Common use of Approvals and Conditions to Buyer's Obligations Clause in Contracts

Approvals and Conditions to Buyer's Obligations. (a) Seller acknowledges that the Buyer intends to conduct an investigation of the Property. In order to facilitate Buyer's investigations, Seller has delivered to Buyer true and complete copies of many of the following items (collectively, the "Due Diligence Items") and shall continue to make the Due Diligence Items available in Seller's offices for review and copying by Buyer's representatives during the Due Diligence Period: (i) The Leases; (ii) The Operating Contracts; (iii) Income and expense statements for the Property for calendar years 1993, 1994 and 1995, and the first nine months of calendar year 1996 and a projection reflecting estimated income and expenses for the Property for calendar year 1996; (iv) Any unexpired warranties with respect to the Premises and final as-built plans and specifications for the Premises to the extent in Seller's possession or control; (v) Seller's owner's title insurance policy and all documents listed therein to the extent in Seller's possession; (vi) To the extent in Seller's possession or control, any licenses and permits required or appropriate for the use and operation of the Property (the "Licenses and Permits"), including occupancy permits/certificates, and any land use or environmental legal opinions pertaining to the construction, use, occupancy or prior financing of the Property; (vii) All surveys of the Premises or any part thereof in Seller's possession; (viii) Any and all structural, mechanical and physical inspection reports, traffic studies, engineering reports, soil borings tests and reports, and reports relating to toxic and/or hazardous materials or substances including without limitation asbestos, asbestos containing materials, lead paint, radon gas, petroleum products, urea-formaldehyde and other similar or dissimilar chemical or materials, prepared by or on behalf of Seller or its affiliates, and within Seller's possession or control; (ix) Any written reports and related materials within Seller's possession or control relating to capital expenditures previously incurred or anticipated to be incurred at the Property; (x) True, complete and correct copies of the annual statements provided to tenants for operating expenses, taxes, insurance and other "pass-throughs" for the period January 1, 1994 through December 31, 1995 and the statements of estimated charges for such items provided to tenants for calendar year 1996; (xi) Any and all documents, studies and reports prepared during the past two years in Seller's possession relating to any proposed further development of the Property; (xii) Copies of bills for all real estate taxes and assessments of the Property for the eighteen (18) month period prior to the date hereof; (xiii) Copies of all statements, if any, of gross sales for any tenants required to pay percentage rent and for all tenants who provide such information to Seller for the past three (3) calendar years; (xiv) Correspondence and records regarding all tenant complaints and work orders for the previous twelve (12) months, to the extent in Seller's possession or control. (xv) Copies of any notices received by Seller and in Seller's possession or control alleging violations of any governmental or private requirements pertaining to the Property and all related documentation; (xvi) Copies of any pending litigation, or of notices of threatened litigation matters pertaining to the Property; and (xvii) To the extent not covered by the foregoing, Seller's books and records relating to the Property. (b) Commencing as of September 26, 1996, Buyer shall have the right to perform and conduct such examinations and investigations of the Property as Buyer may desire, which may include, without limitation, examination of all structural and mechanical aspects thereof, interviews with tenants and property managers and personnel, examination of the title to the Property, conducting intrusive or non-intrusive tests to determine the presence or absence of hazardous waste, asbestos, lead paint, radon and other similar materials and substances, reviewing a current as-built survey thereof, and determining the compliance of the Property with all applicable laws, rules, codes and regulations, and determining whether, and the extent to which, additional improvements may be constructed on the Real Property. Buyer's inspections and activities at the Premises shall be conducted by prior arrangement with Seller. Buyer may, through prior arrangement with Seller on at least two (2) business days' advance notice, request interviews with Major Tenants and/or the GSA and make inspections of such tenants' space, and Seller shall have the right to participate in or attend any such interviews or inspections. Upon request in connection with any such entry onto the Premises, Buyer shall provide Seller with certificates of insurance for Buyer and its contractors and agents in form reasonably satisfactory to Seller, naming Seller and its managing agent as additional insureds. Buyer shall provide Seller with copies of all reports, studies, and investigations performed by or on behalf of Buyer concerning the Property, such as environmental, architectural, engineering, and title reports.

Approvals and Conditions to Buyer's Obligations. (a) Notwithstanding anything to the contrary contained in this Contract, Seller acknowledges that Buyer shall have the Buyer intends to conduct an investigation right in its sole and absolute discretion, upon its disapproval of any of the Propertyinformation it receives, to terminate this Contract. In order to facilitate Buyer's investigations, the event Buyer notifies Seller has delivered to Buyer true and complete copies of many of the following items (collectively, the "Due Diligence Items") and shall continue to make in writing on or before 5:00 p.m. Pacific time on the Due Diligence Items available Expiration Date (defined in Seller's offices for review and copying by Buyer's representatives during the Due Diligence Period: (iArticle 3) The Leases; (ii) The Operating Contracts; (iii) Income and expense statements for the Property for calendar years 1993, 1994 and 1995, and the first nine months of calendar year 1996 and a projection reflecting estimated income and expenses for the Property for calendar year 1996; (iv) Any unexpired warranties with respect to the Premises and final as-built plans and specifications for the Premises to the extent in Seller's possession or control; (v) Seller's owner's title insurance policy and all documents listed therein to the extent in Seller's possession; (vi) To the extent in Seller's possession or control, any licenses and permits required or appropriate for the use and operation of that it has accepted the Property (the "Licenses and Permits"“Approval Notice”), including occupancy permits/certificates, and Buyer shall be deemed to have waived any land use or environmental legal opinions pertaining objection to the construction, use, occupancy or prior financing of the Property; (vii) All surveys of the Premises or any part thereof in Seller's possession; (viii) Any and all structural, mechanical and physical inspection reports, traffic studies, engineering reports, soil borings tests and reports, and reports relating to toxic and/or hazardous materials or substances including without limitation asbestos, asbestos containing materials, lead paint, radon gas, petroleum products, urea-formaldehyde and other similar or dissimilar chemical or materials, prepared by or on behalf of Seller or its affiliates, and within Seller's possession or control; (ix) Any written reports and related materials within Seller's possession or control relating to capital expenditures previously incurred or anticipated to be incurred at the Property; (x) True, complete and correct copies of the annual statements provided to tenants for operating expenses, taxes, insurance and other "pass-throughs" for the period January 1, 1994 through December 31, 1995 and the statements of estimated charges for such items provided to tenants for calendar year 1996; (xi) Any and all documents, studies and reports prepared during the past two years in Seller's possession relating to any proposed further development of the Property; (xii) Copies of bills for all real estate taxes and assessments condition of the Property for and the eighteen (18) month period prior transaction contemplated herein shall proceed in accordance with the terms of this Contract. If Buyer notifies Seller in writing of its election