Common use of Buyer’s Due Diligence Clause in Contracts

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.

Buyer’s Due Diligence. Subject 5.1. This Contract is conditioned upon Buyer conducting, at Buyer's sole cost and expense, its due diligence investigation and satisfying itself as to Section 21 belowall matters relating to the Premises on or before April 15, 2000 (the "Inspection Period"). Without limiting the generality of the foregoing, Buyer's due diligence investigation may include review of any existing signage leases or licenses respecting the Premises, review of an appraisal of the Premises prepared for Buyer, review of soil, environmental or other engineering studies of the Premises, review of the Survey and all improvements, review of all federal, state and local laws, statutes, regulations, orders, rules and ordinances affecting the ownership, development and operation of the Premises, and performance of such other tests and investigations as Buyer deems necessary or appropriate to determine whether the Premises are acceptable and satisfactory to Buyer. Buyer shall be permitted to have twenty-five (25) Business Days from and after the later unobstructed right, subject to occur of (i) the Opening of Escrow and (ii) Farm Lease, to enter upon the date of delivery by Seller to Buyer of the SellerPremises at reasonable times with Buyer's Deliveriesdesignated agents, the Title Commitment and related recorded exception documentsengineers, and any existing survey other representatives to inspect and conduct physical, geological, seismic and other tests and inspections (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning Conduct of the PropertySurvey), the physical, environmental and geotechnical condition to make any other reasonable examinations of the Property Premises Buyer deems proper. Seller agrees to cooperate with any and the economic feasibility all reasonable requests of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole 's inspection and absolute discretionstudy of the Premises. Buyer acknowledges receipt of a copy of a survey previously completed for Seller by Xxxxxxxx & Xxxxxxx, P.A. as Project No. 98424 dated March 26, 1999. 5.2. Buyer shall have the rightindemnify, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify defend and hold harmless Seller harmless and defend Seller its partners from and against any claimsall liability, liabilitiesloss, liensdamage, cause of action, expenses, costs, or damages cost and expense (including court costs and reasonable attorneys’ fees ' fees) arising out of or relating in any way to entry and personal injury claims) resulting from activity on the inspection Premises by Buyer and its employees, agents and contractors, such obligation of Buyer to survive the closing and delivery of the Property prior to Warranty Deed or any termination of this Contract, as the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall case may be. If this transaction does not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated close for any reason, Buyer shall at its sole cost properly restore the Property Premises to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially condition the same condition that existed immediately were in prior to Buyer’s inspection 's due diligence activities, including filling and investigation. Any provision compaction of all excavations and resodding or reseeding, and compensate Seller for the fair value of any growing crops damaged or destroyed by Buyer's activities, such obligations of Buyer to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive any termination of this Agreement for any reason for a period Contract. 5.3. If, prior to expiration of three (3) months the Inspection Period, Buyer determines in its sole and control over any provisions unreviewable discretion that the results of its due diligence investigation are not totally acceptable to Buyer, then Buyer shall have the contrary hereinright and option to terminate this Contract by giving written notice of termination to Seller on or before 5:00 P.M. of the last day of the Inspection Period, in which event the parties shall be released from all obligations hereunder except those herein expressly provided to survive the termination of this Contract. If Buyer does not so terminate this Contract by said date and time, Buyer shall have no further right to terminate under this Paragraph 5, time being of the essence hereunder.

Buyer’s Due Diligence. Subject to Section 21 belowDuring the Due Diligence Period, Buyer and its agents may, at Buyer’s sole expense, conduct tests and physical inspections of the Property, including building inspections and environmental site assessments desired by Buyer. Buyer shall have twentyalso conduct such investigations with regard to zoning, building codes, and availability of permits and approvals for its intended construction and use of the Property, as it deems prudent in its sole discretion. Buyer shall provide evidence to Seller that Buyer has procured and paid premiums for an all-five risk public liability insurance policy written on a per occurrence and not claims made basis in a combined single limit of not less than ONE MILLION DOLLARS (25$1,000,000) Business Days which insurance names Seller as additional insured. Buyer shall keep the Property free and clear of all mechanic liens, lis pendens and other liens arising out of the entry and work performed under this paragraph and shall maintain or assure maintenance of workers' compensation insurance (or state approved self-insurance) on all persons entering the Property in the amounts required by the State of California. Buyer shall promptly restore the Property to the condition that it was in prior to those tests and inspections and shall indemnify, defend and hold Seller harmless from all damages, costs, loss, expense (including attorney fees) and after liability resulting from Xxxxx’s activities, acts, and omissions on the later Property, including, but not limited to, mechanic liens. Notwithstanding anything to occur of the contrary contained in this Agreement, (i) the Opening defense, indemnity, and hold harmless provision contained in this Section shall not apply to the extent such liabilities arise in connection with the sole negligence or willful misconduct of Escrow Seller, its employees, agents, contractors, licensees or invitees and (ii) the date of delivery provided further that Buyer shall have no liability to Seller or to its employees, agents, or contractors by Seller reason of, nor shall Buyer have any duty to Buyer of the Seller's Deliveriesindemnify, the Title Commitment and related recorded exception documentsdefend, and or hold any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereofperson or entity harmless from or against, any liabilities, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition any claim for diminution in value of the Property and or for environmental remediation or clean-up costs, resulting directly from Buyer having merely discovered and/or reported (to the economic feasibility of owning the Membership Interests and operating extent required by applicable law) any adverse physical condition, title condition, environmental condition, or other defect with respect to the Property. If, during The foregoing provisions shall survive the Due Diligence Period, Buyer determines that the Membership Interests Closing or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretiontermination of this Agreement. At Closing, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of take the Property prior subject to the Closing Date any title exceptions caused by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or Xxxxx exercising this license to enter the Property. In the event Copies of any final non-privileged, non-attorney-client work product reports including any survey prepared for Buyer this Agreement is terminated for any reasonshall be delivered to Seller (at no cost to Seller) and, Buyer if the Closing does not occur, Seller shall restore be entitled to use without the Property to the extent of any physical change or damage made as a result consent of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinpreparer.

