arising prior to the Closing, but which are to be prorated between Seller and Purchaser under Section 8.5 as of the Closing Date, and (b) only as otherwise expressly assumed by Purchaser or against which Purchaser has expressly agreed to indemnify Seller under any other provision in this Agreement (collectively, the “Assumed Liabilities”). This Section 1.9 shall survive the Closing.

1.10 Retained Liabilities. At Closing, Seller shall retain all liabilities with respect to the Property and property taxes, other than the Assumed Liabilities, including without limitation, the liabilities set forth in Schedule 1.10 (the “Retained Liabilities”). This Section 1.10 shall survive the Closing.

ARTICLE 2

PURCHASE PRICE AND DEPOSIT.

2.1 Purchase Price.

2.1.1 The aggregate purchase price for the Property (“Purchase Price”) shall be [One Billion One Hundred Fifty Four Million Five Hundred Thirty Two Thousand Three Hundred Eighty Nine AND NO/100 DOLLARS ($1,154,532,389.00)]³. The cash due at Closing from Purchaser on account of the Purchase Price shall be subject to adjustment as set forth in this Agreement. The Purchase Price shall be payable as follows:

2.1.2 Deposit. Within one (1) Business Day following the Effective Date, Purchaser shall deliver to First American Title Insurance Company, Seattle Office (Attention: Vicki Coats) (“Escrow Agent”), by federal funds wire transfer, a cash deposit in immediately available funds in the amount of [Twenty Three Million Ninety Thousand Six Hundred Forty Eight AND NO/100 DOLLARS ($23,090,648.00)]³ (together with any interest accrued thereon, the “Deposit”). The Deposit upon delivery by Purchaser shall be invested by Escrow Agent as reasonably directed by Purchaser among the investment options available at the Title Company for escrow accounts. All interest and other amounts earned on the Deposit, if any, shall be added to, and become part of, the Earnest Money. Until such time as it is disbursed to Seller pursuant to the terms and conditions of this Agreement, all right, title, and interest in the Deposit shall remain in Purchaser. On or before October 22, 2012, Purchaser shall deliver to Escrow Agent, by federal funds wire transfer, an additional cash deposit in immediately available funds in the amount of [Twenty Seven Million Four Hundred Nine Thousand Three Hundred Fifty Three AND NO/100 DOLLARS ($27,409,353.00)]³ (the “Extension Payment”). If Purchaser shall fail to deliver the Extension Payment with Escrow Agent within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Extension Payment, terminate this Agreement by written notice to Purchaser and Escrow Agent, and retain the Deposit as Seller’s sole and exclusive remedy, and thereafter neither party shall have any further rights or obligations to the other hereunder, except for those which expressly survive the termination of this Agreement. If the Extension Payment is timely made, it shall be added to and become part of the Deposit. Escrow Agent shall hold the Deposit in accordance with this Agreement and shall disburse the Deposit to Seller at Closing.

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