to terminate this Contract by 5:00 p.m. Pacific time on the date hereof; (xiii) Copies Due Diligence Expiration Date or if Buyer fails to timely deliver the Approval Notice, this Contract shall be deemed terminated, in which event the Deposit shall be returned to Buyer forthwith. In such case, upon the return of the Deposit to Buyer all statements, if any, obligations of gross sales for any tenants required to pay percentage rent the parties hereto shall cease and for all tenants who provide such information this Contract shall be terminated and the parties shall be without further recourse or remedy hereunder other than Buyer’s indemnity to Seller for set forth in Article 6(b) below (the past three (3) calendar years; (xiv) Correspondence and records regarding all tenant complaints and work orders for the previous twelve (12) months, to the extent in Seller's possession or control. (xv) Copies of any notices received by Seller and in Seller's possession or control alleging violations of any governmental or private requirements pertaining to the Property and all related documentation; (xvi) Copies of any pending litigation, or of notices of threatened litigation matters pertaining to the Property; and (xvii) To the extent not covered by the foregoing, Seller's books and records relating to the Property“Surviving Obligation”). (b) Commencing Seller hereby grants to Buyer and to Buyer’s employees, agents, representatives and contractors (hereinafter collectively referred to as “Buyer’s Agents”), a license expiring on the earlier of September 26a termination of this Agreement or the Closing Date, 1996to enter upon the Property and to the non-proprietary, Buyer non-confidential records, if any, maintained by Seller or by Seller’s property management company, in each case during normal business hours. Such access shall have be for the right purposes of (a) reviewing leases and contracts and any records relating thereto; (b) reviewing records relating to perform the operating expenses; and conduct such examinations and investigations (c) inspecting the physical condition of the Property as Buyer may desire, which may includeand conducting physical and environmental inspections of the Property. Notwithstanding anything contained herein to the contrary, without limitationfirst obtaining Seller’s consent thereto, examination neither Buyer nor any Buyer’s Agent shall (1) contact any tenant of all structural and mechanical aspects thereof, interviews with tenants and property managers and personnel, examination of the title to the Property, conducting (2) notify any governmental agency of any actual or potential violation of any zoning, environmental or other law, rule, or regulation, or (3) conduct any intrusive investigation regarding the Property or non-intrusive tests to determine the presence or absence other environmental samplings. Buyer agrees that, in exercising its right of hazardous wasteaccess hereunder, asbestos, lead paint, radon and other similar materials and substances, reviewing a current as-built survey thereofBuyer will use, and determining will cause Buyer’s Agents to use, their commercially reasonable efforts not to unreasonably interfere with the compliance activities of tenants or other persons occupying or providing service at the Property with all applicable laws, rules, codes and regulations, and determining whether, and the extent to which, additional improvements may be constructed on the Real Property. Buyer's inspections and activities at the Premises shall be conducted by prior arrangement with Seller. Buyer mayshall, through prior arrangement with Seller on at least two (2) business days' advance noticedays prior to the inspection, request interviews with Major Tenants and/or the GSA and make inspections give Seller notice of its intention to conduct any inspection so that Seller shall have an opportunity to have a representative present during any such tenants' spaceinspection, and Seller shall have expressly reserves the right to participate in or attend have a representative present. Buyer agrees to cooperate with any such interviews or inspections. Upon reasonable request by Seller in connection with the timing of any such entry inspection. The access granted hereunder is intended to convey and grant onto Buyer a temporary right to enter upon the PremisesProperty and to conduct the activities stated herein. By acceptance hereof, Buyer agrees to bear the full cost and expense of any activities with respect to and in accordance with this Contract. In consideration for Buyer’s use of the Property, Buyer agrees to be responsible for all damages caused to the buildings or land situated on the Property which damages result from the acts or negligence of Buyer or Buyer’s Agents upon the Property. Buyer agrees that, in making any physical and environmental inspections of the Property, Buyer and all of Buyer’s Agents entering on the Property shall carry not less than $2,000,000.00 commercial general liability insurance (on an occurrence basis) insuring all activity and conduct of Buyer and such agents while exercising the right of access provided for in this Contract and naming Seller as an additional insured. Prior to Buyer or any Buyer’s Agent entering the Property, and upon request of Seller, Buyer will provide Seller with written evidence of the insurance required under this Section. Buyer shall, at its sole cost and expense and in accordance with all requirements of applicable law, promptly restore any damage or alteration of the physical condition of the Property which results from any inspection or activity conducted by Buyer or any Buyer’s Agent. The provisions of this Section 5 shall survive any termination of this Contract. (c) Buyer has informed Seller that Buyer is required by law to complete, with respect to certain matters relating to the Property, an audit commonly known as a "3-14" Audit. In connection therewith, on or prior to April 20, 2012, Seller has provided or shall provide to Buyer the materials listed on Exhibit K attached hereto (the “Audit Materials”); provided, however, that certain information will be made available either at the Property or in Seller’s centralized accounting office in Virginia Beach, Virginia, as indicated on Exhibit K. If Seller has not provided any Audit Materials in a timely fashion, Buyer shall give Seller notice of specific missing items by no later than the close of business on April 24, 2012, in which case Seller shall have until the close of business on May 1, 2012 to deliver such Audit Materials. Seller shall make its property manager available to Buyer for interviews regarding the Property. In addition, Seller shall provide to Buyer a year to date income statement, trial balances and general ledger for Seller’s period of ownership in calendar year 2012 as soon as practicable after the Closing. In no event shall Seller with certificates of insurance be in default for Buyer and any failure to deliver or provide access to the Audit Materials so long as it is not intentionally withholding information in its contractors and agents in form reasonably satisfactory possession, it being understood that Buyer’s rights if it determines that it is unable to compete the 3-14 audit based on the information it obtains from Seller shall be to terminate this Contract by written notice to Seller, naming Seller whereupon the Deposit shall be returned to Buyer and its managing agent there shall be no further recourse to the parties hereto except for the Surviving Obligation. (d) Except as additional insuredsset forth in this Contract, the Property is being acquired by Buyer in an “AS IS” condition and “WITH ALL FAULTS” existing as of the Closing Date. Buyer shall provide acknowledges that it will be acquiring the Property on the basis of its own investigations. Except as expressly set forth in this Contract, no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller with copies of all reportsor by any officer, studiesperson, and investigations performed by firm, agent or representative acting or purporting to act on behalf of the Seller as to condition or repair of the Property or the value, expense of operation, or income potential thereof, the reliability of any information furnished to Buyer concerning or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. Buyer hereby expressly releases the Seller Group (hereinafter defined) from any and all claims, losses, proceedings, damages, causes of action, liability, costs or expenses (including attorneys' fees) arising from, in connection with or caused by (a) Buyer's reliance upon any of the