Buyer’s Due Diligence. Subject (a) Without expanding or extending Buyer’s rights with respect to inspection of title and survey matters governed by the foregoing Section 21 below4, Buyer shall have twenty-five (255) Business Days from and business days after the later to occur execution of this Agreement (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate make such inquiries and analyze review such documents reasonably necessary to ascertain that (i) all governmental permits and approvals required for the feasibility construction of the Membership Interests Improvements were obtained, and such construction was performed in accordance with such permits and approvals, and (ii) the Property is in compliance with all material environmental laws and regulations applicable to the Property. Buyer shall undertake such inquiries and reviews with commercially reasonable diligence and effort. Buyer shall have reasonable access to the Property, subject to the terms of the State Street Lease, for the purpose of making, at Buyer’s sole cost and expense, surveys, inspections and other investigations on business days upon at least forty-eight (48) hours prior written notice to Seller. Buyer shall conduct such inspections in a manner not disruptive to tenants or to the operation of the Property. (b) Prior to any entry to perform any soils or other intrusive on-site testing, Buyer shall give Seller written notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall have the right to approve or disapprove, in Seller’s sole discretion, such proposed soils or other intrusive testing within three (3) business days after receipt of such notice. If Buyer or its agents, employees or contractors take any sample from the Property in connection with any such approved testing, Buyer shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Seller or its representative may be present to observe any testing or other inspection performed on the Property. Upon the request of Seller, Buyer shall promptly deliver to Seller copies of any reports relating to any testing or other inspection of the Property performed by Buyer or its agents, employees or contractors. Buyer shall not contact any governmental authority without first obtaining the prior written consent of Seller thereto, and Seller, at Seller’s election, shall be entitled to have a representative on any phone or other contact made by Buyer to a governmental authority and present at any meeting by Buyer with a governmental authority. (c) Seller has made available for inspection by Buyer copies of such of the following respecting the Property as Seller currently maintains in its possession: (i) as-built plans and specifications with respect to completed portions of the Improvements; (ii) soil tests; (iii) the Tenant Leases; (iv) the Service Contracts; (v) construction and other warranties still in effect; (vi) operating statements for the period beginning July 1, 2003 through December 31, 2003; (vii) an inventory list of Personal Property; (viii) the real and personal property tax bills for the current tax year; (ix) the utility bills for the period beginning July 1, 2003 through December 31, 2004; (x) environmental and engineering reports; and (xi) licenses and permits or certificates of occupancy or other documents required for construction of the Improvements built to date and occupation of the Building as, and to the extent, presently used. Buyer agrees that all such documentation and any other instruments or information in respect of the Property provided by Seller or Seller’s agents or representatives to Buyer or Buyer’s agents or representatives and all test and inspection results and reports (collectively, the “Due Diligence Materials”) shall be and remain the property of Seller, unless Buyer consummates the purchase of the Property hereunder, and that until such time, Buyer agrees not to permit unauthorized access to such information and further agrees to take reasonable steps to protect the confidentiality of such information. (d) Except as otherwise expressly set forth herein, Seller makes no representations or warranties as to the truth, accuracy or completeness of any of the Due Diligence Materials, including without limitation the contents of Seller’s books and records, the Leases, the Service Contracts, rent rolls or income and expense statements, supplied to Buyer in connection with Buyer’s inspection of the Property. It is the parties’ express understanding and agreement that all such Due Diligence Materials were provided by Seller solely for Buyer’s intended use thereof, including, without limitation, the zoning of convenience in making its own examination as to whether it wishes to purchase the Property, the physicaland, environmental in making such examination and geotechnical condition determination, Buyer shall rely exclusively on its own independent investigation and evaluation of the Property and not on any materials supplied by Seller. (e) During the economic feasibility term of owning this Agreement, Buyer may not contact any tenant of the Membership Interests and operating the Property. Property or any public officials without Seller’s prior written consent. (f) If, during on or before the expiration of the Due Diligence Period, Buyer determines discovers that that the Membership Interests condition described in paragraph (a) above is not satisfied and that the cost to remedy the unsatisfied condition or the Property defect giving rise to such failure to satisfy any such condition or defect, excluding the cost of soil disposal as expressed in Section 5(i) below) is in excess of Three Million & 00/100 Dollars ($3,000,000.00), then Buyer shall have the right to terminate this Agreement by delivering to Seller written notice of such termination, which notice shall set forth with specificity and provide reasonably detailed evidence to support its conclusion that one or both of such conditions are not acceptable for satisfied and that the cost to remedy the condition or defect giving rise to such failure to satisfy any reason whatsoever such condition is in Buyer’s sole and absolute discretionexcess of Three Million & 00/100 Dollars ($3,000,000.00). In response to such notice, Buyer Seller shall have the right, at its option, to avoid such termination by giving written notice curing the defect, in which event Closing shall be extended for such period, not to exceed forty-five (45) days, as Seller may reasonably require in order to effect the cure, or Seller may elect to offer to Buyer a credit against the Purchase Price in the amount necessary to effect such cure in excess of Three Million & 00/100 Dollars ($3,000,000.00), as such amount shall be reasonably determined by Seller and Buyer. If Seller declines to cure the defect, Buyer may, at its option, proceed to Closing and accept, if offered by Seller, the amount in excess of Three Million & 00/100 Dollars ($3,000,000.00) required to effect the cure, or Buyer may terminate this Agreement in accordance with the terms hereof, in which event, Buyer shall return to Seller on or before the last day of the all Due Diligence PeriodMaterials, Escrow Agent shall return to Buyer the Deposit and all interest thereon, and neither party shall have any further liability to the other hereunder, except as otherwise provided herein unless, within five (5) business days of Seller’s receipt of Buyer’s notice of termination, Seller notifies Buyer and Escrow Agent that Buyer’s election to terminate this AgreementAgreement has not been made in compliance with the requirements of this Section 5, in which event the provisions of the Escrow Agreement shall govern. (g) Buyer shall maintain, and shall assure that its contractors maintain, commercial general liability and property insurance with a reputable insurer licensed in the state in which the Property is located, with a Best’s rating of A-X or better in amounts and in form and substance reasonably satisfactory to Seller to insure against all liability of Buyer and its agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions hereof, and Buyer shall provide Seller with evidence of such insurance coverage upon request by Seller. Any such policy shall include a contractual liability endorsement which insures Buyer’s indemnity obligations hereunder. At a minimum, such liability insurance shall provide minimum limits of liability of One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate, with an umbrella excess liability policy in minimum amount of Five Million Dollars ($5,000,000) per occurrence bodily injury/ property and Five Million Dollars ($5,000,000) aggregate damage/ occurrence. Buyer agrees to indemnify shall (i) indemnify, defend and hold Seller harmless and defend Seller from and against any and all liability, claims, liabilitiesdemands, liensdamages or expenses of any kind, cause of actionincluding attorneys’ fees, expenses, costscaused directly or indirectly by, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of in any manner relating to, such entry upon the Property or the making of such tests and investigations or for any damages to the Property caused thereby and (ii) restore the Property as nearly as practicable to the condition existing immediately prior to the performance of such tests and investigations. This subsection 5(g) shall survive the termination of, or the closing of the transactions contemplated by, this Agreement. (h) If the Closing Date does not take place for any reason whatsoever, Buyer shall not, directly or indirectly, disclose to any person or party or use in any manner any Due Diligence Materials or any other information of Seller acquired by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests with respect to Seller or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive Upon termination of this Agreement for any reason other than Closing, and as a condition precedent to the return of the Deposit (if applicable), Buyer shall return to Seller any and all Due Diligence Materials, including, without limitation, copies of all surveys, tests and investigations prepared by or for a period the benefit of three Buyer in connection with the Property. This subsection 5(h) shall have survive the termination of this Agreement. (3i) months and control over any provisions Anything in this Agreement to the contrary hereinnotwithstanding, Seller shall remain liable for all costs, expenses and liabilities, direct and indirect, foreseen and unforeseen, in connection with the storage, transportation and disposal of contaminated soils associated with the development of the Building and Property (as described in a letter dated July 24, 2003, from Xxxxx & Xxxxxxx to the Massachusetts Department of Environmental Protection). The terms and provisions of this paragraph shall survive Closing hereunder.

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five For a period of sixty (2560) Business Days from and days after the later to occur of Effective Date (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence PeriodCommencement Date”), Buyer may perform its due diligence relating to the Property. Buyer shall perform and complete its due diligence on or before the sixtieth (60th) to evaluate and analyze day after the feasibility of Due Diligence Commencement Date (the Membership Interests and “Due Diligence Date”). During the due diligence period, Buyer may inspect the Property for and conduct, at Buyer’s intended use thereofsole cost and expense, includingsuch reviews, without limitationtests, the zoning appraisals and studies and take such actions as Buyer shall deem appropriate in connection with his investigation of the Property, including, but not limited to the physicalfollowing: (a) Review of title to the Property (See also Section 9 below). (b) Review of the permits and approvals for the Property. (c) Inspection of the structural, environmental mechanical and geotechnical condition operating systems within the Property (including all water and septic/sewer systems servicing the Property). (d) Obtaining a Phase I Environmental Site Assessment of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines (it being understood that the Membership Interests or Buyer shall not be permitted to obtain a Phase II Environmental Site Assessment of the Property are not acceptable for any reason whatsoever in Buyerwithout the Seller’s sole prior written consent which, if requested and absolute discretionwithheld, shall entitle the Buyer shall have the right, by giving written notice to Seller terminate this Agreement on or before the last day Due Diligence Date and receive back the Xxxxxxx Money Deposit whereupon this Agreement shall be terminated and of no further force and effect). Seller agrees to deliver to Buyer within five (5) days of the Due Diligence Period, Effective Date all environmental site assessments and related materials and reports relating to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In If the event this Agreement is terminated results of Buyer’s due diligence are not acceptable to Buyer for any reason, Buyer may, in Buyer’s sole discretion, on or before the Due Diligence Date elect to: (i) rescind this Agreement by providing written notice of termination to Seller, in which case Buyer shall restore receive back the Property to the extent of any physical change or damage made as a result Xxxxxxx Money Deposit and all of the conduct rights and obligations of the parties to this Agreement shall cease and terminate; or (ii) waive the satisfaction of such conditions and proceed with the purchase contemplated by this Agreement without a reduction in the Purchase Price. The failure of Buyer to provide its termination notice on or before the Due Diligence Date shall be deemed a waiver of the satisfaction of the above conditions. In the event that Buyer terminates this Agreement, it agrees to deliver to Seller any inspection reports it may have obtained during its due diligence period, such reports shall be given to Seller without any warranty or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinrepresentation whatsoever.

Buyer’s Due Diligence. Subject Buyer shall be allowed to Section 21 belowconduct the following due diligence prior to purchasing the Property: (a) Review and approve title to the Property as shown on a preliminary title report (the "Title Report") from the Title Company. (b) Review and approve the operating statements of the Property for the previous two (2) calendar years as well as the current calendar year-to-date and audited financial statements for 1997, provided same are available and in Seller's actual possession. (c) Review and approve true, correct and complete copies of all tenant leases relating to the Property and a certified rent roll of even date herewith in the form attached hereto as Exhibit B, (the "Certified Rent Roll"). (d) Review and approve copies of any site plans and building drawings and specifications and existing environmental reports currently in the possession or control of the Seller. (e) Review and approve copies of any maintenance and service agreements currently in force. (f) Review and approve an as-built survey showing the location of all improvements and recorded easements on the Property. (g) Performance of a feasibility study of the Property, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, structural and engineering investigations, auditing of books and records of the Property, financial analyses and verification of existing zoning. Seller agrees to provide Buyer and its agents and representatives reasonable access to the Property and to all books, records, files, financial data, leases and contracts relating to the Property and to reasonably cooperate in such examinations and to cause the property manager to reasonably cooperate in such examinations following the Agreement Date for the purpose of performing, at Buyer's sole cost and expense, the above-referenced studies, physical inspections, investigations and tests on the Property (the "Tests") provided that no such tests shall be conducted without at least two (2) business days prior written notice to Seller and if any such tests are invasive Seller's prior approval of such Tests, which approval shall be in Seller's sole and absolute discretion. Notwithstanding anything herein to the contrary, Buyer shall have twenty-five not need Seller's further consent to conduct Phase I environmental studies. Buyer's access is further conditioned on Buyer complying with the terms of the Access and Indemnification Agreement attached hereto as Exhibit E. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use of the Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Property to the condition it was in immediately prior to such Tests, including, but not limited to the prompt 3 removal of anything placed on the Property in connection with such Tests. Copies of any third party reports, letters or other written information generated as a result of such Tests shall be provided to Seller if the sale contemplated by this Agreement does not close for any reason other than Seller's default. Buyer shall indemnify, defend (25) Business Days with counsel reasonably satisfactory to Seller), protect, and hold Seller harmless from and after the later to occur of against any and all liability, loss, cost, damage, or expense (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ attorney's fees and personal injury claimscosts) resulting from the inspection which Seller may sustain or incur by reason of the Property prior to the Closing Date or in connection with any Tests made by Buyer or Buyer’s contractors, employees, representatives's agents or contractors relating to or in connection with the Property, or agents; provided, however, that entries by Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests its agents or contractors onto the Property. In the event this Agreement is terminated for Notwithstanding any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstandingin this Agreement, the provisions indemnity obligations of the previous two sentences Buyer under this Agreement shall survive any termination of this Agreement for any reason for or the delivery of the deed and the transfer of title pursuant to this Agreement. The items referred to above in Subsections 5(a)-(g) and those listed on Schedule B shall be collectively referred to as the "Due Diligence Items." Buyer acknowledges that Seller has provided Buyer with the Due Diligence Items prior to execution of this Agreement. The date this Agreement is executed by both parties shall be the "Approval Date" and upon such execution there shall be a period conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition of three (3) months the Property. Notwithstanding the foregoing, Buyer shall be entitled to rely upon the representations and control over any provisions to the contrary hereinwarranties of Seller set forth in this Agreement.

