Common use of Buyer’s Due Diligence Clause in Contracts

Buyer’s Due Diligence. Buyer shall be allowed to conduct the following due diligence prior to purchasing the REIT Units: (a) Buyer’s review of title to the Real Property as shown on the Company’s existing title policy (the “Title Policy”) issued by the corresponding title company (the “Title Company”) and an existing as-built survey showing the location of all improvements and recorded easements on the Real Property as of the date such survey was prepared (the “Survey”). The Title Policy and the Survey shall be delivered by Seller with the other Due Diligence Items (as hereinafter defined). Buyer has caused the Title Company to issue a commitment for an owner’s title insurance policy (the “Title Report”) and ordered an updated Survey (the Title Policy, Title Report and Survey being collectively referred to as the “Title Documents”). By its execution hereof, Buyer has approved the Title Documents for the Real Property. All items disclosed in the Title Documents are herein referred to as “Permitted Exceptions”. At any time prior to Closing, Buyer may update the Title Report. If such updated Title Report discloses any matter that was not disclosed in either the Title Policy or original Title Report, Buyer may deliver a written notice (“Buyer’s Title Notice”) specifying each such new title defect or matter for which Buyer is requesting a cure by Seller (“Title Defect”) and each Title Company requirement (“Title Requirement”) which Buyer is requesting Seller to satisfy in order for a title policy to be issued for the Real Property at Closing; provided, however, Buyer acknowledges that it may not object to any Permitted Exception. Within two (2) business days after receiving Buyer’s Title Notice, Seller shall deliver to Buyer written notice (“Seller’s Title Notice”) of those Title Defects which Seller covenants and agrees to either eliminate or cure to Buyer’s satisfaction by the Closing Date and those Title Requirements which Seller agrees to satisfy by the Closing Date; provided, however, Seller may cure at its own and sole discretion, but under no circumstances will have any obligation to cure any Title Defect or satisfy any Title Requirement set forth in Buyer’s Title Notice. Seller’s failure to deliver Seller’s Title Notice to Buyer within the time period specified above shall be deemed to constitute Seller’s election not to eliminate or cure any such Title Defect or to satisfy any such Title Requirements. If Seller elects (or is deemed to have elected) not to eliminate or cure any Title Defects or to not satisfy any Title Requirements excepting any Permitted Exceptions, Buyer shall have the right, by written notice delivered to Seller on or before the Approval Date, to either (i) waive its prior notice as to the Title Defects which Seller has elected not to cure and those Title Requirements which Seller has elected not to satisfy, or (ii) terminate this Agreement as provided later in this section. Buyer’s failure to deliver any written notice within such period shall be a conclusive presumption that Buyer has approved the Title Documents and this Agreement shall remain in full force and effect. Notwithstanding anything to the contrary contained herein, the loan evidenced by (a) that certain Deed of Trust dated December 22, 2006 and recorded in Liber 10434, folio 331 by Columbia Gateway Associates, LLC to Xxxxx Xxxxxx Xxxx, trustee for the benefit of JPMorgan Chase Bank, N.A., as modified by that certain instrument dated February 28, 2007 and recorded in Liber 10589, folio 218, as further modified by that certain instrument dated April 30, 2007 and recorded in Liber 10672, folio 077, as further modified by that certain instrument dated August 31, 2007 and recorded in Liber 10873, folio 317, as further modified by that instrument dated March 11, 2010 and recorded in Liber 12355, folio 188 and further modified by that certain Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing and Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 recorded in Liber 12702, folio 455; (b) Assignment of Lessor’s Interest in Leases and Rents dated August 31, 2007 and recorded in Liber 10873, folio 344 as modified by instrument dated March 11, 2010 and recorded in Liber 12355, folio 188, as further modified by Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing and of Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 and recorded in Liber 12702, folio 455; and (c) that UCC financing statement from Franklin Center, LLC to JPMorgan Chase Bank, N.A. dated September 21, 2010 and recorded in Liber 12702, folio 465 (collectively the “Existing Loan Documents”) shall be paid in full at Closing and the Existing Loan Documents shall not be included as exceptions to the marked title commitment or title pro forma to be delivered by the Escrow Agent at Closing. (b) Buyer’s review of the Leases and the Service Contracts affecting the Real Property and Improvements. (c) Buyer’s review of insurance certificates for Seller’s liability and casualty policies covering the Property. (d) Buyer’s review of the statements of income or operations for the years ended December 31, 2009 and 2010, each prepared in the normal course of business of the Company (the “Company Financial Statements”) and the general ledger of the REIT (as of the Delivery Date covering the past twenty-four (24) months) and those certain REIT Compliance Statements prepared in the ordinary course of the REIT’s business by Deloitte & Touche for the first quarter of 2011, the first through fourth quarters of 2010 and the fourth quarter of 2009 (collectively the “REIT Financial Statements”); (e) To the extent available, Buyer’s review of the operating statements of the Borrower for the previous two (2) calendar years as well as the current calendar year-to-date. (f) Buyer’s review of certain environmental reports prepared for Seller and Company and currently in Seller’s Possession (as defined below) and described in Exhibit B hereto. Seller is providing such reports to Buyer for informational purposes only and Buyer shall not rely on such reports in determining whether to purchase the REIT Units. In the event the transaction contemplated herein does not close for any reason whatsoever, Buyer shall immediately return the reports to Seller. (g) Buyer’s review of (A) the REIT Agreement and the certificate of formation for the REIT, together with any and all other agreements, instruments