information provided to Buyer by Seller or anyone acting on behalf of Seller, including, without limitation the Audit Materials and any other materials provided or made available to Buyer during its due diligence investigations (“Property Information”) or statements, representations or assertions contained therein (but expressly excluding the express representations and warranties contained in this Contract), or (b) inaccuracy, incompleteness or unreliability of any of the Property Information other than the express representations and warranties contained in this Contract. Buyer hereby waives, releases and forever discharges Seller, any affiliate of Seller and any shareholder, officer, director, employee, agent or person acting on behalf of Seller or such affiliate of Seller (the "Seller Group") of and from any and all claims, actions, causes of action, demands, rights, damages, liabilities and costs whatsoever, direct or indirect, known or unknown, which Buyer now has or which may arise in the future, against the Seller Group related in any way to the Property other than as may be related to a breach of Seller’s representations and warranties contained in this Contract and/or in the documents delivered by Seller to Buyer at Closing. Buyer hereby agrees not to assert any claim for contribution, cost, recovery or otherwise against Seller Group relating directly or indirectly to the physical condition of the Property including, without limitation, the existence of oil, lead paint, lead, radon, asbestos, mold, or hazardous materials or substances on, or the environmental condition of, the Property, such as environmentalwhether known or unknown. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Contract and the Exhibits hereto annexed, architectural, engineeringwhich alone fully and completely express their agreement, and title reportsthat this Contract has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Contract or the Exhibits annexed hereto. Buyer acknowledges that Seller has required Buyer to inspect fully the Property and investigate all matters relevant thereto, and, except with respect to information provided and certified to by Seller to Buyer, to rely solely upon the results of Buyer’s own inspections or other information obtained or otherwise available to Buyer, provided that the foregoing shall not diminish Buyer’s rights with respect to any representations or warranties expressly made by Seller in this Contract. The provisions hereof shall survive Closing. The foregoing shall not derogate from Buyer’s rights in the event of a breach or default by Seller occurring prior to the Closing under Article 8 hereof.

Approvals and Conditions to Buyer's Obligations. (a) Notwithstanding anything to the contrary contained in this Contract, Seller acknowledges that Buyer shall have the Buyer intends to conduct an investigation right in its sole and absolute discretion, upon its disapproval of any of the Propertyinformation it receives, to terminate this Contract. In order to facilitate Buyer's investigations, the event Buyer notifies Seller has delivered to Buyer true and complete copies of many of the following items (collectively, the "Due Diligence Items") and shall continue to make in writing on or before 5:00 p.m. Pacific time on the Due Diligence Items available Expiration Date (defined in Seller's offices for review and copying by Buyer's representatives during the Due Diligence Period: (iArticle 3) The Leases; (ii) The Operating Contracts; (iii) Income and expense statements for the Property for calendar years 1993, 1994 and 1995, and the first nine months of calendar year 1996 and a projection reflecting estimated income and expenses for the Property for calendar year 1996; (iv) Any unexpired warranties with respect to the Premises and final as-built plans and specifications for the Premises to the extent in Seller's possession or control; (v) Seller's owner's title insurance policy and all documents listed therein to the extent in Seller's possession; (vi) To the extent in Seller's possession or control, any licenses and permits required or appropriate for the use and operation of that it has accepted the Property (the "Licenses and Permits"“Approval Notice”), including occupancy permits/certificates, and Buyer shall be deemed to have waived any land use or environmental legal opinions pertaining objection to the construction, use, occupancy or prior financing of the Property; (vii) All surveys of the Premises or any part thereof in Seller's possession; (viii) Any and all structural, mechanical and physical inspection reports, traffic studies, engineering reports, soil borings tests and reports, and reports relating to toxic and/or hazardous materials or substances including without limitation asbestos, asbestos containing materials, lead paint, radon gas, petroleum products, urea-formaldehyde and other similar or dissimilar chemical or materials, prepared by or on behalf of Seller or its affiliates, and within Seller's possession or control; (ix) Any written reports and related materials within Seller's possession or control relating to capital expenditures previously incurred or anticipated to be incurred at the Property; (x) True, complete and correct copies of the annual statements provided to tenants for operating expenses, taxes, insurance and other "pass-throughs" for the period January 1, 1994 through December 31, 1995 and the statements of estimated charges for such items provided to tenants for calendar year 1996; (xi) Any and all documents, studies and reports prepared during the past two years in Seller's possession relating to any proposed further development of the Property; (xii) Copies of bills for all real estate taxes and assessments condition of the Property for and the eighteen (18) month period prior transaction contemplated herein shall proceed in accordance with the terms of this Contract. If Buyer notifies Seller in writing of its election to terminate this Contract by 5:00 p.m. Pacific time on the date hereof; (xiii) Copies Due Diligence Expiration Date or if Buyer fails to timely deliver the Approval Notice, this Contract shall be deemed terminated, in which event the Deposit shall be returned to Buyer forthwith. In such case, upon the return of the Deposit to Buyer all statements, if any, obligations of gross sales for any tenants required to pay percentage rent the parties hereto shall cease and for all tenants who provide such information this Contract shall be terminated and the parties shall be without further recourse or remedy hereunder other than Buyer’s indemnity to Seller for set forth in Article 6(b) below (the past three (3) calendar years; (xiv) Correspondence and records regarding all tenant complaints and work orders for the previous twelve (12) months, to the extent in Seller's possession or control. (xv) Copies of any notices received by Seller and in Seller's possession or control alleging violations of any governmental or private requirements pertaining to the Property and all related documentation; (xvi) Copies of any pending litigation, or of notices of threatened litigation matters pertaining to the Property; and (xvii) To the extent not covered by the foregoing, Seller's books and records relating to the Property“Surviving Obligation”). (b) Commencing Seller hereby grants to Buyer and to Buyer’s employees, agents, representatives and contractors (hereinafter collectively referred to as “Buyer’s Agents”), a license expiring on the earlier of September 26a termination of this Agreement or the Closing Date, 1996to enter upon the Property and to the non-proprietary, Buyer non-confidential records, if any, maintained by Seller or by Seller’s property management company, in each case during normal business hours. Such access shall have be for the right purposes of (a) reviewing leases and contracts and any records relating thereto; (b) reviewing records relating to perform the operating expenses; and conduct such examinations and investigations (c) inspecting the physical condition of the Property as Buyer may desire, which may includeand conducting physical and environmental inspections of the Property. Notwithstanding anything contained herein to the contrary, without limitationfirst obtaining Seller’s consent thereto, examination neither Buyer nor any Buyer’s Agent shall (1) contact any tenant of all structural and mechanical aspects thereof, interviews with tenants and property managers and personnel, examination of the title to the Property, conducting (2) notify any governmental agency of any actual or potential violation of any