cross Indemnification .

13

14

        6.9 Application to DEP .