Buyer’s Due Diligence. Subject Buyer shall be allowed to Section 21 belowconduct the following due diligence prior to purchasing the Property: (a) Review and approve title to the Property as shown on a preliminary title report (the "Title Report") from the Title Company. (b) Review and approve the operating statements of the Property for the previous two (2) calendar years as well as the current calendar year-to-date and audited financial statements for 1997, provided same are available and in Seller's actual possession. (c) Review and approve true, correct and complete copies of all tenant leases relating to the Property and a certified rent roll of even date herewith in the form attached hereto as Exhibit B, (the "Certified Rent Roll"). (d) Review and approve copies of any site plans and building drawings and specifications, existing environmental reports, construction contracts, design agreements and land purchase contracts currently in the possession or control of the Seller. (e) Review and approve copies of any maintenance and service agreements currently in force. (f) Review and approve an as-built survey showing the location of all improvements and recorded easements on the Property. (g) Performance of a feasibility study of the Property, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, structural and engineering investigations, auditing of books and records of the Property, financial analyses and verification of existing zoning.. Seller agrees to provide Buyer and its agents and representatives reasonable access to the Property and to all books, records, files, financial data, leases and contracts relating to the Property and to reasonably cooperate in such examinations and to cause the property manager to reasonably cooperate in such examinations following the Agreement Date for the purpose of performing, at Buyer's sole cost and expense, the above-referenced studies, physical inspections, investigations and tests on the Property (the "Tests") provided that no such tests shall be conducted without at least two (2) business days prior written notice to Seller and if any such tests are invasive Seller's prior approval of such Tests, which approval shall be in Seller's sole and absolute discretion. Notwithstanding anything herein to the contrary, Buyer shall have twenty-five not need Seller's further consent to conduct Phase I environmental studies. Buyer's access is further conditioned on Buyer complying with the terms of the Access and Indemnification Agreement attached hereto as Exhibit E. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use of the Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Property to the condition it was in immediately prior to such Tests, including, but not limited to the prompt removal of anything placed on the Property in connection with such Tests. Copies of any third party reports, letters or other written information generated as a result of such Tests shall be provided to Seller if the sale contemplated by this Agreement does not close for any reason other than Seller's default. Buyer shall indemnify, defend (25) Business Days with counsel reasonably satisfactory to Seller), protect, and hold Seller harmless from and after the later to occur of against any and all liability, loss, cost, damage, or expense (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ attorney's fees and personal injury claimscosts) resulting from the inspection which Seller may sustain or incur by reason of the Property prior to the Closing Date or in connection with any Tests made by Buyer or Buyer’s contractors, employees, representatives's agents or contractors relating to or in connection with the Property, or agents; provided, however, that entries by Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests its agents or contractors onto the Property. In the event this Agreement is terminated for Notwithstanding any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstandingin this Agreement, the provisions indemnity obligations of the previous two sentences Buyer under this Agreement shall survive any termination of this Agreement for any reason for or the delivery of the deed and the transfer of title pursuant to this Agreement. The items referred to above in Subsections 5(a)-(g) and those listed on Schedule B shall be collectively referred to as the "Due Diligence Items." Buyer acknowledges that Seller has provided Buyer with the Due Diligence Items prior to execution of this Agreement. The date this Agreement is executed by both parties shall be the "Approval Date" and upon such execution there shall be a period conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition of three (3) months the Property. Notwithstanding the foregoing, Buyer shall be entitled to rely upon the representations and control over any provisions to the contrary hereinwarranties of Seller set forth in this Agreement.

Buyer’s Due Diligence. Subject to Section 21 below, (a) Buyer shall have twenty-five thirty (2530) Business Days days from and after the later Effective Date to occur of complete Buyer’s third party inspection reports (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”). Buyer shall coordinate directly with the Operator of each Facility (with notice to Seller) regarding the scheduling of any third-party inspections. All third party inspections and investigations at each respective Facility shall be conducted by Buyer in such manner so as not to evaluate disrupt the operation of such Facility. Buyer may, at its sole cost, obtain third party engineering and analyze physical condition reports and Phase I Environmental Audits covering the feasibility of the Membership Interests and the Property for Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s intended use thereofConsultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, includingwhich consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/or the zoning acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the Propertytermination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the physical, environmental and geotechnical condition of the Real Property and the economic feasibility Facility to the condition in which they existed immediately prior to such audit or inspection. (b) If the results of owning the Membership Interests foregoing inspections and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property audits are not acceptable for any reason whatsoever to Buyer in Buyer’s its sole and absolute discretion, Buyer shall have the rightmay, by giving written upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. In the event Buyer elects to terminate this Agreement, the Deposit shall be released and retained by the Seller. Failure of Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause deliver written notice of action, expenses, costs, or damages approval prior to 5:00 p.m. (including reasonable attorneys’ fees and personal injury claimsPacific Time) resulting from on the inspection last day of the Property Due Diligence Period shall be deemed to constitute Buyer’s approval of the matters described in this Section 6(a). Upon the expiration of the Due Diligence Period, whether or not Buyer approves, disapproves or is deemed to approve the same, the Deposit shall be released to Seller and shall be deemed non-refundable except as otherwise provided in this Agreement. If this Agreement shall be terminated prior to the Closing Date by Buyer or BuyerClosing, upon Seller’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reasonrequest, Buyer shall restore the Property to the extent of any physical change promptly return or damage made as a result destroy all copies of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinDue Diligence Items.

Buyer’s Due Diligence. Subject to Section 21 below, (a) Buyer shall have twenty-five until 6:00 p.m., EST, on March 31, 2005 (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Study Period”) to evaluate and analyze the perform a feasibility study of the Membership Interests Property, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, environmental, structural and engineering investigations, auditing of books and records of the Property, financial analyses and verification of existing zoning. Seller agrees to provide Buyer and its agents and representatives, upon at least two (2) business days advance written notice, reasonable access to the Property during normal business hours, subject to the rights of tenants, and reasonable access to all books, records, files, financial data, leases and contracts relating to the Property (except confidential or privileged documents, reports and records and internally prepared memoranda and reports) and to reasonably cooperate in such examinations and to cause the property manager to reasonably cooperate in such examinations following the Effective Date for the purpose of performing, at Buyer’s intended sole cost and expense, the above-referenced studies, physical inspections, investigations and tests on the Property (collectively, the “Tests”) provided that no such tests shall be conducted without at least three (3) business days prior written notice to Seller and if any such Tests are invasive Seller’s prior approval of such Tests, which approval shall be in Seller’s sole and absolute discretion. Notwithstanding anything herein to the contrary, Buyer shall not need Seller’s further consent to conduct Phase I environmental studies. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use thereofof the Property or the rights of the tenants at the Property and upon completion of such Tests, Buyer agrees at its sole cost to promptly restore the Property to the condition it was in immediately prior to such Tests, including, but not limited to the prompt removal of anything placed on the Property in connection with such Tests. Seller shall have the right to have a representative of Seller present at all times while Buyer is performing any such Tests and otherwise conducting its feasibility study. Buyer shall indemnify, defend (with counsel reasonably satisfactory to Seller), protect, and hold Seller and its agents, servants, attorneys, officers, partners, shareholders, consultants, contractors, directors, tenants, members, representatives and employees (collectively, the “Seller Parties”) harmless from and against any and all liability, loss, cost, expense, claim, damage, or expense (including, without limitation, reasonable attorney’s fees and costs) of any kind or nature whatsoever which any of the zoning Seller Parties may sustain or incur by reason of or in connection with any Tests made by Buyer, or any of its employees, consultants, engineers, agents, representatives or contractors (collectively, the “Buyer’s Designees”) relating to or in connection with the Property, or entries by any of Buyer’s Designees onto the physical, environmental and geotechnical condition Property or during the conduct of any of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agentsstudies; provided, however, that Buyer Buyer’s indemnity hereunder shall not be responsible for any losses or expenses resulting from apply to the mere discovery of adverse information regarding the Membership Interests a pre-existing environmental or physical condition at the Property. In the event this Agreement is terminated for Notwithstanding any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstandingin this Agreement, the provisions indemnity obligations of the previous two sentences Buyer under this Agreement shall survive any termination of this Agreement for or the delivery of the deed and the transfer of title pursuant to this Agreement. This Section 5(a) shall survive any reason termination of this Agreement or Closing hereunder for a period of three (3) months and control over years. (b) If for any provisions reason whatsoever Buyer determines that the Property or any aspect thereof is unsuitable for Buyer’s acquisition, Buyer shall have the right to terminate this Agreement by giving written notice thereof to Seller prior to the contrary expiration of the Study Period, and if Buyer gives such notice of termination within the Study Period, this Agreement shall terminate. If this Agreement is terminated pursuant to the foregoing provisions of this section, then neither party shall have any further rights or obligations hereunder (except for any obligations of Buyer pursuant to the other provisions of this Agreement which survive a termination), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder. If Buyer fails to give Seller a notice of termination prior to the expiration of the Study Period, Buyer shall be deemed to have approved all aspects of the Property, including, without limitation, title under Section 3 hereof, and to have elected to proceed with the purchase of the Property pursuant to the terms hereof. (c) As additional consideration for the transaction contemplated herein, Buyer shall provide to Seller, within one (1) business day following the receipt of same by Buyer without Seller’s request, copies of any and all reports, tests or studies involving structural or geologic conditions, environmental, hazardous waste or hazardous substances contamination of the Property Notwithstanding the foregoing, Buyer shall have no obligation to cause any such tests or studies to be performed on the Property. Seller hereby acknowledges that Buyer has not made and does not make any warranty or representation regarding the truth or accuracy of any such studies or reports and has not undertaken any independent investigation as to the truth or accuracy thereof. In the event that such reports, tests or studies indicate the existence or reasonable potential existence of any contamination of any portion of the Property that is not disclosed in the Due Diligence Materials and that is material (meaning that the reasonably estimated cost of remediation and/or other liability associated therewith, as determined by Seller’s environmental consultants, exceeds $50,000.00), then unless Buyer agrees in writing to waive any right of contribution and to indemnify, defend and hold Seller harmless from any loss, cost, claim or liability arising out of or resulting from such contamination, Seller may terminate this Agreement by giving written notice to Buyer within ten business days after Buyer has provided Seller with copies of such reports, tests or studies, whereupon the Deposit shall be returned to Buyer, the parties shall have no further obligations hereunder except for obligations that expressly survive the termination hereof.

