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would facilitate the sale or the Property. Owner and its counsel will be responsible for determining the legal sufficiency of any
<br />purchase and sale agreement and other documents relating to any transaction contemplated by this Agreement.
<br />8. In the event the Property is removed from the market due to the opening of an escrow or acceptance of an offer to purchase the
<br />Property during the Term, or any extension thereof, and the sale is not consummated for any reason then, in that event, the Term
<br />shall be extended for a period of time equal to the number of days that the escrow had been opened and/or the Property had been
<br />removed from the market, whichever is longer, provided that, in no event shall such extension(s) exceed one hundred eighty (180)
<br />calendar days in the aggregate.
<br />9. Owner agrees to disclose to Broker and to prospective purchasers any and all information which Owner has regarding present and
<br />fiifirre 7onina and envirnnmental matter, affertina the Prnnertv and reaariiina the rnnrlitinn of the Pronerty inrindina hnt not
<br />limited to structural, mechanical and soils conditions, the presence and location of asbestos, PCB transformers, other toxic,
<br />hazardous or contaminated substances, and underground storage tanks in, on, or about the Property. Broker is authorized to
<br />disclose any such information to prospective purchasers or tenants.
<br />10. Owner represents that it is the owner of the Property and that, except as may be set forth in an addendum attached hereto, no
<br />person or entity who has an ownership interest in the Property is a foreign person as defined in the Foreign Investment in Real
<br />Property Tax Act (commonly known as "FIRPTA ").
<br />11. If earnest money or similar deposits made by a prospective purchaser are forfeited, in addition to any other rights of Broker
<br />pursuant to this Agreement, Broker shall be entitled to one -half (1/2) thereof, but not to exceed the total amount of the anticipated
<br />commission.
<br />12. To the extent permitted by applicable law, Broker is authorized to deduct its commissions from any deposits, payments or other
<br />funds, including proceeds of sale, paid by a purchaser in connection with a transaction contemplated by this Agreement, and
<br />Owner hereby irrevocably assigns said funds and proceeds to Broker to the extent necessary to pay said commissions. Broker is
<br />authorized to provide a copy of this Agreement to any escrow or closing agent working on such transaction, and such escrow or
<br />closing agent, or tenant, is hereby instructed by Owner to pay Broker's commissions from any such funds or proceeds available.
<br />Owner shall remain liable for the entire amount of said commissions regardless of whether Broker exercises its rights under this
<br />paragraph.
<br />13. Owner acknowledges that Broker is a national brokerage firm and that, in some cases, it may represent prospective purchasers.
<br />Owner desires the Property to be presented to such purchasers and Owner hereby consents and authorizes to Broker acting as an
<br />intermediary between Owner and any such prospective purchasers. Broker expects to receive compensation solely from Owner,
<br />although there may be instances in which, as an intermediary, Broker may also receive compensation from any purchaser it
<br />represents. Broker shall act fairly and impartially. As an intermediary Broker shall not:
<br />(1) disclose to any buyer or potential purchaser that Owner will accept a price less than the asking price, unless otherwise
<br />instructed in a separate writing by Owner; (2) disclose to Owner that the buyer or potential purchaser will pay a price
<br />greater than the price submitted in a written offer to the Owner, unless otherwise instructed in a separate writing by the
<br />buyer or potential purchaser; (3) disclose any confidential information or any information a party specifically instructs
<br />Broker or any salesperson acting for Broker in writing not to disclose, unless: (A) Broker or such salesperson is otherwise
<br />instructed in a separate writing by the respective party; (B) Broker or such salesperson is required to disclose the
<br />information pursuant to law or a court order; or (C) the information materially relates to the condition of the Property;
<br />(4) treat a party to a transaction dishonestly; or (5) violate Chapter 1101, Texas Occupations Code - The Real Estate
<br />License Act.
<br />if Broker arts as an i— m —liani —B-1 r may annnint nna nr —re lire— — cute` ..nth Broker to r sate with
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<br />out the instructions of, and provide options and advice to Owner, and one or more other licensees associated with Broker to
<br />provide similar services for the prospective tenant. Broker appoints n/a to communicate with and carry out the instructions of
<br />Owner ( "Owner's Agent(s) "). Broker reserves the right to change or appoint additional agents for Owner if, in Broker's
<br />reasonable judgment, such change becomes necessary or desirable.
<br />14. In the event that the Property comes Under the jurisdiction of a hankruptev court Owner shall immediately notify Broker of the
<br />same, and shall promptly take all steps necessary to obtain court approval of Broker's appointment, unless Broker shall elect to
<br />terminate this Agreement upon said notice.
<br />8/2013
<br />Texas
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