zoning, environmental or other law, rule, or regulation, or (3) conduct any intrusive investigation regarding the Property or non-intrusive tests to determine the presence or absence other environmental samplings. Buyer agrees that, in exercising its right of hazardous wasteaccess hereunder, asbestos, lead paint, radon and other similar materials and substances, reviewing a current as-built survey thereofBuyer will use, and determining will cause Buyer’s Agents to use, their commercially reasonable efforts not to unreasonably interfere with the compliance activities of tenants or other persons occupying or providing service at the Property with all applicable laws, rules, codes and regulations, and determining whether, and the extent to which, additional improvements may be constructed on the Real Property. Buyer's inspections and activities at the Premises shall be conducted by prior arrangement with Seller. Buyer mayshall, through prior arrangement with Seller on at least two (2) business days' advance noticedays prior to the inspection, request interviews with Major Tenants and/or the GSA and make inspections give Seller notice of its intention to conduct any inspection so that Seller shall have an opportunity to have a representative present during any such tenants' spaceinspection, and Seller shall have expressly reserves the right to participate in or attend have a representative present. Buyer agrees to cooperate with any such interviews or inspections. Upon reasonable request by Seller in connection with the timing of any such entry inspection. The access granted hereunder is intended to convey and grant onto Buyer a temporary right to enter upon the PremisesProperty and to conduct the activities stated herein. By acceptance hereof, Buyer agrees to bear the full cost and expense of any activities with respect to and in accordance with this Contract. In consideration for Buyer’s use of the Property, Buyer agrees to be responsible for all damages caused to the buildings or land situated on the Property which damages result from the acts or negligence of Buyer or Buyer’s Agents upon the Property. Buyer agrees that, in making any physical and environmental inspections of the Property, Buyer and all of Buyer’s Agents entering on the Property shall carry not less than $2,000,000.00 commercial general liability insurance (on an occurrence basis) insuring all activity and conduct of Buyer and such agents while exercising the right of access provided for in this Contract and naming Seller as an additional insured. Prior to Buyer or any Buyer’s Agent entering the Property, and upon request of Seller, Buyer will provide Seller with written evidence of the insurance required under this Section. Buyer shall, at its sole cost and expense and in accordance with all requirements of applicable law, promptly restore any damage or alteration of the physical condition of the Property which results from any inspection or activity conducted by Buyer or any Buyer’s Agent. The provisions of this Section 5 shall survive any termination of this Contract. (c) Buyer has informed Seller that Buyer is required by law to complete, with respect to certain matters relating to the Property, an audit commonly known as a "3-14" Audit. In connection therewith, on or prior to January 20, 2012, Seller has provided or shall provide to Buyer the materials listed on Exhibit K attached hereto (the “Audit Materials”); provided, however, that certain information will be made available either at the Property or in Seller’s centralized accounting office in Virginia Beach, Virginia, as indicated on Exhibit K. If Seller has not provided any Audit Materials in a timely fashion, Buyer shall give Seller notice of specific missing items by no later than the close of business on January 20, 2012, in which case Seller shall have until the close of business on January 25, 2012 to deliver such Audit Materials. Seller shall make its property manager available to Buyer for interviews regarding the Property. In addition, Seller shall provide to Buyer a year to date income statement, trial balances and general ledger for Seller’s period of ownership in calendar year 2012 as soon as practicable after the Closing. In no event shall Seller with certificates of insurance be in default for Buyer and any failure to deliver or provide access to the Audit Materials so long as it is not intentionally withholding information in its contractors and agents in form reasonably satisfactory possession, it being understood that Buyer’s rights if it determines that it is unable to compete the 3-14 audit based on the information it obtains from Seller shall be to terminate this Contract by written notice to Seller, naming Seller whereupon the Deposit shall be returned to Buyer and its managing agent there shall be no further recourse to the parties hereto except for the Surviving Obligation. (d) Except as additional insuredsset forth in this Contract, the Property is being acquired by Buyer in an “AS IS” condition and “WITH ALL FAULTS” existing as of the Closing Date. Buyer shall provide acknowledges that it will be acquiring the Property on the basis of its own investigations. Except as expressly set forth in this Contract, no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller with copies of all reportsor by any officer, studiesperson, and investigations performed by firm, agent or representative acting or purporting to act on behalf of the Seller as to condition or repair of the Property or the value, expense of operation, or income potential thereof, the reliability of any information furnished to Buyer concerning or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. Buyer hereby expressly releases the Seller Group (hereinafter defined) from any and all claims, losses, proceedings, damages, causes of action, liability, costs or expenses (including attorneys' fees) arising from, in connection with or caused by (a) Buyer's reliance upon any of the information provided to Buyer by Seller or anyone acting on behalf of Seller, including, without limitation the Audit Materials and any other materials provided or made available to Buyer during its due diligence investigations (“Property Information”) or statements, representations or assertions contained therein (but expressly excluding the express representations and warranties contained in this Contract), or (b) inaccuracy, incompleteness or unreliability of any of the Property Information other than the express representations and warranties contained in this Contract. Buyer hereby waives, releases and forever discharges Seller, any affiliate of Seller and any shareholder, officer, director, employee, agent or person acting on behalf of Seller or such affiliate of Seller (the "Seller Group") of and from any and all claims, actions, causes of action, demands, rights, damages, liabilities and costs whatsoever, direct or indirect, known or unknown, which Buyer now has or which may arise in the future, against the Seller Group related in any way to the Property other than as may be related to a breach of Seller’s representations and warranties contained in this Contract and/or in the documents delivered by Seller to Buyer at Closing. Buyer hereby agrees not to assert any claim for contribution, cost, recovery or otherwise against Seller Group relating directly or indirectly to the physical condition of the Property including, without limitation, the existence of oil, lead paint, lead, radon, asbestos, mold, or hazardous materials or substances on, or the environmental condition of, the Property, such as environmentalwhether known or unknown. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Contract and the Exhibits hereto annexed, architectural, engineeringwhich alone fully and completely express their agreement, and title reportsthat this Contract has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Contract or the Exhibits annexed hereto. Buyer acknowledges that Seller has required Buyer to inspect fully the Property and investigate all matters relevant thereto, and, except with respect to information provided and certified to by Seller to Buyer, to rely solely upon the results of Buyer’s own inspections or other information obtained or otherwise available to Buyer, provided that the foregoing shall not diminish Buyer’s rights with respect to any representations or warranties expressly made by Seller in this Contract. The provisions hereof shall survive Closing. The foregoing shall not derogate from Buyer’s rights in the event of a breach or default by Seller occurring prior to the Closing under Article 8 hereof.