Buyer’s Due Diligence. Subject to Section 21 below(a) During the period from the date of this Agreement through five o'clock (5:00) p.m., Eastern time, on the date which is twenty (20) calendar days from the date of this Agreement (the "Due Diligence Period"), Buyer shall have in accordance with this SECTION 5, in good faith and with diligence, at Buyer's sole cost and expense, review and investigate the environmental condition, structural elements and mechanical systems of the Property. Seller shall provide access to the Property at reasonable times, upon at least twenty-five four (2524) Business Days from and after hour prior notice to Seller, for all inspections required by Buyer, which inspections shall be conducted in a manner not disruptive to the later to occur tenants or the operation of (i) the Opening of Escrow and (ii) Property. Buyer shall determine whether or not the date of delivery by Seller Property is acceptable to Buyer of within the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines determines, in its sole discretion, that the Membership Interests or the Property are is not acceptable for any reason whatsoever in Buyer’s sole and absolute discretionacceptable, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this Section 5, this Agreement shall terminate as of the date such termination notice is given by Buyer (subject to the survival of certain obligations of the Buyer as set forth in this Agreement), in which event the Deposit shall be returned to Buyer. If Buyer does not exercise the right to terminate this Agreement in accordance with this SECTION 5, this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this SECTION 5. (b) Within ten (10) days after the date of this Agreement, Seller shall make available to Buyer at the Property the following items that Seller has in Seller's possession or control (collectively the "Due Diligence Materials"): (i) all plans and specifications for the Property, unexpired warranties, title insurance policies and underlying exception documents, surveys, logs and manuals for building equipment, if any, and governmental reports and permits and the Environmental Reports (as defined in SECTION 8(a)(xi)). Seller shall also permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property; (ii) copies of property rent rolls for the preceding three (3) month period (which shall identify any rental concessions, right of first refusals, option to expand or purchase and exclusivity agreements currently in effect and shall include a summary of expiring space and renewal options for all Tenant Leases), the Tenant Leases, all Service Contracts and all tenant and correspondence files relating to the foregoing; (iii) all of Seller's books and records relating to the operation and maintenance of the Property for the past three (3) years including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals required by law and issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each bill for current real estate, personal properxx xnd possessory interest taxes, water charges and other utilities; (C) income, expense (including a detailed list of all capital expenditures on the Property in excess of Ten Thousand Dollars ($10,000)), operating statements and audited property financial statements, if available. (iv) all other items set forth on SCHEDULE 5(B) attached hereto and made a part hereof. Buyer acknowledges and agrees that, to the best of Buyer's knowledge, Seller, as of the date of this Agreement, has furnished to Buyer the documents and materials required by this SECTION 5(B) and Schedule 5(b). (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Due Diligence Materials shall not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege (collectively, the "Confidential Information"). Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer (whether copies are provided or made available at the Property or on-line) contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out Buyer's review and investigation of the Property or to obtain financing for the Property. However, notwithstanding the foregoing provisions, the provisions set forth in SECTION 5(H) below, or anything else to the contrary contained in this Agreement (i) Buyer may disclose Due Diligence Materials and information derived therefrom to its consultants, attorneys, accountants, prospective investors and lenders, and others who need to know the information for the purpose of assisting Buyer in connection with the transaction that is the subject of this Agreement; (ii) the foregoing covenant of confidentiality shall not be applicable to any information published by Seller as public knowledge or otherwise available in the public domain; (iii) Buyer shall be permitted to disclose such information as may be recommended by Buyer's legal counsel in order to comply with all financial reporting, securities laws and other legal requirements applicable to Buyer, including any required disclosures to the Securities and Exchange Commission; and (iv) any duty of confidentiality set forth in this Agreement shall terminate upon Closing. If Buyer exercises the right to terminate this Agreement in accordance with this SECTION 5, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. (d) No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, architects, engineering consultants or environmental consultants, has made any representations or warranties (other than as expressly set forth in SECTION 8(A)) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (e) Buyer shall indemnify and defend Seller against and hold Seller harmless and defend Seller from and against any all claims, demands, liabilities, lienslosses, cause of actiondamages, costs and expenses, costs, or damages (including reasonable attorneys’ ' fees and personal disbursements, arising out of or in connection with the activities and/or omissions of Buyer or any of Buyer's representatives, agents or contractors on or about the Property. The foregoing indemnification covenant shall survive any termination of this Agreement. (f) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance shall be in the amount of Two Million Dollars ($2,000,000) (with respect to Buyer) and in the amount of One Million Dollars ($1,000,000) (with respect to Buyer's contractors, agents and third parties under its control) combined single limit for injury claimsto or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) resulting from in an occurrence. Any policy maintained by Buyer (and Buyer's agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this Section. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (g) Buyer acknowledges and agrees that any and all inspections of the Property prior shall be subject to the Closing Date by rights of tenants under the Tenant Leases and shall be conducted in a manner not unreasonably disruptive to tenants or to the operation of the Property. With respect to meetings with tenants and subtenants, Seller agrees to permit Buyer or Buyer’s contractors, employees, representatives, or agentsto meet with tenants of the Property; provided, however, that Buyer must provide Seller with written notice of such said proposed meeting (which shall not be responsible for arranged by Seller) at least two (2) Business Days prior thereto, and also provided that Seller's representative, at Seller's election, may be present at such meeting. Except as expressly set forth above, neither Buyer nor any losses of the Buyer's representatives shall contact tenants of the Property or expenses resulting from make any inquiries of tenants of the discovery Property. Seller shall make available to Buyer Seller's employees, representatives, contractors, building engineers, leasing agents and property managers (and their employees) at times and frequencies reasonably sufficient to allow Buyer to conduct its due diligence prior to the end of adverse information regarding the Membership Interests or Due Diligence Period. Seller shall have the right to have a representative present during any due diligence investigations conducted by Buyer at the Property. In the event this Agreement is terminated for Buyer or any reasonof Buyer's representatives desire to conduct any physically intrusive due diligence, such as sampling of soils, inspection of building materials, roof inspections, drilling wells or the like, Buyer shall restore identify in writing exactly what procexxxxx such party desires to perform and the identity of the contractor or consultant which will perform such work and request Seller's express prior written consent thereto, which consent Seller agrees not to unreasonably withhold. Upon receipt of Seller's written consent, Buyer and/or Buyer's representatives, as applicable, shall perform any and all due diligence strictly in compliance with any and all laws, ordinances, rules, regulations, permits and licenses applicable to the Property. (h) Subject to the provisions of SECTION 5(C), if the Closing does not take place for any reason whatsoever, Buyer shall not, directly or indirectly, disclose to any person or party or use in any manner (i) any of the Due Diligence Materials, (ii) any tests, studies, reports and other documentation relating to the Property provided to Buyer by third parties ("Buyer Reports"), or (iii) any other information of Seller acquired by Buyer with respect to Seller or the Property. This SUBSECTION 5(H) shall survive the termination of this Agreement. The Buyer Reports shall be delivered and to the extent of assignable, assigned, to Seller, without any physical change or damage made representation as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions accuracy or validity of the previous two sentences shall survive termination of this Agreement for any reason for a period of such reports. (i) Buyer has advised Seller that Buyer (at Buyer's sole cost and expense) must cause to be prepared up to three (3) months years of audited financial statements in respect of the Property in compliance with the policies of Buyer and control over any provisions certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Buyer's auditors in the contrary herein.preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (i) Seller shall,

Buyer’s Due Diligence. Subject CONDITION OF THE PROPERTY Buyer acknowledges that commencing prior to Section 21 belowthe execution of this Agreement and continuing for a period which will expire at 5:00 PM then-prevailing Eastern Time on the tenth (10th) business day following the "Effective Date", Buyer shall have twenty-five (25) Business Days from and after which for the later to occur purposes of (i) the Opening of Escrow and (ii) this Agreement is the date upon which the second of delivery by Purchaser and Seller to Buyer of shall execute this Agreement, (the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“"Due Diligence Period”) "), Buyer may continue to evaluate conduct, its financial due diligence of and analyze the feasibility review of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of title to the Property. Buyer acknowledges that it has been afforded the opportunity to conduct examinations, inspections, testing, studies and/or investigations (herein collectively called the physical, environmental and geotechnical condition "Due Diligence") of the Property and information regarding the economic feasibility Property prior to the Execution Date and has completed same, but for financial due diligence and title review. If Buyer is not satisfied with the results of owning the Membership Interests and operating the Property. If, during the its Due Diligence PeriodDiligence, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, may terminate this Agreement by giving written notice to Seller given in accordance with the provisions of Section 14.9 hereof on or before the last day of the Due Diligence Period, and, in the event of such termination, neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement and Buyer shall be entitled to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection return of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the PropertyDeposit. In the event Buyer fails to terminate this Agreement is terminated for any reasonon or before the last day of the Due Diligence Period, Buyer shall restore be deemed to have waived its rights to terminate this Agreement in accordance with this Article 4. Buyer and Seller each acknowledge and agree that Buyer shall have no additional period after the Property expiration of the Due Diligence Period to conduct further physical Due Diligence regarding the extent of any physical change or damage made Property. At Closing and as a result material inducement for Seller to consummate the Transaction, Buyer will deliver a certification in the form of the conduct of any inspection or investigation of the Property Exhibit F attached hereto and incorporated herein by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinreference.