and documents that constitute the REIT; (B) the limited liability company agreement of the Company and the certificate of formation of the Company and any other documents constitute the Company, (C) the limited liability company agreement of the Borrower and the certificate of formation of the Borrower and any other documents constituting the Borrower, and (D) the reports scheduled on Exhibit Q (collectively, the “Books and Records”). (h) Buyer’s review of the REIT, Company and Borrower information as set forth on Exhibit P attached hereto. The items referred to above in subsections 4(a)-(h) and any other items provided by Seller to Buyer before or after the Delivery Date (as hereinafter defined), shall be collectively referred to as the “Due Diligence Items”. Seller has provided the Due Diligence Items set forth above and Buyer hereby acknowledges receipt thereof as of the Agreement Date (the “Delivery Date”). The Due Diligence Items contain confidential material, data and information and by accepting delivery of same the Buyer hereby acknowledges that the Due Diligence Items will be relied upon at the Buyer’s own risk and further that as provided herein below will be kept confidential at all times by Buyer and its agents, employees and representatives (collectively the “Representatives”, except as to any Due Diligence Items that are available publicly or otherwise constitute public records (including, without limitation, the Certificate of Formation for the REIT and the Certificate of Limited Partnership for the Company). The confidentiality requirement set forth in this Section is referred to herein as the “Confidentiality Requirement” and those items subject to the Confidentiality Requirement are referred to herein as the “Confidential Items.” The Confidential Items will be kept confidential and shall not, without Seller’s prior written consent (which consent shall be granted or denied in Seller’s sole discretion), be disclosed by the Buyer, or by its Representatives. If such consent is granted, the Confidential Items shall not be disclosed prior to Seller’s receipt of an Acknowledgment and Disclaimer Agreement as attached hereto as Exhibit I from the (a) individual, (b) corporation, limited partnership, general partnership, limited liability company, trust, or other business entity of any kind or nature, and/or (c) any governmental body or entity of any kind or nature (each, a “Person”) to whom the Confidential Items are being disclosed. Moreover, the Buyer agrees to reveal the Confidential Items only to those of its Representatives who need to know the Confidential Items and who are informed by the Buyer of the confidential nature of the Confidential Items. The Buyer or its Representatives will not volunteer or disclose in any way to any Person (except to other Representatives) (i) the fact that the Confidential Items have been made available, (ii) any of the Confidential Items or any summaries or notes thereof, or (iii) any of the terms, conditions or other facts with respect to the Agreement except as otherwise provided herein. Buyer hereby releases and discharges any and all claims it may have against Seller or its Representatives arising out of the delivery of the Due Diligence Items to Buyer or any inaccuracy of the Due Diligence Items. Further, Buyer hereby agrees to indemnify and hold Seller harmless from any and all claims arising out of Buyer’s breach of the Confidentiality Requirement. Buyer agrees that if it or its Representatives commit a breach of any of the provisions of this Confidentiality Requirement, Seller shall have the right and remedy to institute proceedings to obtain immediate injunctive relief for any breach or threatened breach hereof, it being hereby acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Seller and its affiliates and that money damages will not provide an adequate remedy to Seller and its affiliates. This stipulation with respect to damages incurred by Seller upon a breach of this Confidentiality Requirement by Buyer shall be limited to use in an action for injunctive relief. Further, nothing herein shall be construed to limit any other remedy available to Seller. (i) Buyer’s review of the physical and environmental characteristics and condition of the Commercial Property. Subject to the terms of the Leases, Seller agrees to provide Buyer access to the Commercial Property during normal business hours following the Agreement Date for the purpose of performing, at Buyer’s sole cost and expense, non-invasive studies, physical inspections, investigations and tests on the Commercial Property (the “Tests”) provided that no Tests shall be conducted without at least two (2) business days prior written notice to Seller and Seller’s prior approval of such Tests, which approval shall not be unreasonably withheld. Seller’s execution of this Agreement shall constitute its consent to a non-invasive Phase I environmental site assessment being performed on the Commercial Property. Notwithstanding anything to the contrary contained herein, all forms of invasive Tests are prohibited without Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole discretion. Invasive Tests hereunder include, but are not limited to any tests or testing beyond a Phase I environmental site assessment, such as collecting or testing asbestos, water, radon, soil or air samples. Buyer’s access is further conditioned on Buyer providing Seller with certificates of insurance listing Seller as an additional insured on all insurance policies evidencing that Buyer’s agents or contractors performing said Tests have insurance in types and amounts satisfactory to Seller as determined by Seller in its reasonable discretion as more specifically set forth on Exhibit J attached hereto and hereby made a part hereof. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use of the Commercial Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Commercial Property to the condition it was in immediately prior to such Tests, including, but not limited to the immediate removal of anything placed on the Commercial Property in connection with such Tests. Copies of any 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. BUYER SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY SATISFACTORY TO SELLER), PROTECT, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST, DAMAGE, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) WHICH SELLER MAY SUSTAIN OR INCUR BY REASON OF OR IN CONNECTION WITH ANY TESTS MADE BY BUYER OR BUYER’S AGENTS OR CONTRACTORS RELATING TO OR IN CONNECTION WITH THE PROPERTY, OR ENTRIES BY BUYER OR ITS REPRESENTATIVES OR CONTRACTORS ONTO THE COMMERCIAL PROPERTY. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT, THE INDEMNITY OBLIGATIONS OF BUYER UNDER THIS AGREEMENT SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT OR ANY TRANSFER PURSUANT TO THIS AGREEMENT. BUYER IS NOT OBLIGATED TO INDEMNIFY SELLER FOR ANY LOSS, COST, DAMAGE OR EXPENSE ASSOCIATED WITH THE MERE DISCOVERY OF PRE-EXISTING CONDITIONS AT THE REAL PROPERTY. If on or before 5:00 p.m. Central Time on the date hereof (the “Approval Date”), Buyer disapproves any of the Due Diligence Items or the physical and environmental condition of the Property, at Buyer’s sole and absolute discretion, by providing Seller with written notice, this Agreement shall terminate without any liability on the part of either party, except for Buyer’s indemnity obligations set forth in Section 4 above. In the event of such termination the Deposit, less any costs incurred by Seller for the updated Survey and/or the Title Report (which amounts shall be credited to Seller) shall be returned to Buyer. If by 5:00 p.m. Central Time on the Approval Date Buyer approves the Due Diligence Items and the physical and environmental condition of the Property by providing Seller with written notice, then this Agreement shall remain in full force and effect and the Deposit shall be held by the Escrow Agent and credited to Seller as provided herein. If by 5:00 p.m. Central Time on the Approval Date Buyer does not waive or deem satisfied in writing the Due Diligence Items and the physical and environmental condition of the Property, there shall be a conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition of the Property, this Agreement shall remain in full force and effect, and the Deposit shall be held by the Escrow Agent and credited to the Seller as provided herein.

Buyer’s Due Diligence. Buyer shall be allowed to conduct the following due diligence prior to purchasing the REIT UnitsProperty: (a) BuyerXxxxx’s review of title to the Real Property as shown on the Company’s an existing preliminary title policy report (the “Title PolicyReport”) issued by from the corresponding title company (the “Title Company”) , copies of all underlying title exceptions shown in the Title Report and an existing as-built survey showing the location of all improvements and recorded easements on the Real Property as of the date such survey was prepared (the “Survey”). The Title Policy and the Survey shall be , all of which have been delivered by Seller with the other Due Diligence Items Items. Within seven (as hereinafter defined). Buyer has caused 7) business days after the later of (i) Xxxxx’s receipt of the Title Company to issue a commitment for an owner’s title insurance policy (Report, the “Title Report”) last of the underlying documents and ordered an updated the Survey (the Title Policy, Title Report and Survey being collectively referred to as the “Title Documents”). By its execution hereof, and (ii) the Agreement Date, Buyer has approved may approve or disapprove (in its sole and absolute discretion) the Title Documents for the Real Property. All items disclosed in the Title Documents are herein referred to as “Permitted Exceptions”. At any time prior to Closing, Buyer may update the Title Report. If such updated Title Report discloses any matter that was not disclosed in either the Title Policy or original Title Report, Buyer may deliver a Property by delivering written notice to Seller (“Buyer’s Title Notice”) specifying each such new title defect or matter for which Buyer is requesting a cure by Seller (“Title Defect”) and each Title Company requirement (“Title Requirement”) which Xxxxx is requesting Seller to satisfy in order for the Title Policy to be issued for the Property at Closing. Buyer may obtain an updated Survey (the “Updated Survey”), and in the event the Updated Survey discloses a title defect or matter that was not disclosed by the Survey, Buyer may deliver an amended Buyer’s Title Notice (“Amended Buyer’s Title Notice”), which shall include a copy of the Updated Survey, to Seller specifying each additional Title Defect and/or Title Requirement which Buyer is requesting Seller to satisfy in order for a title policy the Title Policy to be issued for the Real Property at Closing; provided, howeverprovided such Xxxxxxx Xxxxx’s Title Notice is delivered to Seller on or before the earlier of (i) the date five (5) business days after Xxxxx’s receipt of the Updated Survey, and (ii) December 26, 2006. Buyer’s failure to deliver Xxxxx’s Title Notice or Amended Buyer’s Title Notice to Seller within the time periods specified above shall be a conclusive presumption that Buyer acknowledges that it may not object to any Permitted Exceptionhas approved the Title Documents and the Updated Survey, if any, and this Agreement shall remain in full force and effect. Within two five (25) business days after receiving Xxxxx’s Title Notice or Amended Buyer’s Title Notice, but in the case of the Amended Buyer’s Title Notice, if any, no later than December 29, 2006, Seller shall deliver to Buyer written notice (“Seller’s Title Notice”) of those Title Defects which Seller covenants and agrees to either eliminate or cure to Buyer’s satisfaction by the Closing Date and those Title Requirements which Seller agrees to satisfy by the Closing Date; provided, however, Seller may cure at its own and sole discretion, but under no circumstances will have any obligation to cure any Title Defect or satisfy any Title Requirement set forth in Buyer’s Title Notice. Seller’s failure to deliver Seller’s Title Notice to Buyer within the time period specified above shall be deemed to constitute Seller’s election not to eliminate or cure any such Title Defect or to satisfy any such Title Requirements. If Seller elects (or is deemed to have elected) not to eliminate or cure any Title Defects or to not satisfy any Title Requirements excepting any Permitted ExceptionsRequirements, the Buyer shall have the right, by written notice delivered to Seller on or before (i) the date five (5) business days after receipt of the applicable Seller’s Title Notice, (ii) the date five (5) business days after the expiration of the time period during which Seller is entitled to deliver (x) Seller’s Title Notice and (y) in the case of where Xxxxxx has received an Amended Buyer’s Title Notice, an additional Seller’s Title Notice, and (iii) the Approval Date, whichever occurs first, to either (i) waive its prior notice as to the Title Defects which Seller has elected not to cure and those Title Requirements which Seller has elected not to satisfy, or (ii) terminate this Agreement as provided later in this section. Buyer’s failure to deliver any written notice within on or before such period date shall be a conclusive presumption that Buyer has approved the Title Documents and the Updated Survey, if any, and this Agreement shall remain in full force and effect. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to satisfy, release and remove on or before the loan evidenced by Closing Date at Seller’s expense: (ai) that certain Deed any mortgages, deeds of Trust dated December 22, 2006 and recorded in Liber 10434, folio 331 by Columbia Gateway Associates, LLC trust or deeds to Xxxxx Xxxxxx Xxxx, trustee for secure debt encumbering the benefit of JPMorgan Chase Bank, N.A., as modified by that certain instrument dated February 28, 2007 and recorded in Liber 10589, folio 218, as further modified by that certain instrument dated April 30, 2007 and recorded in Liber 10672, folio 077, as further modified by that certain instrument dated August 31, 2007 and recorded in Liber 10873, folio 317, as further modified by that instrument dated March 11, 2010 and recorded in Liber 12355, folio 188 and further modified by that certain Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing and Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 recorded in Liber 12702, folio 455; (b) Assignment of Lessor’s Interest in Leases and Rents dated August 31, 2007 and recorded in Liber 10873, folio 344 as modified by instrument dated March 11, 2010 and recorded in Liber 12355, folio 188, as further modified by Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing and of Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 and recorded in Liber 12702, folio 455; Property and (cii) that UCC financing statement from Franklin Centerany mechanics or materialmen’s liens, LLC judgment liens or tax liens for delinquent taxes or those currently due and payable, in all cases encumbering the Property, other than those caused by Buyer or any tenant (with respect to JPMorgan Chase Bank, N.A. dated September 21, 2010 and recorded its leasehold interest in Liber 12702, folio 465 (collectively the “Existing Loan Documents”) shall be paid in full at Closing and the Existing Loan Documents shall not be included as exceptions to the marked title commitment or title pro forma to be delivered by the Escrow Agent at ClosingProperty). (b) Buyer’s review of the Leases and the Service Contracts affecting the Real Property and Improvements. (c) Buyer’s review of insurance certificates for Seller’s liability and casualty policies covering the Property. (d) Buyer’s review of the statements of income or operations for the years ended December 31, 2009 and 2010, each prepared in the normal course of business of the Company (the “Company Financial Statements”) and the general ledger of the REIT (as of the Delivery Date covering the past twenty-four (24) months) and those certain REIT Compliance Statements prepared in the ordinary course of the REIT’s business by Deloitte & Touche for the first quarter of 2011, the first through fourth quarters of 2010 and the fourth quarter of 2009 (collectively the “REIT Financial Statements”); (e) To the extent available, BuyerXxxxx’s review of the operating statements of the Borrower Property only for the previous two (2) calendar years as well as the current calendar year-to-date, provided same are available and in Seller’s actual possession. (c) Xxxxx’s review of copies of any tenant leases, and any amendments and modifications thereto, and tenant files which are currently in the possession of Seller or Seller’s property manager, any outstanding written lease proposals and Xxxxx’s interview of the tenants at the Property, provided that a representative of Seller shall be present during any such interviews. (x) Xxxxx’s review of copies of any site plans and building drawings and specifications currently in the possession of the Seller. (e) Buyer’s review of copies of any management, leasing, maintenance and service agreements currently in force (the “Service Contracts”) and in the possession of the Seller. Buyer shall provide written notice to Seller no less than three (3) business days prior to the Approval Date of those agreements Buyer wishes to assume. In the absence of such notice, Seller shall terminate all agreements at no cost to Buyer, but in any event shall terminate the management agreement and all leasing agreements. (f) BuyerXxxxx’s review of certain environmental reports prepared for Seller and Company and currently in Seller’s Possession (the possession or control of Seller as defined below) and described in set forth on Exhibit B hereto. K. Seller is providing such reports to Buyer for informational purposes only and Buyer shall not rely on such reports in determining whether to purchase the REIT UnitsProperty. In the event the transaction contemplated herein does not close for any reason whatsoever, Buyer Xxxxx shall immediately return the reports to Seller. (g) Buyer’s review of (A) the REIT Agreement and the certificate of formation for the REIT, together with any and all other agreements, instruments and documents that constitute the REIT; (B) the limited liability company agreement of the Company and the certificate of formation of the Company and any other documents constitute the Company, (C) the limited liability company agreement of the Borrower and the certificate of formation of the Borrower and any other documents constituting the Borrower, and (D) the reports scheduled on Exhibit Q (collectively, the “Books and Records”). (h) Buyer’s review of the REIT, Company and Borrower information as set forth on Exhibit P attached hereto. The items referred to above in subsections 4(a)-(hsubparagraphs 4(a)-(f) and any other items provided by Seller to Buyer before or after the Delivery Date (as hereinafter defined), shall be collectively referred to as the “Due Diligence Items”. .” Seller has provided the Due Diligence Items set forth above as well as those additional items listed on Exhibit L, and Buyer hereby acknowledges receipt thereof as of the Agreement Date (the “Delivery Date”). The