Approvals and Conditions to Buyer's Obligations. (a) Seller acknowledges that the Buyer intends to conduct an investigation of the Property. In order to facilitate Buyer's investigations, Seller has delivered shall deliver to Buyer true or make available at the offices of Seller's property manager for Buyer's inspection and complete copying within five (5) business days from the date hereof copies of many any of the following items in Seller's or its property manager's possession (collectively, the "Due Diligence Items") and shall continue to make the Due Diligence Items available in Seller's offices for review and copying by Buyer's representatives during the Due Diligence Period:): (i) The Leases; (ii) The Operating Contracts; (iii) Income Income, expense and expense other operating statements for the Property for calendar years 19931999, 1994 and 19952000, and the first nine months of calendar 2001 year 1996 and a projection reflecting estimated income and expenses for the Property for calendar year 1996to date; (iviii) Any All unexpired warranties with respect to the Premises and final as-built plans and specifications for the Premises to the extent in Seller's possession or controlPremises; (viv) Seller's current owner's title insurance policy and all documents listed therein to the extent in Seller's possession, all documents listed therein as exceptions; (viv) To the extent in Seller's possession or control, any All licenses and permits required or appropriate for the use and operation of the Property (the "Licenses and Permits"), including occupancy permits/certificates, and any land use or environmental legal opinions pertaining to the construction, use, occupancy or prior financing of the Property; (viivi) All surveys The most recent survey of the Premises or any part thereof in Seller's possession; (viiivii) Any and all structural, mechanical and physical inspection reports, traffic studies, engineering reports, soil borings tests and reports, and reports relating to toxic and/or hazardous materials or substances including without limitation asbestos, asbestos containing materials, lead paint, radon gas, petroleum products, urea-formaldehyde and other similar or dissimilar chemical or materials, prepared by or on behalf of Seller of any affiliate, or its affiliates, and otherwise within Seller's possession or controlpossession; (ix) Any written reports and related materials within Seller's possession or control relating to capital expenditures previously incurred or anticipated to be incurred at the Property; (xviii) True, complete and correct copies of the annual statements provided invoices, if any, to tenants for operating expenses, taxes, insurance and other "pass-throughs" for the period January 1, 1994 2000 through December 31, 1995 2000 and a schedule of monthly xxxxxxxx and collections for the statements of estimated charges for such items provided to tenants for calendar year 1996period January 1, 2001 through October 31, 2001; (xi) Any and all documents, studies and reports prepared during the past two years in Seller's possession relating to any proposed further development of the Property; (xiiix) Copies of bills for all real estate taxes and assessments of the Property for the eighteen two (182) month year period prior to the date hereof; (xiiix) Copies of all statements, if any, statements of gross sales for any tenants required to pay percentage rent and for all tenants who provide such information to Seller for the past three (3) calendar years; (xivxi) Correspondence Copies of all files maintained by Seller in the ordinary course of business relating to tenants and records regarding all tenant complaints Leases, including correspondence to and work orders for from tenants; and (xii) The Contracts, which must be reviewed and approved by Buyer. Buyer shall accept only those Contracts which have been provided to Buyer and Buyer has approved by written notice to Seller on or before the previous twelve expiration of the Due Diligence Period. All Contracts which Buyer has not specifically approved shall be terminated by Seller as of the date of the Closing. Notwithstanding any other provision of this paragraph 6(a) to the contrary, Seller shall deliver to Buyer the Due Diligence Items described in subparagraphs (12i), (ii), (ix) months, and (xii) and to the extent in Seller's possession or control. its property manager's possession, the Due Diligence Items described in subparagraph (xviv), (vi) Copies of any notices received by Seller and in Seller's possession or control alleging violations of any governmental or private requirements pertaining to the Property and all related documentation; (xvi) Copies of any pending litigation, or of notices of threatened litigation matters pertaining to the Property; and (xvii) To the extent not covered by the foregoing, Seller's books and records written reports relating to hazardous materials or substances. All other Due Diligence Items will be made available to Buyer for inspection and copying, at Buyer's expense, at the Propertyproperty manager's office. (b) Commencing as of September 26, 1996on the Effective Date, Buyer shall have the right to perform and conduct such examinations and investigations of the Property as Buyer may desire, which may include, without limitation, include examination of all structural and mechanical aspects thereof, interviews review of any and all documentation with tenants respect to the Property including without limitation its income and property managers expenses, all Leases and personneltenant files, records of repairs and capital improvements, examination of the title to the Property, conducting intrusive or non-intrusive tests to determine the presence or absence of hazardous waste, asbestos, lead paint, radon and other similar materials and substances, determining the availability of financing, reviewing a current as-built survey thereof, and determining the compliance of the Property with all applicable laws, rules, codes and regulations, and determining whether, and the extent to which, additional improvements may be constructed on the Real Realty. In connection with such examination, Seller shall make available for Buyer's review Seller's books and records relating to the Property. If the expiration of the Due Diligence Period shall fall on Saturday, Sunday or holiday, the Due Diligence Period shall automatically be extended to the next business day. Notwithstanding the foregoing, Buyer must obtain Seller's written approval of the scope and method of any environmental testing or investigation (other than a Phase I environmental inspection) and any physical or invasive testing or inspection prior to Buyer's inspections and activities at the Premises commencement of such inspection or testing, such approval not to be unreasonably withheld. It shall be conducted by reasonable for Seller's prior arrangement with Seller. Buyer maywritten approval for physical or invasive inspection or testing to be conditioned upon receipt of a detailed description of the proposed physical or invasive inspection or testing, through prior arrangement with a list of contractors who will be performing the physical or invasive inspection or testing, evidence of insurance satisfactory to Seller on at least two (2) business days' advance notice, request interviews with Major Tenants and/or the GSA and make inspections of such tenants' space, and other information as Seller shall have the right to participate in or attend any such interviews or inspections. Upon request reasonably requires in connection with any such entry onto the Premises, Buyer shall provide Seller with certificates of insurance for Buyer and its contractors and agents in form reasonably satisfactory to Seller, naming Seller and its managing agent as additional insureds. Buyer shall provide Seller with copies of all reports, studies, and investigations performed by proposed inspection or on behalf of Buyer concerning the Property, such as environmental, architectural, engineering, and title reportstesting.