Buyer’s Due Diligence. Subject Buyer acknowledges that Transferors have afforded Buyer and its agents and representatives an opportunity to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after review all of the later Due Diligence Materials prior to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller this Agreement and, subject to the express terms of this Agreement, that Buyer has completed such review to its satisfaction. Buyer has assumed fully the risk that Buyer has failed completely and adequately to review and consider any or all of such materials. But for Buyers' expression of satisfaction with the content of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) Materials, Buyer would not have entered into this Agreement; but for Buyer's expression of such satisfaction and assumption of any risk as to evaluate the character of its review and analyze the feasibility consideration of the Membership Interests and the Property for Buyer’s intended use thereofDue Diligence Materials, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the PropertyTransferors would not have entered into this Agreement. IfNevertheless, during the Due Diligence Period, Buyer determines that shall be permitted to make a further review of the Membership Interests or Investigation Matters to determine whether any Material Adverse Matters Amounts exist with respect to the Property are not acceptable for Properties and the extent of any reason whatsoever in Buyer’s sole and absolute discretionsuch Material Adverse Matters Amount. After the Approval Date, Buyer shall have no further right of inspection and review with respect to the right, by giving written notice to Seller on or before Properties except solely for the last day purpose of assisting Buyer in its management transition. The rights and obligations of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify parties arising out of Buyer's determination and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property assertion prior to the Closing Approval Date that such Material Adverse Matters Amounts do exist shall be limited to Investigation Matters and governed solely by the provisions of Section 4(f) below. Subject to the foregoing, and as more fully provided below, Transferors agree to assist and cooperate with Buyer in obtaining access to the Property and certain documents relating thereto for purposes of inspection and due diligence. (a) Physical Inspection of the Property. At any time(s) reasonably requested by Buyer or following the Effective Date and prior to Closing, Transferors shall afford authorized representatives of Buyer reasonable access to the Property for purposes of informing itself as to the Investigation Matters, satisfying Buyer with respect to the representations, warranties and covenants of Transferors contained herein and with respect to the satisfaction of any Buyer’s contractors, employees, representatives, or agents's Conditions Precedent to the Closing; provided, however, that Buyer shall use commercially reasonable efforts not be responsible for to unreasonably disturb or interfere with the rights of Tenants. Buyer shall provide Transferors with not less than forty-eight (48) hours advance written notice of any losses such inspections, and Transferors, at their election, shall have the right to have a representative present during any such investigations. Buyer hereby agrees to indemnify and hold the Transferors harmless from any claims, liabilities, costs, damages or expenses injury to persons or property resulting from such investigations or caused by Buyer or its authorized representatives during their entry and investigations prior to the discovery of adverse information regarding the Membership Interests or the PropertyClosing. In the event this Agreement is terminated for any reasonterminated, Buyer shall restore the Property to the extent of any physical change or damage made as a result each of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors Properties to substantially the same condition that existed immediately prior to Buyer’s inspection and investigationin which it was found. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences This indemnity shall survive the termination of this Agreement for any reason for a period of three (3) months and control over any provisions to or the contrary hereinClosing, as applicable.

Buyer’s Due Diligence. Subject to Section 21 belowFrom Execution Date of this Agreement through February 26, Buyer shall have twenty-five 2007 (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence PeriodDeadline”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion), Buyer shall have the rightright and opportunity to (i) review the Contracts and Data, (ii) perform title examination, (iii) inspect the physical condition of the Lands, Wxxxx and Facilities, and (iv) inspect the environmental condition of the Lands, Wxxxx and Facilities and to make an environmental assessment thereof. Buyer agrees to promptly provide to Seller a copy of any environmental assessment made by giving or on behalf of Buyer and reduced to writing, including any reports, data and conclusions. Buyer shall keep any data or information acquired by all such examinations and the results of all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, unless such disclosure is required by law or judicial process. Buyer shall release, indemnify, defend and hold harmless Seller and their respective directors, officers, employees and agents from and against any and all loss, cost, damage, expense or liability, including attorney’s fees, whatsoever arising out of any injury to or death of persons or damage to property occurring in, on or about the Lands, Wxxxx and Facilities as a result of Buyer’s inspection and assessment activities (except for any such injuries or damages caused solely by the active negligence or willful misconduct of any of said indemnitees). If Buyer discovers any material defect, condition, event, obligation or liability prior to the Due Diligence Deadline which makes the transaction contemplated herein unsatisfactory to Buyer, in its sole discretion, then Buyer may terminate this Agreement upon written notice to Seller, with no further liability by either party to the other based upon such termination and Seller shall return the Deposit to Buyer in accordance with subparagraph 1(b) above. If Buyer does not deliver to Seller a written notice of termination on or before the last day Due Diligence Deadline, Buyer shall be deemed to have inspected title and the condition of the Due Diligence PeriodLands, Wxxxx and Facilities, or waived its right to terminate inspect the same for all purposes, and satisfied itself as to their physical and environmental condition, both surface and subsurface. If the parties hereto do not close the transaction contemplated in this Agreement for any reason, this confidentiality obligation shall survive the termination of this Agreement. Buyer If the parties hereto close such transaction, Seller agrees not to indemnify and hold Seller harmless and defend Seller from and against any claimsdisclose the data, liabilities, liens, cause information or results of action, expenses, costssuch assessment, or damages (including reasonable attorneys’ fees any Buyer information reviewed during such assessment, to any third parties without the prior written consent of Buyer, such confidentiality obligation to survive the termination of this Agreement. Seller shall further make available to Buyer all data and personal injury claims) resulting from information relating to the inspection environmental and physical condition of the Property prior to the Closing Date by Buyer or Buyer’s contractorsProperties, employees, representatives, or agents; provided, however, that but Buyer shall not be responsible for any losses allowed to copy or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinretain such information.

Buyer’s Due Diligence. Subject Seller has heretofore provided Buyer with (a) a Rent Roll with respect to Section 21 belowthose Leases in effect as of the last day of the calendar month preceding the Letter Date, Buyer shall have twenty-five and (25) Business Days from and after the later to occur of (ib) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the PropertyFinancial Data. IfIn addition, during the Due Diligence PeriodPeriod (a) Seller will make or cause to be made available to Buyer for copying, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in at Buyer’s sole cost and absolute discretionexpense, the Leases and Contracts and any other on-site property files of Seller and Seller’s property manager (other than Confidential Materials) and (b) will allow Buyer’s Representatives and Buyer’s consultants and contractors (collectively, the “Entering Parties”) access to the Real Property upon reasonable prior notice at reasonable times for the purpose of conducting physical tests and inspections of the Real Property, provided (i) such access does not interfere with the operation of the Real Property or the rights of tenants; (ii) Buyer shall have coordinate with Seller and Seller’s property manager prior to each entry on the right, Real Property by giving written notice to Seller on or before any Entering Parties; (iii) the last day Entering Parties shall not contact any tenant; (iv) after the expiration of the Due Diligence Period, Buyer’s Representatives shall not be permitted to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against perform any claims, liabilities, liens, cause of action, expenses, costs, further testing or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection other physical evaluation of the Real Property; and (v) Seller or its designated representative shall have the right to be present during any physical testing of the Real Property and the right to review the scope of the work for any invasive physical tests prior to the Closing Date performance of such tests by Buyer or its contractors or consultants. Buyer shall address or cause its contractors or consultants to address all reasonable concerns expressed by Seller with respect to such work scope or the manner of the performance of such tests. Buyer shall deliver copies of all Buyer’s contractors, employees, representatives, Reports to Seller promptly following receipt thereof by Buyer. Upon the completion of any tests or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reasoninspections, Buyer shall restore immediately return the Real Property to the extent condition existing prior to such tests and inspections. Prior to such time as any Entering Parties enter the Real Property, Buyer shall (i) obtain and cause each of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives its consultants or contractors to substantially the same condition that existed immediately prior obtain a policy of commercial general liability insurance with limits of not less than $1,000,000 combined single limit for personal injury and property damage, which policy of insurance shall name Seller and Seller’s property managers as additional insureds and shall be issued by an insurance company reasonably acceptable to Buyer’s inspection Seller, and investigation. Any provision to the contrary herein notwithstanding(ii) provide Seller with a certificate of insurance evidencing such insurance policy, the provisions of the previous two sentences which certificate shall survive termination of this Agreement provide for any reason for a period of three (3) months and control over any provisions to the contrary herein.ten

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveriesuntil 5:00 p.m. Pacific time on November 13, the Title Commitment and related recorded exception documents, and any existing survey 2012 (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.