Due Diligence Items contain confidential materialNovember 15, data and information and by accepting delivery of same the Buyer hereby acknowledges that the Due Diligence Items will be relied upon at the Buyer’s own risk and further that as provided herein below will be kept confidential at all times by Buyer and its agents, employees and representatives (collectively the “Representatives”, except as to any Due Diligence Items that are available publicly or otherwise constitute public records (including, without limitation, the Certificate of Formation for the REIT and the Certificate of Limited Partnership for the Company). The confidentiality requirement set forth in this Section is referred to herein as the “Confidentiality Requirement” and those items subject to the Confidentiality Requirement are referred to herein as the “Confidential Items.” The Confidential Items will be kept confidential and shall not, without Seller’s prior written consent (which consent shall be granted or denied in Seller’s sole discretion), be disclosed by the Buyer, or by its Representatives. If such consent is granted, the Confidential Items shall not be disclosed prior to Seller’s receipt of an Acknowledgment and Disclaimer Agreement as attached hereto as Exhibit I from the (a) individual, (b) corporation, limited partnership, general partnership, limited liability company, trust, or other business entity of any kind or nature, and/or (c) any governmental body or entity of any kind or nature (each, a “Person”) to whom the Confidential Items are being disclosed. Moreover, the Buyer agrees to reveal the Confidential Items only to those of its Representatives who need to know the Confidential Items and who are informed by the Buyer of the confidential nature of the Confidential Items. The Buyer or its Representatives will not volunteer or disclose in any way to any Person (except to other Representatives) (i) the fact that the Confidential Items have been made available, (ii) any of the Confidential Items or any summaries or notes thereof, or (iii) any of the terms, conditions or other facts with respect to the Agreement except as otherwise provided herein. Buyer hereby releases and discharges any and all claims it may have against Seller or its Representatives arising out of the delivery of the Due Diligence Items to Buyer or any inaccuracy of the Due Diligence Items. Further, Buyer hereby agrees to indemnify and hold Seller harmless from any and all claims arising out of Buyer’s breach of the Confidentiality Requirement. Buyer agrees that if it or its Representatives commit a breach of any of the provisions of this Confidentiality Requirement, Seller shall have the right and remedy to institute proceedings to obtain immediate injunctive relief for any breach or threatened breach hereof, it being hereby acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Seller and its affiliates and that money damages will not provide an adequate remedy to Seller and its affiliates. This stipulation with respect to damages incurred by Seller upon a breach of this Confidentiality Requirement by Buyer shall be limited to use in an action for injunctive relief. Further, nothing herein shall be construed to limit any other remedy available to Seller2006. (ig) BuyerXxxxx’s review of the physical and environmental characteristics and condition of the Commercial Property. Subject to the terms of the Leases, Seller agrees to provide Buyer access to the Commercial Property during normal business hours following the Agreement Date for the purpose of performing, at BuyerXxxxx’s sole cost and expense, non-invasive studies, physical inspections, investigations and tests on the Commercial Property (the “Tests”) provided that no such Tests shall be conducted without at least two (2) business days prior written notice to Seller and Seller’s prior approval of such Tests, which approval shall not be unreasonably withheld. Seller’s execution of this Agreement shall constitute its consent to a non-invasive Phase I environmental site assessment being performed on the Commercial Property. Notwithstanding anything to the contrary contained herein, all All forms of invasive Tests are prohibited without Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole discretion. Invasive Tests hereunder include, but are not limited to any tests or testing beyond a Phase I environmental site assessment, such as collecting or testing asbestos, water, radon, soil or air samples. Buyer’s access is further conditioned on Buyer providing Seller with certificates of insurance from Buyer’s contractors listing Seller as an additional insured on all insurance policies evidencing that those Buyer’s agents or contractors performing said the Tests on site have insurance in types and amounts satisfactory to Seller as determined by Seller in its reasonable discretion as more specifically set forth on Exhibit J attached hereto and hereby made a part hereof. Notwithstanding the foregoing, only Xxxxx’s environmental consultants shall be required to provide Seller with certificates of insurance listing Seller as an additional insured with respect to the Professional Liability coverages set forth on Exhibit J. Buyer shall be required to conduct such Tests in a manner as to not to unreasonably disturb or interfere with the current use of the Commercial Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Commercial Property to the condition it was in immediately prior to such Tests, including, but not limited to the immediate removal of anything placed on the Commercial Property in connection with such Tests. Copies of any reports, letters or other written information generated as a result of such Tests, Tests shall be provided to Seller if the sale contemplated by this Agreement does not close for any reason. Seller acknowledges that such reports shall not be certified to Seller and that Buyer will make no representation or warranty with respect to the truth or accuracy of such reports. BUYER SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY SATISFACTORY TO SELLER), PROTECT, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST, DAMAGE (OTHER THAN A CONSEQUENTIAL DAMAGE), OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) WHICH SELLER MAY SUSTAIN OR INCUR BY REASON OF OR IN CONNECTION WITH ANY TESTS MADE BY BUYER OR BUYER’S AGENTS OR CONTRACTORS RELATING TO OR IN CONNECTION WITH THE PROPERTY, OR ENTRIES MADE BY BUYER OR ITS REPRESENTATIVES AGENTS OR CONTRACTORS ONTO THE COMMERCIAL PROPERTY. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENTNotwithstanding any provision to the contrary in this Agreement, THE INDEMNITY OBLIGATIONS OF BUYER UNDER THIS AGREEMENT SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT OR ANY TRANSFER PURSUANT TO THIS AGREEMENT. BUYER IS NOT OBLIGATED TO INDEMNIFY SELLER FOR ANY LOSS, COST, DAMAGE OR EXPENSE ASSOCIATED WITH THE MERE DISCOVERY OF PRE-EXISTING CONDITIONS AT THE REAL PROPERTYthe indemnity obligations of Buyer under this Agreement shall survive any termination of this Agreement or the delivery of the deed and the transfer of title pursuant to this Agreement. If on or before 5:00 p.m. Central Time on the date hereof December 29, 2006 (the “Approval Date”), Buyer Xxxxx disapproves any the purchase of the Due Diligence Items or the physical and environmental condition of the Property, at Buyer’s sole and absolute discretion, Property for whatever reason by providing Seller with written noticenotice of such disapproval, this Agreement shall terminate without any liability on the part of either party, except for Buyer’s indemnity obligations set forth in Section paragraph 4 above. In the event of such termination termination, the Deposit, less any costs incurred by Seller for the updated Survey and/or the Title Report (which amounts shall be credited to Seller) Deposit shall be returned to Buyer. Buyer shall return to Seller all Due Diligence Items and any copies of same or certify that it has destroyed the same. If by 5:00 p.m. Central Time on the Approval Date Buyer approves the Due Diligence Items and the physical and environmental condition purchase of the Property Property, subject to the remaining terms of this Agreement, by providing Seller with written notice, then this Agreement shall remain in full force and effect effect, Buyer shall deposit the Additional Deposit as set forth in paragraph 2(b) above, and the Deposit shall be held by the Escrow Agent Title Company and credited to Seller as provided herein. If by 5:00 p.m. Central Time on the Approval Date Buyer does not waive fails to deliver any written notice, either approving or deem satisfied in writing disapproving of the Due Diligence Items and the physical and environmental condition purchase of the Property, there shall be a conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition purchase of the Property, subject to the remaining terms of this Agreement, this Agreement shall remain in full force and effect, Buyer shall deposit the Additional Deposit as set forth in paragraph 2(b) above, and the Deposit shall be held by the Escrow Agent Title Company and credited to the Seller as provided herein.

Buyer’s Due Diligence. Buyer shall be allowed to conduct the following due diligence prior to purchasing the REIT UnitsProperty: (a) Buyer’s review of title to the Real Property as shown on a Commitment for Title Insurance (File No. NCS-987288-CHI2) with a Commitment Date of November 5, 2021, issued by the Company’s existing title policy Title Company (the “Existing Title Policy”) issued by the corresponding title company (the “Title CompanyReport”) and an existing asALTA/NSPS Land Title Survey dated October 21, 2021, prepared by Professional Associated Survey, Inc. (Order No. 15-built survey showing the location of all improvements and recorded easements on the Real Property as of the date such survey was prepared 89346) (the “Existing Survey”), each of which Buyer acknowledges it has received prior to the Agreement Date. The Title Policy Buyer, at Buyer’s sole cost and the Survey shall be delivered by Seller with the other Due Diligence Items (as hereinafter defined). Buyer has caused the Title Company to issue a commitment for expense, may order an owner’s updated title insurance policy report (the “Updated Title Report”) and ordered an updated Survey survey (the “Updated Survey”), copies of each shall be provided to Seller at the same time they are delivered to Buyer by the Title Policy, Company and surveyor respectively. The Existing Title Report and Updated Title Report, if any, are hereinafter collectively referred to as the “Title Report” and the Existing Survey being and Updated Survey, if any, are hereinafter collectively referred to as the “Survey”; the Title Report and the Survey are hereinafter collectively referred to as the “Title Documents”.” On or before the date that is five (5) Business Days prior to the Approval Date (as hereinafter defined). By its execution hereof, Buyer has approved may approve or disapprove (in its sole and absolute discretion) the Title Documents for the Real Property. All items disclosed in the Title Documents are herein referred to as “Permitted Exceptions”. At any time prior to Closing, Buyer may update the Title Report. If such updated Title Report discloses any matter that was not disclosed in either the Title Policy or original Title Report, Buyer may deliver a by delivering written notice to Seller (“Buyer’s Title Notice”) specifying each such new title defect or matter for which Buyer is requesting a cure by Seller (each, a “Title Defect”) and each Title Company requirement (each, a “Title Requirement”) which that Buyer is requesting Seller to satisfy in order for a title policy the Title Policy to be issued for the Real Property at Closing; provided. Buyer’s failure to deliver the Buyer’s Title Notice to Seller within the time period specified above shall be a conclusive presumption that Buyer has approved the Title Documents, however, Buyer acknowledges that it may not object to any Permitted Exceptionand this Agreement shall remain in full force and effect. Within two three (23) business days Business Days after receiving Buyer’s Title Notice, Seller shall deliver to Buyer written notice (“Seller’s Title Notice”) of those Title Defects which that Seller covenants and agrees to either eliminate or cure to Buyer’s satisfaction by the Closing Date and those Title Requirements which Seller agrees to satisfy by the Closing Date; provided, however, Seller may cure at its own and sole discretion, but under no circumstances will have any obligation to cure any Title Defect or satisfy any Title Requirement set forth in Buyer’s Title Notice. Seller’s failure to deliver Seller’s Title Notice to Buyer within the time period specified above shall be deemed to constitute Seller’s election not to eliminate or cure any such Title Defect or to satisfy any such