Approvals and Conditions to Buyer's Obligations. (a) Seller acknowledges that the Buyer intends to conduct an investigation of the Property. In order to facilitate Buyer's investigations, Seller has delivered shall deliver to Buyer true or make available at the offices of Seller's property manager for Buyer's inspection and complete copying within five (5) business days from the date hereof copies of many any of the following items in Seller's or its property manager's possession (collectively, the "Due Diligence Items") and shall continue to make the Due Diligence Items available in Seller's offices for review and copying by Buyer's representatives during the Due Diligence Period:): (i) The Leases; (ii) The Operating Contracts; (iii) Income Income, expense and expense other operating statements for the Property for calendar years 19931999, 1994 and 19952000, and the first nine months of calendar 2001 year 1996 and a projection reflecting estimated income and expenses for the Property for calendar year 1996to date; (iviii) Any All unexpired warranties with respect to the Premises and final as-built plans and specifications for the Premises to the extent in Seller's possession or controlPremises; (viv) Seller's current owner's title insurance policy and all documents listed therein to the extent in Seller's possession, all documents listed therein as exceptions; (viv) To the extent in Seller's possession or control, any All licenses and permits required or appropriate for the use and operation of the Property (the "Licenses and Permits"), including occupancy permits/certificates, and any land use or environmental legal opinions pertaining to the construction, use, occupancy or prior financing of the Property; (viivi) All surveys The most recent survey of the Premises or any part thereof in Seller's possession; (viiivii) Any and all structural, mechanical and physical inspection reports, traffic studies, engineering reports, soil borings tests and reports, and reports relating to toxic and/or hazardous materials or substances including without limitation asbestos, asbestos containing materials, lead paint, radon gas, petroleum products, urea-urea- formaldehyde and other similar or dissimilar chemical or materials, prepared by or on behalf of Seller of any affiliate, or its affiliates, and otherwise within Seller's possession or controlpossession; (ix) Any written reports and related materials within Seller's possession or control relating to capital expenditures previously incurred or anticipated to be incurred at the Property; (xviii) True, complete and correct copies of the annual statements provided invoices, if any, to tenants for operating expenses, taxes, insurance and other "pass-throughs" for the period January 1, 1994 2000 through December 31, 1995 2000 and a schedule of monthly billings and collections for the statements of estimated charges for such items provided to tenants for calendar year 1996period January 1, 2001 throuxx Xxxxxer 31, 2001; (xi) Any and all documents, studies and reports prepared during the past two years in Seller's possession relating to any proposed further development of the Property; (xiiix) Copies of bills for all real estate taxes and assessments of the Property for the eighteen two (182) month year period prior to the date hereof; (xiiix) Copies of all statements, if any, statements of gross sales for any tenants required to pay percentage rent and for all tenants who provide such information to Seller for the past three (3) calendar years; (xivxi) Correspondence Copies of all files maintained by Seller in the ordinary course of business relating to tenants and records regarding all tenant complaints Leases, including correspondence to and work orders for from tenants; and (xii) The Contracts, which must be reviewed and approved by Buyer. Buyer shall accept only those Contracts which have been provided to Buyer and Buyer has approved by written notice to Seller on or before the previous twelve expiration of the Due Diligence Period. All Contracts which Buyer has not specifically approved shall be terminated by Seller as of the date of the Closing. Notwithstanding any other provision of this paragraph 6(a) to the contrary, Seller shall deliver to Buyer the Due Diligence Items described in subparagraphs (12i), (ii), (ix) months, and (xii) and to the extent in Seller's possession or control. its property manager's possession, the Due Diligence Items described in subparagraph (xviv), (vi) Copies of any notices received by Seller and in Seller's possession or control alleging violations of any governmental or private requirements pertaining to the Property and all related documentation; (xvi) Copies of any pending litigation, or of notices of threatened litigation matters pertaining to the Property; and (xvii) To the extent not covered by the foregoing, Seller's books and records written reports relating to hazardous materials or substances. All other Due Diligence Items will be made available to Buyer for inspection and copying, at Buyer's expense, at the Propertyproperty manager's office. (b) Commencing as of September 26, 1996on the Effective Date, Buyer shall have the right to perform and conduct such examinations and investigations of the Property as Buyer may desire, which may include, without limitation, include examination of all structural and mechanical aspects thereof, interviews review of any and all documentation with tenants respect to the Property including without limitation its income and property managers expenses, all Leases and personneltenant files, records of repairs and capital improvements, examination of the title to the Property, conducting intrusive or non-intrusive tests to determine the presence or absence of hazardous waste, asbestos, lead paint, radon and other similar materials and substances, determining the availability of financing, reviewing a current as-built survey thereof, and determining the compliance of the Property with all applicable laws, rules, codes and regulations, and determining whether, and the extent to which, additional improvements may be constructed on the Real Realty. In connection with such examination, Seller shall make available for Buyer's review Seller's books and records relating to the Property. If the expiration of the Due Diligence Period shall fall on Saturday, Sunday or holiday, the Due Diligence Period shall automatically be extended to the next business day. Notwithstanding the foregoing, Buyer must obtain Seller's written approval of the scope and method of any environmental testing or investigation (other than a Phase I environmental inspection) and any physical or invasive testing or inspection prior to Buyer's inspections and activities at the Premises commencement of such inspection or testing, such approval not to be unreasonably withheld. It shall be conducted by reasonable for Seller's prior arrangement with Seller. Buyer maywritten approval for physical or invasive inspection or testing to be conditioned upon receipt of a detailed description of the proposed physical or invasive inspection or testing, through prior arrangement with a list of contractors who will be performing the physical or invasive inspection or testing, evidence of insurance satisfactory to Seller on at least two (2) business days' advance notice, request interviews with Major Tenants and/or the GSA and make inspections of such tenants' space, and other information as Seller shall have the right to participate in or attend any such interviews or inspections. Upon request reasonably requires in connection with any such entry onto the Premises, Buyer shall provide Seller with certificates of insurance for Buyer and its contractors and agents in form reasonably satisfactory to Seller, naming Seller and its managing agent as additional insureds. Buyer shall provide Seller with copies of all reports, studies, and investigations performed by proposed inspection or on behalf of Buyer concerning the Property, such as environmental, architectural, engineering, and title reportstesting.