Buyer’s Due Diligence. Subject Buyer shall be allowed to Section 21 belowconduct the following due diligence prior to purchasing the Property: (a) Review and approve title to the Property as shown on a preliminary title report (the "Title Report") from the Title Company. (b) Review and approve the operating statements of the Property for the previous two (2) calendar years as well as the current calendar year-to-date and audited financial statements for 1997, provided same are available and in Seller's actual possession. Buyer acknowledges that no audited financial statements are available from Seller for the properties listed on Schedule A. (c) Review and approve true, correct and complete copies of all tenant leases relating to the Property and a certified rent roll of even date herewith in the form attached hereto as Exhibit B, (the "Certified Rent Roll"). (d) Review and approve copies of any site plans and building drawings and specifications and existing environmental reports in the possession or control of the Seller. (e) Review and approve copies of any maintenance and service agreements currently in force. (f) Review and approve an as-built survey showing the location of all improvements and recorded easements on the Property. (g) Performance of a feasibility study of the Property, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, structural and engineering investigations, auditing of books and records of the Property, financial analyses and verification of existing zoning.. Seller agrees to provide Buyer and its agents and representatives reasonable access to the Property and to all books, records, files, financial data, leases and contracts relating to the Property and to reasonably cooperate in such examinations and to cause the property manager to reasonably cooperate in such examinations following the Agreement Date for the purpose of performing, at Buyer's sole cost and expense, the above-referenced studies, physical inspections, investigations and tests on the Property (the "Tests") provided that no such tests shall be conducted without at least two (2) business days prior written notice to Seller and if any such tests are invasive Seller's prior approval of such Tests, which approval shall be in Seller's sole and absolute discretion. Notwithstanding anything herein to the contrary, Buyer shall have twenty-five not need Seller's further consent to conduct Phase I environmental studies. Buyer's access is further conditioned on Buyer complying with the terms of the Access and Indemnification Agreement attached hereto as Exhibit E. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use of the Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Property to the condition it was in immediately prior to such Tests, including, but not limited to the prompt removal of anything placed on the Property in connection with such Tests. Copies of any third party reports, letters or other written information generated as a result of such Tests shall be provided to Seller if the sale contemplated by this Agreement does not close for any reason other than Seller's default. Buyer shall indemnify, defend (25) Business Days with counsel reasonably satisfactory to Seller), protect, and hold Seller harmless from and after the later to occur of against any and all liability, loss, cost, damage, or expense (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ attorney's fees and personal injury claimscosts) resulting from the inspection which Seller may sustain or incur by reason of the Property prior to the Closing Date or in connection with any Tests made by Buyer or Buyer’s contractors, employees, representatives's agents or contractors relating to or in connection with the Property, or agents; provided, however, that entries by Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests its agents or contractors onto the Property. In the event this Agreement is terminated for Notwithstanding any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstandingin this Agreement, the provisions indemnity obligations of the previous two sentences Buyer under this Agreement shall survive any termination of this Agreement for any reason for or the delivery of the deed and the transfer of title pursuant to this Agreement. The items referred to above in Subsections 5(a)-(g) and those listed on Schedule B shall be collectively referred to as the "Due Diligence Items." Buyer acknowledges that Seller has provided Buyer with the Due Diligence Items prior to execution of this Agreement. The date this Agreement is executed by both parties shall be the "Approval Date" and upon such execution there shall be a period conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition of three (3) months the Property. Notwithstanding the foregoing, Buyer shall be entitled to rely upon the representations and control over any provisions to warranties of the contrary hereinSeller set forth in this Agreement.

Buyer’s Due Diligence. Subject Buyer shall be allowed to Section 21 belowconduct the following due diligence prior to purchasing the Property: (a) Review and approve title to the Property as shown on a preliminary title report (the "Title Report") from the Title Company. (b) Review and approve the operating statements of the Property for the previous two (2) calendar years as well as the current calendar year-to-date and audited financial statements for 1997, provided same are available and in Seller's actual possession. (c) Review and approve true, correct and complete copies of all tenant leases relating to the Property and a certified rent roll of even date herewith in the form attached hereto as EXHIBIT B, (the "Certified Rent Roll"). (d) Review and approve copies of any site plans and building drawings and specifications, existing environmental reports, construction estimates, design agreements and land purchase contracts currently in the possession or control of the Seller. (e) Review and approve copies of any maintenance and service agreements currently in force. (f) Review and approve an as-built survey showing the location of all improvements and recorded easements on the Property. (g) Performance of a feasibility study of the Property, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, structural and engineering investigations, auditing of books and records of the Property, financial analyses and verification of existing zoning.. Seller agrees to provide Buyer and its agents and representatives reasonable access to the Property and to all books, records, files, financial data, leases and contracts relating to the Property and to reasonably cooperate in such examinations and to cause the property manager to reasonably cooperate in such examinations following the Agreement Date for the purpose of performing, at Buyer's sole cost and expense, the above-referenced studies, physical inspections, investigations and tests on the Property (the "Tests") provided that no such tests shall be conducted without at least two (2) business days prior written notice to Seller and if any such tests are invasive Seller's prior approval of such Tests, which approval shall be in Seller's sole and absolute discretion. Notwithstanding anything herein to the contrary, Buyer shall have twenty-five not need Seller's further consent to conduct Phase I environmental studies. Buyer's access is further conditioned on Buyer complying with the terms of the Access and Indemnification Agreement attached hereto as Exhibit E. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use of the Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Property to the condition it was in immediately prior to such Tests, including, but not limited to the prompt removal of anything placed on the Property in connection with such Tests. Copies of any third party reports, letters or other written information generated as a result of such Tests shall be provided to Seller if the sale contemplated by this Agreement does not close for any reason other than Seller's default. Buyer shall indemnify, defend (25) Business Days with counsel reasonably satisfactory to Seller), protect, and hold Seller harmless from and after the later to occur of against any and all liability, loss, cost, damage, or expense (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ attorney's fees and personal injury claimscosts) resulting from the inspection which Seller may sustain or incur by reason of the Property prior to the Closing Date or in connection with any Tests made by Buyer or Buyer’s contractors, employees, representatives's agents or contractors relating to or in connection with the Property, or agents; provided, however, that entries by Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests its agents or contractors onto the Property. In the event this Agreement is terminated for Notwithstanding any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstandingin this Agreement, the provisions indemnity obligations of the previous two sentences Buyer under this Agreement shall survive any termination of this Agreement for any reason for or the delivery of the deed and the transfer of title pursuant to this Agreement. The items referred to above in SUBSECTIONS 5(A)-(G) and those listed on SCHEDULE B shall be collectively referred to as the "Due Diligence Items." Buyer acknowledges that Seller has provided Buyer with the Due Diligence Items prior to execution of this Agreement. The date this Agreement is executed by both parties shall be the "Approval Date" and upon such execution there shall be a period conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition of three (3) months the Property. Notwithstanding the foregoing, Buyer shall be entitled to rely upon the representations and control over any provisions to warranties of the contrary hereinSeller set forth in this Agreement.