Title Requirements. If Seller elects (or is deemed to have elected) not to eliminate or cure any Title Defects or not to not satisfy any Title Requirements excepting any Permitted ExceptionsRequirements, then Buyer shall have the right, by written notice delivered to Seller (i) within two (2) Business Days after receipt of Seller’s Title Notice, (ii) within two (2) Business Days after the expiration of the time period during which Seller is entitled to deliver Seller’s Title Notice, or (iii) on or before the Approval Date, whichever occurs first, either to either (i) waive its prior notice as to the Title Defects which that Seller has elected not to cure and those Title Requirements which Seller has elected not to satisfy, or (ii) terminate this Agreement as provided later in by delivering written notice to Seller, at which time the Initial Deposit shall be returned to Buyer and thereupon neither party shall have any further obligations under this sectionAgreement, except that either party shall have the right to enforce the Surviving Obligations. Buyer’s failure If Buyer fails to deliver any such written notice within such period two (2) Business Day period, Buyer shall be a conclusive presumption deemed to have (i) waived its prior notice as to the Title Defects that Buyer Seller has elected not to cure and those Title Requirements which Seller has elected not to satisfy and (ii) approved the Title Documents Documents, and this Agreement shall remain in full force and effect. If Seller elects to eliminate or cure any Title Defects or to satisfy any Title Requirements, then Seller will be allowed until the Closing Date to cure such Title Defects or satisfy such Title Requirements, and should Seller fail to do so then on or before Closing Buyer shall have the right to terminate this Agreement by delivering written notice to Seller, at which time the Deposit shall be returned to Buyer and thereupon neither party shall have any further obligations under this Agreement, except that either party shall have the right to enforce the Surviving Obligations. Notwithstanding anything contained herein to the contrary contained hereincontrary, the loan evidenced by (a) that certain Deed of Trust dated December 22, 2006 and recorded in Liber 10434, folio 331 by Columbia Gateway Associates, LLC to Xxxxx Xxxxxx Xxxx, trustee for the benefit of JPMorgan Chase Bank, N.A., as modified by that certain instrument dated February 28, 2007 and recorded in Liber 10589, folio 218, as further modified by that certain instrument dated April 30, 2007 and recorded in Liber 10672, folio 077, as further modified by that certain instrument dated August 31, 2007 and recorded in Liber 10873, folio 317, as further modified by that instrument dated March 11, 2010 and recorded in Liber 12355, folio 188 and further modified by that certain Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing and Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 recorded in Liber 12702, folio 455; (b) Assignment of Lessor’s Interest in Leases and Rents dated August 31, 2007 and recorded in Liber 10873, folio 344 as modified by instrument dated March 11, 2010 and recorded in Liber 12355, folio 188, as further modified by Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing and of Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 and recorded in Liber 12702, folio 455; and (c) that UCC financing statement from Franklin Center, LLC to JPMorgan Chase Bank, N.A. dated September 21, 2010 and recorded in Liber 12702, folio 465 (collectively the “Existing Loan Documents”) Seller shall be paid in full obligated to remove (or cause the Title Company to affirmatively insure over) at Closing and the Existing Loan Documents shall not be included as exceptions to the marked title commitment or title pro forma to be delivered by the Escrow Agent at Closing. (b) Buyer’s review of the Leases and the Service Contracts affecting the Real Property and Improvements. (c) Buyer’s review of insurance certificates for Seller’s liability and casualty policies covering the Property. (d) Buyer’s review of the statements of income or operations for the years ended December 31, 2009 and 2010, each prepared in the normal course of business of the Company (the “Company Financial Statements”) and the general ledger of the REIT (as of the Delivery Date covering the past twenty-four (24) months) and those certain REIT Compliance Statements prepared in the ordinary course of the REIT’s business by Deloitte & Touche for the first quarter of 2011, the first through fourth quarters of 2010 and the fourth quarter of 2009 (collectively the “REIT Financial Statements”); (e) To the extent available, Buyer’s review of the operating statements of the Borrower for the previous two (2) calendar years as well as the current calendar year-to-date. (f) Buyer’s review of certain environmental reports prepared for Seller and Company and currently in Seller’s Possession (as defined below) and described in Exhibit B hereto. Seller is providing such reports to Buyer for informational purposes only and Buyer shall not rely on such reports in determining whether to purchase the REIT Units. In the event the transaction contemplated herein does not close for any reason whatsoever, Buyer shall immediately return the reports to Seller. (g) Buyer’s review of (A) the REIT Agreement and the certificate of formation for the REIT, together with any and all other agreements, instruments and documents that constitute the REIT; (B) the limited liability company agreement of the Company and the certificate of formation of the Company and any other documents constitute the Company, (C) the limited liability company agreement of the Borrower and the certificate of formation of the Borrower and any other documents constituting the Borrower, and (D) the reports scheduled on Exhibit Q expense (collectively, the “Books and Records”). (h) Buyer’s review of the REIT, Company and Borrower information as set forth on Exhibit P attached hereto. The items referred to above in subsections 4(a)-(h) and any other items provided by Seller to Buyer before or after the Delivery Date (as hereinafter defined), shall be collectively referred to as the “Due Diligence Mandatory Cure Items”. Seller has provided the Due Diligence Items set forth above and Buyer hereby acknowledges receipt thereof as of the Agreement Date (the “Delivery Date”). The Due Diligence Items contain confidential material, data