Approvals and Conditions to Buyer's Obligations. (a) Seller acknowledges that the Buyer intends to conduct an investigation of the Property. In order to facilitate Buyer's investigations, . (i) Seller has delivered to Buyer true and complete copies of many of the following items to Buyer prior to the Effective Date (collectively, the "“Pre-Effective Date Due Diligence Items"”): (a) The Lease; (b) Seller's owner's title insurance policy; (c) Survey of the Property; and (d) Form of license agreement used by Boston University. (ii) Seller shall deliver to Buyer within five (5) business days from the Effective Date copies of the following to the extent the same exist and shall continue to make are in Seller’s possession or control (collectively, the “Post-Effective Date Due Diligence Items available Items”): (a) Letter from LandAmerica Commonwealth dated April 14, 2003 providing a limited search report of the Land Records of the Recorders of Deeds for the District of Columbia for the period between June 30, 1995 and February 25, 2003 with respect to the Property (the “Title Update Letter”); (b) All documents referenced in Seller's offices the Title Update Letter; (c) Photograph of the Property from September, 1996; (d) Balance Sheet, Income Statement and Statement of Stockholders’ Equity Rollforward for review AFG Washington for the years 1999-2002; (e) Fiscal year 0000 Xxxxxx Xxxxxxxxxx Financial Statements (the “BU Financial Statements”); (f) Lender’s policy of title insurance issued by Lawyer’s Title Insurance Corporation, dated January 30, 2003, insuring Bank of America, N.A.; (g) Land Use Restriction Agreement; (h) Permits and copying by Buyer's representatives during the Due Diligence Period:Certificates from 1995-1996; (i) The Leases; (ii) The Operating Contracts; (iii) Income Income, expense and expense other operating statements for the Property for calendar years 19932000, 1994 2001 and 19952002, and the first nine five (5) months of calendar year 1996 2003 and a projection budget reflecting estimated income and expenses for the Property for calendar year 19962003; (ivj) Any unexpired warranties with respect to the Premises and final as-built plans and specifications for the Premises to the extent in Seller's possession or control; (v) Seller's owner's title insurance policy and all documents listed therein to the extent in Seller's possession; (vi) To the extent in Seller's possession or control, any All licenses and permits required or appropriate for the use and operation of the Property (the "Licenses and Permits"), including occupancy permits/certificates, and any land use or environmental legal opinions pertaining to the construction, use, occupancy or prior financing of the Property; (vii) All surveys of the Premises or any part thereof in Seller's possession; (viii) Any and all structural, mechanical and physical inspection reports, traffic studies, engineering reports, soil borings tests and reports, and reports relating to toxic and/or hazardous materials or substances including without limitation asbestos, asbestos containing materials, lead paint, radon gas, petroleum products, urea-formaldehyde and other similar or dissimilar chemical or materials, prepared by or on behalf of Seller or its affiliates, and within Seller's possession or control; (ix) Any written reports and related materials within Seller's possession or control relating to capital expenditures previously incurred or anticipated to be incurred at the Property; (x) True, complete and correct copies of the annual statements provided to tenants for operating expenses, taxes, insurance and other "pass-throughs" for the period January 1, 1994 through December 31, 1995 and the statements of estimated charges for such items provided to tenants for calendar year 1996; (xi) Any and all documents, studies and reports prepared during the past two years in Seller's possession relating to any proposed further development of the Property; (xii) Copies of bills for all real estate taxes and assessments of the Property for the eighteen (18) month period prior to the date hereof; (xiii) Copies of all statements, if any, of gross sales for any tenants required to pay percentage rent and for all tenants who provide such information to Seller for the past three (3) calendar years; (xiv) Correspondence and records regarding all tenant complaints and work orders for the previous twelve (12) months, to the extent in Seller's possession or control. (xv) Copies of any notices received by Seller and in Seller's possession or control alleging violations of any governmental or private requirements pertaining to the Property and all related documentation; (xvi) Copies of any pending litigation, or of notices of threatened litigation matters pertaining to the Property; and (xviik) To As-built plans and specifications for the extent not covered by Premises (the foregoing“Plans and Specifications”). The Pre-Effective Date Due Diligence Items and the Post-Effective Date Due Diligence Items are collectively referred to herein as the “Due Diligence Items.” Seller is providing the Due Diligence Items as an accommodation only, Seller's books and, except as to item (d) and records relating (i) above addressed in Article 12 below, hereby expressly disclaims any express or implied warranty as to the accuracy and/or completeness of the Due Diligence Items. Buyer acknowledges and agrees that it will rely solely on its own due diligence and on its experience as a sophisticated purchaser of commercial real estate in the District of Columbia and elsewhere in determining whether to consummate the purchase of the Property. The foregoing provisions shall survive the termination of this Agreement or the Closing. (b) Commencing as of September 26on the date hereof, 1996and subject to the limitations set forth in subsection (d) immediately below, Buyer shall have the right to perform and conduct such examinations and investigations of the Property as Buyer may desire, which may include, without limitation, examination of all structural and mechanical aspects thereof, interviews review of any and all documentation with respect to the Property including without limitation its income and expenses, all Lease and tenant files, interviewing of tenants under the Lease, review of all records of repairs and property managers and personnelcapital improvements, examination of the title to the Property, conducting intrusive or non-intrusive tests to determine the presence or absence of hazardous waste, asbestos, lead paint, radon and other similar materials and substances, reviewing a current as-built survey thereof, and determining the compliance of the Property with all applicable laws, rules, codes codes, regulations and regulationscovenants of record, including, without limitation, the XXXX, and determining whether, and the extent to which, additional improvements may be constructed on the Real Property. Buyer's inspections and activities at the Premises , provided, however, Seller’s consent shall be conducted by required prior arrangement with Seller. Buyer may, through prior arrangement with Seller on at least two (2) business days' advance notice, request interviews with Major Tenants and/or the GSA and make inspections to conducting any invasive examination or investigation of such tenants' space, and Seller shall have the right to participate in or attend any such interviews or inspections. Upon request in connection with any such entry onto the Premises, Buyer shall provide Seller with certificates of insurance for Buyer and its contractors and agents in form reasonably satisfactory to Seller, naming Seller and its managing agent as additional insureds. Buyer shall provide Seller with copies of all reports, studies, and investigations performed by or on behalf of Buyer concerning the Property, which consent shall not be unreasonably withheld, or delayed. In connection with such as environmentalexamination, architectural, engineeringSeller shall make available for Buyer’s review Seller’s books and records relating to the Property, and title reportsshall reasonably cooperate with Buyer in Buyer’s efforts to conduct due diligence on Boston University’s operation of the Property.