Buyer’s Due Diligence. Subject 5.1 Buyer and its duly authorized representatives and agents shall have from the date of execution hereof until, and including, 5:00 PM EST on October 16, 1996 (hereinafter called the "Due Diligence Period") in which to Section 21 survey, inspect and investigate the Property and to perform such financial analyses, tests and studies as Buyer shall determine, subject to the following terms and conditions set forth below. Notwithstanding anything to the contrary set forth herein, Buyer will not have access to the property from July 2 through September 2, 1996. (A) Buyer shall not be allowed to conduct any study, test or sampling of the Property if such studies, testing or sampling result in any material change in the present character or topography of the Property or cause a reduction in the marketable value of the Property without Seller's prior written consent, which shall not be unreasonably withheld. (B) Buyer shall, at Buyer's sole expense, within ten (10) days after the expiration of the Due Diligence Period return the Property to the condition in which it existed immediately prior to such studies, testing or sampling to the extent changed by Buyer. (C) Before conducting any physical inspections or tests of the Property, Buyer shall have twenty-five (25a) Business Days submit to Seller the name, address and qualifications of each and every person or company who shall be making any physical inspections, conducting any tests, or doing any laboratory analysis of test data; (b) specifically describe the extent, nature and location of the inspections and/or testing which will be conducted on site; and (c) specify the date or dates when said physical inspections and/or testing shall be conducted. (D) Buyer shall, for a period of one (1) year after the closing or the earlier termination hereof, defend, protect, indemnify and hold Seller and its partners, agents, employees and affiliates, both past and present, and its successors and assigns, harmless from and after the later to occur against any and all consequences, liabilities, claims, demands, damages, including, but not limited to, special, consequential and punitive damages, judgments, awards, charges, losses, causes of (i) the Opening action and costs, including reasonable attorneys' fees incurred with or without suit, of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveriesevery kind, nature or description, resulting from, pertaining to, relating to, in any way connected with or arising out of, directly or indirectly, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and entry on the Property for or any such activities by Buyer’s intended use thereof, its agents, contractors or subcontractors, including, without limitation, any damages due to the zoning death or injury of any person or for the damage, loss or destruction of any property, including Seller's personal injury or property damage either to the Property or any personal property located thereon, any and all mechanic's liens or other encumbrances. (E) Any survey and all such inspections and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due. (F) Under no circumstances shall Buyer communicate the results of any inspections or tests to any governmental body, agency or instrumentality having or asserting jurisdiction over the Property without Seller's prior written consent. (G) All information, data and knowledge gained by Buyer as a result of any survey, tests, inspections, investigations, studies and governmental inquiries and/or applications shall be kept in strict confidence by Buyer and shall not be communicated to any other person, firm or entity (other than Buyer's employees, consultants, etc., except under compulsion of law, without Seller's prior written consent. 5.2 If the Buyer, in its sole discretion, is dissatisfied with the results of any tests or inspections, or with the content of any of the documents, data or information obtained from Seller or in connection with its review of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, then Buyer may terminate this escrow at any time during the Due Diligence PeriodPeriod established in Section 5.1 and upon such termination, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in all monies delivered to Escrow Agent less 1/2 of cancellation fees, shall be immediately returned to Buyer’s sole and absolute discretion, . If Buyer shall have fail by the right, by giving written notice to Seller on or before the last day end of the Due Diligence Period, to terminate this Agreement. Buyer agrees approve or disapprove, in writing, to indemnify Escrow Holder, Seller and hold Seller harmless and defend Seller from and against the Seller's broker, any claimsitem, liabilities, liens, cause of action, expenses, costsmatter, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from document subject to Buyer's approval under the inspection terms of the Property prior to the Closing Date this Contract, it shall be conclusively presumed that Buyer has approved of such item, matter or document. Buyer's conditional approval shall constitute disapproval. Any written notice of objection or disapproval delivered by Buyer hereunder shall specify, with particularity, the exact defects or Buyer’s contractorsconditions, employeeswhether physical, representativesenvironmental, governmental or agents; providedfinancial, howeverto which Buyer objects, whether this defect is curable, and what actions, if any, may be taken by Seller to cure such defects and/or conditions, and in the event that Buyer has requested Seller cure such defect, shall not be responsible for any losses accompanied by copies of all data, information and written documents generated or expenses resulting from the discovery examined by or on behalf of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct any survey and any and all tests, inspections, investigations, studies and governmental inquiries and/or applications made by or on behalf of any inspection or investigation of Buyer with respect to the Property by Buyer that are directly or Buyer’s agents, representatives indirectly related to the objection or contractors to substantially disapproval item to. the extent the same condition that existed immediately prior are necessary in order to permit Seller to cure such defect. If Buyer serves timely written notice of disapproval with accompanying documents, as to any matter as a result of its investigation under this paragraph, Seller shall have the right within thirty (30) days of its receipt of Buyer’s inspection and investigation. Any provision 's written notice of disapproval in which to elect to cure the contrary herein notwithstandingdefects and/or conditions which Buyer has disapproved, if curable, hereinafter called the "Disapproved Items." 5.3 Unless the parties mutually instruct otherwise, if the time period for the satisfaction of contingencies or the time periods for Seller or Buyer to make the elections specified above would expire on a date after the Expected Closing Date (as defined below), the provisions of Expected Closing Date shall be deemed extended to coincide with the previous two sentences shall survive termination of this Agreement for any reason for a period expiration of three (3) months business days following the expiration of: the applicable contingency period(s). 5.4 If this transaction is terminated due to Seller's inability to deliver marketable title or for non-satisfaction and control over non-waiver of a Disapproved Item, then neither Buyer nor Seller shall thereafter have any provisions liability to the contrary hereinother under this Agreement, except to the extent of an affirmative covenant or warranty in this Agreement that may be involved and provided that this Agreement expressly states that such covenant or warranty is to survive the termination of this Agreement. In the event of such termination, Buyer shall promptly be refunded all funds deposited by Buyer with the Escrow Holder together with all interest thereupon, less only one-half of the title company's charges and escrow cancellation fees, which shall be Buyer's obligation to pay. 5.5 Buyer shall also have until the expiration of the Section 5.1 Due Diligence Period in which to validate Buyer's ability to obtain the government approvals, permits and consents to accommodate the use of the Property for Buyer's contemplated assisted living facilities project ("Feasibility Study"). Buyer shall by the end of the Due Diligence Period determine if it believes, in its sole good faith discretion, that it will be able to obtain the government approvals, permits and consents it requires by the Section 6.1

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five be entitled to examine the Due Diligence Materials, and any other documents and information that Buyer reasonably requests and Seller is able to furnish, and to perform (25and to cause its employees and agents to perform) Business Days any and all other inspections and investigations on, of and with respect to the Property as Buyer shall deem appropriate, and pursue all needed government approvals and permits for Buyer’s intended development and use of the Property as a freight transportation and supply chain service provider. Seller shall in good faith (at no cost to Seller) cooperate with Buyer in its performance of such inspections and investigations. Buyer shall repair any damage to the Property (and any adjacent property) caused by Buyer or its employees, contractors or agents during the conduct of such inspections and investigations, and defend, indemnify and hold Seller harmless from and after against all claims brought against Seller that are caused by Buyer (or its employees, contractors and agents) during the later to occur course of such examinations, inspections and investigations except for losses, costs, claims, damages or expenses caused by (i) the Opening of Escrow and Seller, its agents, employees, contractors and/or subcontractors and/or (ii) the date of delivery by Seller to Buyer condition of the Seller's Deliveries, Property before Xxxxx’s entry thereon. Buyer’s obligation under the Title Commitment foregoing sentence shall survive termination of this Agreement and related recorded exception documents, the closing of Buyer’s purchase of the Property. The period commencing on the Effective Date and any existing survey expiring thirty (30) days thereafter shall hereinafter be referred to as the “Due Diligence Period”) . Anything in this Agreement to evaluate and analyze the feasibility contrary notwithstanding, Buyer shall be entitled to terminate this Agreement at any time during the Due Diligence Period by notifying Seller of such termination in writing prior to the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning expiration of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, which Buyer determines that the Membership Interests may do or the Property are not acceptable for any reason whatsoever refrain from doing in Buyer’s sole and absolute discretion, for any reason or no reason at all. In the event that this Agreement is terminated pursuant to this Section 3.2, the Deposit shall be promptly returned to Buyer, and upon which Buyer and Seller shall have no further rights or obligations under this Agreement, except those which expressly survive the right, by giving written notice to Seller on or before the last day termination of this Agreement. If Buyer does not terminate this Agreement during the Due Diligence Period, the Deposit shall become non-refundable (except due to terminate Seller’s default, or as otherwise expressly set forth in this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein).

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the rightright to conduct due diligence with regard to the Property for a. period of Thirty (30) days from the execution of this Agreement. Buyer will be provided with a due diligence packet including all due diligence studies, Phase 1 environmental studies (if any exist), reports, plans., survey., title, permits, applications, Resolutions of Approved, Professional Review Letters and any other documents obtained by giving written notice Seller in the development of the project within Two (2) days after this Agreement is fully executed. Buyer, in its sole discretion, shall have the right to Seller on or before terminate this Agreement at any time prior to the last day expiration of the Due Diligence Periodperiod. To the extent that the Buyer terminates the Agreement within this period, Buyer shall be entitled to the return of all deposit monies and this Agreement shall then be deemed, null and void. Seller understands and agrees that during this period Buyer may be retaining professionals to examine and inspect the property and grants Buyer permission, provided reasonable notice is given of such inspection, to terminate this Agreemententer the property to conduct such inspections. Buyer agrees shall have the right to indemnify conduct such investigation and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of tests on the Property prior as Buyer in its sole discretion deems necessary including but not limited to, soil sat-mice, wetlands studies, surveys, periodic tests and test bores and. any other test or review any other study, approval, plan, permit as Buyer in its sole discretion deems necessary to ascertain whether the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible Property is suitable for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Propertyintended use. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors property to substantially the same condition that existed immediately in which it was prior to Buyer’s inspection such inspections and investigationtests following the completion of the inspections and testing. Any provision to Buyer shell indemnify, defend, and hold Seller harmless for any claim or damage, which may have been caused by Buyer or its representatives entering upon the contrary herein notwithstanding, property after the effective dxxx. If Buyer terminates this Agreement in accordance with the provisions of the previous two sentences this section 5, Buyer shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinbe reimbursed Bayer's Deposit.

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from During the term of this Agreement and after continuing through the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests Closing Date or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretionearlier termination of this Agreement, Buyer shall have the right, by giving written notice right (i) to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the make a physical inspection of the Property (but Buyer may not do any invasive testing, including without limitation core sampling or drilling xxxxx, without Seller’s prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agentswritten approval); provided, however, that Buyer shall have the right to cause a phase I environmental site assessment of the Property to be performed without the consent of Seller, and (ii) to examine and analyze any operating files maintained by Seller in connection with the leasing, maintenance, operations and/or management of the Property, including, without limitation, the Lease, the lease file relating to the Lease, Contracts, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, engineering reports, environmental audits and similar materials in the possession and/or maintained by Seller or Seller’s property manager, but excluding materials which are not directly related to the leasing, maintenance, operations and/or management of the Property such as Seller’s internal memoranda, financial projections, budgets, appraisals, accounting and income tax records and similar proprietary or confidential information. Buyer understands and agrees that any on-site inspections or testing of the Property shall be responsible subject to Tenant’s consent rights and conducted upon at least two (2) Business Days prior notice (which may be provided by telephone or electronic mail) to Seller, and Seller shall have the right to have a representative present, at all times, during such inspections. Any such inspections and testing shall be performed by companies selected by Buyer and reasonably acceptable to Seller. Buyer agrees to repair any damage to the Property solely caused by Buyer or its agents or invitees and to indemnify against and defend and hold Seller harmless from and against any claim for any losses liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or expenses injuries arising out of or resulting from Buyer’s or its agents’ or invitees’ entry onto, inspection or testing of the Property, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any earlier termination of this Agreement, as the case may be; provided, however, this indemnity shall not apply to: (x) the mere discovery by Buyer of adverse information regarding any conditions at the Membership Interests Property; (y) any matter relating to a pre- existing condition at the Property unless exacerbated by Buyer; or (z) any damage arising out of Seller’s negligence, willful misconduct, or intentional acts. Buyer shall maintain or cause to be maintained and shall ensure that Buyer’s consultants maintain (1) commercial general liability insurance with coverage of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate and (2) property damage insurance with coverage of not less than $1,000,000 per occurrence, as supplemented by excess liability coverage of not less than $5,000,000 in the aggregate, and in form and substance adequate to insure against all liability of Buyer and its consultants, respectively, and each of its agents, employees or contractors, arising out of the inspections or testing. Prior to exercising its rights under this Section 4.1, Buyer shall provide evidence of the insurance coverage required under this Section 4.1, and Seller shall be named as an additional named insured thereunder prior to Buyer’s (or its agent’s) entry upon the Property. In Subject to the event this Agreement is terminated rights of Tenant, all inspections and testing shall be conducted in a commercially reasonable manner to minimize any disruption to the activities being conducted on the Property by Seller or Tenant, and shall occur during normal weekday business hours, which for purposes hereof shall mean Monday through Friday (other than holidays) during the hours of 8:00 am through 5:00 pm, or during such other day and time as may be mutually agreeable by Seller and Buyer. Buyer shall not contact any reasongovernmental authority or agency regarding the Property or Tenant without the prior consent of the Seller, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall not contact Tenant (whether at the Property or through other means) or conduct any Tenant interviews without the prior consent of the Seller, which shall not be unreasonably withheld, conditioned or delayed. If Buyer desires to contact Tenant or conduct interviews with Tenant or the employees of Tenant, Buyer shall restore give Seller reasonable advance notice (by telephone or electronic mail) thereof. Seller shall arrange for any such Tenant interview/meeting with Tenant at a mutually convenient time for Buyer, Seller, and the Property Tenant during standard weekday business hours (as provided above), and Seller shall have the right to have a representative from Seller present, at all times, during such Tenant interview/meeting. Buyer agrees that its contact and discussions with and interviews of Tenant shall only be conducted in accordance with the extent provisions outlined above. Seller shall reasonably cooperate to facilitate the timely scheduling of any physical change or damage made all Tenant interviews/meetings. Buyer acknowledges and agrees that Buyer does not have the right to terminate this Agreement as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors due diligence pursuant to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinSection 4.1.

Buyer’s Due Diligence. Subject to Section 21 belowAdditionally, Buyer shall have twenty-five during the Review Period, BUYER may conduct, at BUYER’s expense, studies, examinations, and inspections of or on the Property (25) Business Days from and after the later to occur of collectively, “BUYER’s Due Diligence”). BUYER may seek reports at its discretion, including: (i) the Opening of Escrow and a market analysis; (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning a financial analysis of the Property; (iii) engineering, physical inspections, and structural analysis of any improvements and equipment; (iv) legal review; (v) analysis of the physicalTitle Commitment; (vi) analysis of the Survey; (vii) Phase I Environmental Site Assessment of the Property; and (viii) any other documents, environmental and geotechnical condition non-invasive studies or inspections of the Property and the economic feasibility of owning the Membership Interests and operating that BUYER deems necessary to evaluate the Property. If, during the Due Diligence Periodprovided, Buyer determines however, that the Membership Interests or (a) any entry by BUYER upon the Property are shall be at the sole cost, expense and risk of BUYER, and (b) BUYER shall not acceptable for perform any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day invasive tests of the Due Diligence PeriodProperty except in accordance with subsection 9.3, and (c) BUYER shall promptly furnish copies of the reports and results of such inspections to terminate this AgreementSELLER, at no cost to SELLER other than reasonable copying Xxxxxxxx Park/XxxxXxxxx Purchase and Sale Agreement May 15, 2020 Page 6 of 34 charges; provided, however, SELLER acknowledges that one or more of such reports may by its terms prohibit the dissemination thereof or reliance thereon by third parties such as SELLER, and SELLER expressly acknowledges and agrees that BUYER makes no representations or warranties about the accuracy or completeness of any such reports. Buyer BUYER hereby indemnifies and agrees to indemnify and hold Seller SELLER harmless and defend Seller from and against any claimsand all loss, liabilities, liens, cause of action, expenses, costs, cost or damages expense (including reasonable attorneys’ fees and personal expenses) arising out of and directly related to injury claims) resulting from the inspection of the Property prior to the Closing Date persons or damage to property caused by Buyer or Buyer’s contractors, employees, representativesBUYER, or agents; providedany employee, howeveragent, that Buyer shall not be responsible for principal of, or independent contractor with, the BUYER, in connection with any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or such entry upon the Property. In Any entry upon the event this Agreement is terminated Property by BUYER for the purpose of conducting such inspections shall be reasonably coordinated in advance with SELLER as to scheduling and other such details. At SELLER’s election, a representative of SELLER may be present during any reason, Buyer shall restore entry by BUYER upon the Property to conduct the extent of inspections (as long as such presence shall not unreasonably delay the entry). Further, BUYER agrees to (a) satisfy any physical change and all mechanic’s liens which may be filed or damage made threatened against the Property as a result of such entry by BUYER, or any employee, agent, principal of, or independent contractor with, the conduct of any BUYER onto and inspection or investigation of the Property, and (b) if this transaction does not close, repair any damage to the Property caused by Buyer BUYER or Buyer’s agents, representatives its agents or contractors employees and to restore the Property to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision existing on the Effective Date hereof to the contrary herein notwithstandingextent such restoration is necessary as a result of any damage to the Property caused by BUYER or its agents or employees. Prior to any entry on the Property, BUYER shall provide to SELLER evidence of the following insurance: (i) commercial general liability insurance for personal injury (including wrongful death) and damage to property caused by any act or omission by BUYER, its agents, employees, contractors, subcontractors and invitees (with a combined single limit of liability for bodily injury and property damage of not less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate); and (ii) employers’ liability insurance (and workers compensation, if required) in accordance with applicable state law. The commercial general liability policy shall contain an endorsement naming SELLER as an additional insured. No inspection of the Property by BUYER under the provisions of this subsection 9.1 shall unreasonably interfere with the previous two sentences operation of the Property or the conduct of business thereon by SELLER or its respective employees and invitees. Unless otherwise set forth in this Agreement, BUYER shall survive termination pay for BUYER’s Due Diligence and Review Period expenses outside of this Agreement for any reason for a period of three (3) months Escrow and control over any provisions to the contrary hereinClosing.

Buyer’s Due Diligence. Subject At all times prior to Section 21 belowClosing while this Agreement remains in effect, Buyer and any Buyer’s Representative shall have the right to enter upon the Property for the purpose of inspecting the Property and performing non-invasive and non-destructive diligence inspections, investigations and feasibility studies, at Buyer’s sole risk, cost and expense. Before any such entry, Buyer shall provide Seller with evidence satisfactory to Seller confirming that any agent of Buyer has standard commercial general liability insurance policy covering the activities of Buyer’s Representative providing insurance limits and coverage acceptable to Seller. All of such entries upon the Property shall be at reasonable times during normal business hours and shall be permitted only after at least two (2) days prior notice to Seller, and Seller or Seller’s managing agent shall have twenty-five (25) Business Days from the right to accompany Buyer and after any Buyer’s Representative during any activities performed by Buyer on the later Property. Buyer’s right of entry and inspection shall be subject to occur the rights of (i) tenants of the Opening Property and Buyer and any Buyer’s Representative shall not unreasonably interfere with the ongoing operation of Escrow the Property or the use and (ii) enjoyment of the date of delivery Property by Seller to and Seller’s tenants. If any inspection or test performed by or on behalf of Buyer of damages, disturbs or otherwise alters the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning condition of the Property, then Buyer will promptly repair said damage as near as possible to the physicalcondition which existed before such damage. The provisions of this section shall survive Closing or the earlier termination of this Agreement. Buyer, environmental in its sole and geotechnical condition absolute discretion, may terminate this Agreement by written notice to Seller at any time prior to the expiration of the Property Due Diligence Period for any reason or no reason, and, in the event of such termination, neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement and Buyer shall be entitled to the economic feasibility return of owning the Membership Interests and operating Deposit. In the Property. If, during event Buyer fails to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall be deemed to have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, waived its rights to terminate this AgreementAgreement in accordance with this section. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.LEGAL02/38855357v6 8

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliverieshereof until March 3, the Title Commitment and related recorded exception documents, and any existing survey 2014 (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretiondiscretion that the Property is not acceptable for any reason whatsoever, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any actual claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees including the cost of in-house counsel and personal injury claimsappeals but expressly excluding consequential, special, punitive, speculative or incidental damages) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible (i) obligated to provide such indemnity for any losses arising because of the gross negligence or expenses resulting from willful misconduct of Seller or Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, and property manager, or (ii) liable to Seller solely as a result of the discovery of adverse information regarding a pre-existing condition on the Membership Interests Property to the extent the activities of Buyer or the Propertyits consultants do not materially exacerbate such condition. In the event If this Agreement is terminated for any reasonreason (or, to the extent any such repair or restoration is necessary (v) to prevent further damage to the Property, (w) avoid manifest danger to life or property, (x) avoid the suspension of any necessary service to the Property, (y) is necessary to comply with any judicial or governmental authority having jurisdiction, as determined by Seller in its reasonable discretion, or (z) otherwise has a material adverse effect on the use or enjoyment of the Property by the tenants under the Leases, then upon written request of Seller), Buyer shall promptly restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation, to the extent permitted by applicable law. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein; provided however that if Seller shall have provided written notice to Buyer with reasonable detail of a specified repair Buyer is required to make hereunder, then such period shall be extended until such repair is complete.