Approvals and Conditions to Buyer's Obligations. (a) Seller acknowledges that the Buyer intends to conduct an investigation of the Property. In order to facilitate Buyer's investigations, Seller has delivered shall deliver or make available to Buyer true and complete within three (3) business days from the date hereof or, as soon thereafter as is reasonably practicable, copies of many of the following items (collectively, the "Due Diligence Items") and shall continue to make the Due Diligence Items available in Seller's offices for review and copying by Buyer's representatives during the Due Diligence Period:): (i) The Leases; (ii) The Operating Contracts; (iii) Income Income, expense and expense other operating statements for the Property for calendar years 1993, 1994 and 1995, and the first nine months of calendar year 1996 and 1997, and January, 1998 and a projection budget reflecting estimated income and expenses for the Property for calendar year 19961998 (provided, however, that Buyer understands and agrees that such budget is to be provided for informational purposes only and Seller makes no representation or warranty with respect to the accuracy or completeness of such budget); (iv) Any To the extent in Seller's possession or control, all unexpired warranties with respect to the Premises and final as-built plans and specifications for the Premises to Premises; (v) To the extent in Seller's possession or control; (v) , Seller's Affiliates' owner's title insurance policy and all documents listed therein to the extent in Seller's possessionpolicies; (vi) To the extent in Seller's possession or control, any all licenses and permits of a material nature required or appropriate for the use and operation of the Property (the "Licenses and Permits"), including occupancy permits/certificates, and any land use or environmental legal opinions pertaining to the construction, use, occupancy or prior financing of the Property; (vii) All surveys of the Premises or any part thereof in Seller's possessionpossession or control; (viii) Any A copy of any and all structural, mechanical and physical inspection reports, traffic studies, engineering reports, soil borings tests and reports, and reports relating to toxic and/or hazardous materials or substances including without limitation asbestos, asbestos containing materials, lead paint, radon gas, petroleum products, urea-formaldehyde and other similar or dissimilar chemical or materials, materials relating to the Premises and prepared by or on behalf of Seller or its affiliates, and within Seller's possession or control; (ix) Any written reports and related or other materials within Seller's possession or control relating to capital expenditures previously incurred with respect to the Loan or anticipated to be incurred at the Property; (x) True, complete and correct copies Copies of the annual statements provided all invoices to tenants for operating expenses, taxes, insurance and other "pass-throughs" for the period January 1, 1994 1996 through December 31, 1995 1997 and a schedule of monthly xxxxxxxx and collections for the statements of estimated charges for such items provided to tenants for calendar year 1996period January 1, 1997 through January 31, 1998; (xi) Any and all documents, studies and reports prepared during the past two years in Seller's possession relating to any proposed further development of the Property; (xii) Copies of bills for all real estate taxes and assessments of the Property for the eighteen (18) month period prior to the date hereof; (xiii) Copies To the extent they are in Seller's possession or control, copies of all statements, if any, statements of gross sales for any tenants required to pay percentage rent and for all tenants who provide such information to Seller for the past three (3) calendar years; (xiv) Correspondence and records regarding To the extent they are in Seller's possession or control, a list of all written tenant complaints and work orders for the previous twelve (12) months, to the extent in Seller's possession or control.; (xv) Copies True, complete and correct copies of any notices received by Seller and in Seller's possession or control alleging violations of any governmental or private requirements pertaining to the Property and all related documentation;Loan Documents; and (xvi) Copies A true, correct and complete copy of any pending litigation, or of notices of threatened litigation matters pertaining to the Property; and (xvii) To the extent not covered by the foregoing, Seller's books and records relating to the PropertyCom/Energy Research Park Realty Lease. (b) Commencing as of September 26, 1996on the date hereof, Buyer shall have the right to perform and conduct such examinations and investigations of the Property as Buyer may desire, which may include, without limitation, examination of all structural and mechanical aspects thereof, interviews review of any and all documentation with tenants respect to the Property including without limitation its income and property managers expenses, all Leases and personneltenant files, records of repairs and capital improvements, examination of the title to the Property, conducting intrusive or non-intrusive tests to determine the presence or absence of hazardous waste, asbestos, lead paint, radon and other similar materials and substances, reviewing a current as-built survey thereof, and determining the compliance of the Property with all applicable laws, rules, codes and regulations, and determining whether, and the extent to which, additional improvements may be constructed on the Real Property. In connection with such examination, Seller shall make available (at reasonable times and places) for Buyer's inspections review Seller's books and activities at the Premises shall be conducted by prior arrangement with Seller. Buyer may, through prior arrangement with Seller on at least two (2) business days' advance notice, request interviews with Major Tenants and/or the GSA and make inspections of such tenants' space, and Seller shall have the right records relating to participate in or attend any such interviews or inspections. Upon request in connection with any such entry onto the Premises, Buyer shall provide Seller with certificates of insurance for Buyer and its contractors and agents in form reasonably satisfactory to Seller, naming Seller and its managing agent as additional insureds. Buyer shall provide Seller with copies of all reports, studies, and investigations performed by or on behalf of Buyer concerning the Property. If the expiration of the Due Diligence Period shall fall on Saturday, such as environmentalSunday or holiday, architecturalthe Due Diligence Period shall automatically be extended to the next business day. Notwithstanding anything herein to the contrary, engineeringnothing herein shall authorize Buyer, and title reportsnor shall Buyer be permitted to conduct, any subsurface or groundwater environmental testing on or relating to the Property without Seller's prior written consent, which consent may be withheld or denied for any or no reason.