and information and by accepting delivery of same the Buyer hereby acknowledges that the Due Diligence Items will be relied upon at the Buyer’s own risk and further that as provided herein below will be kept confidential at all times by Buyer and its agents, employees and representatives (collectively the “Representatives”, except as to any Due Diligence Items that are available publicly or otherwise constitute public records (including, without limitation, the Certificate of Formation for the REIT and the Certificate of Limited Partnership for the Company). The confidentiality requirement set forth in this Section is referred to herein as the “Confidentiality Requirement” and those items subject to the Confidentiality Requirement are referred to herein as the “Confidential Items.” The Confidential Items will be kept confidential and shall not, without Seller’s prior written consent (which consent shall be granted or denied in Seller’s sole discretion), be disclosed by the Buyer, or by its Representatives. If such consent is granted, the Confidential Items shall not be disclosed prior to Seller’s receipt of an Acknowledgment and Disclaimer Agreement as attached hereto as Exhibit I from the ): (a) individual, any mortgages or deeds to secure debt (including associated assignment of rents and UCC financing statements recorded on the land records) securing any financing obtained by or on behalf of Seller; (b) corporation, limited partnership, general partnership, limited liability company, trust, any mechanics or other business entity materialmen’s liens for work done by or on behalf of any kind Seller or nature, and/or consented to by Seller; (c) any governmental body liens for delinquent real estate taxes or entity of any kind or nature assessments; (each, a “Person”) to whom the Confidential Items are being disclosed. Moreover, the Buyer agrees to reveal the Confidential Items only to those of its Representatives who need to know the Confidential Items and who are informed by the Buyer of the confidential nature of the Confidential Items. The Buyer or its Representatives will not volunteer or disclose in any way to any Person (except to other Representatives) (i) the fact that the Confidential Items have been made available, (iid) any of the Confidential Items or any summaries or notes thereof, or judgment liens against Seller; and (iiie) any of the terms, conditions or other facts with respect to the Agreement except as otherwise provided herein. Buyer hereby releases and discharges any and all claims it may have monetary liens against Seller or its Representatives arising out of the delivery of the Due Diligence Items to Buyer or any inaccuracy of the Due Diligence Items. Further, Buyer hereby agrees to indemnify and hold Seller harmless from any and all claims arising out of Buyer’s breach of the Confidentiality Requirement. Buyer agrees that if it or its Representatives commit a breach of any of the provisions of this Confidentiality Requirement, Seller shall have the right and remedy to institute proceedings to obtain immediate injunctive relief for any breach or threatened breach hereof, it being hereby acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Seller and its affiliates and that money damages will not provide an adequate remedy to Seller and its affiliates. This stipulation with respect to damages incurred by Seller upon a breach of this Confidentiality Requirement by Buyer shall be limited to use in an action for injunctive relief. Further, nothing herein shall be construed to limit any other remedy available to Seller. (i) Buyer’s review of the physical and environmental characteristics and condition of the Commercial Property. Subject to the terms of the Leases, Seller agrees to provide Buyer access to the Commercial Property during normal business hours following the Agreement Date for the purpose of performing, at Buyer’s sole cost and expense, non-invasive studies, physical inspections, investigations and tests on the Commercial Real Property (the “Tests”) provided that no Tests shall be conducted without at least two (2) business days prior written notice to Seller and Seller’s prior approval of such Tests, which approval shall not be unreasonably withheld. Seller’s execution of this Agreement shall constitute its consent obligated to a non-invasive Phase I environmental site assessment being performed on the Commercial Property. Notwithstanding anything to the contrary contained herein, all forms of invasive Tests are prohibited without Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole discretion. Invasive Tests hereunder include, but are not limited to any tests or testing beyond a Phase I environmental site assessment, such as collecting or testing asbestos, water, radon, soil or air samples. Buyer’s access is further conditioned on Buyer providing Seller with certificates of insurance listing Seller as an additional insured on all insurance policies evidencing that Buyer’s agents or contractors performing said Tests have insurance in types and amounts satisfactory to Seller as determined by Seller in its reasonable discretion as expend more specifically set forth on Exhibit J attached hereto and hereby made a part hereof. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use of the Commercial Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Commercial Property to the condition it was in immediately prior to such Tests, including, but not limited to the immediate removal of anything placed on the Commercial Property than $50,000.00 in connection with such Tests. Copies of any 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. BUYER SHALL INDEMNIFY, DEFEND clause (WITH COUNSEL REASONABLY SATISFACTORY TO SELLERe), PROTECT, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST, DAMAGE, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) WHICH SELLER MAY SUSTAIN OR INCUR BY REASON OF OR IN CONNECTION WITH ANY TESTS MADE BY BUYER OR BUYER’S AGENTS OR CONTRACTORS RELATING TO OR IN CONNECTION WITH THE PROPERTY, OR ENTRIES BY BUYER OR ITS REPRESENTATIVES OR CONTRACTORS ONTO THE COMMERCIAL PROPERTY. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT, THE INDEMNITY OBLIGATIONS OF BUYER UNDER THIS AGREEMENT SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT OR ANY TRANSFER PURSUANT TO THIS AGREEMENT. BUYER IS NOT OBLIGATED TO INDEMNIFY SELLER FOR ANY LOSS, COST, DAMAGE OR EXPENSE ASSOCIATED WITH THE MERE DISCOVERY OF PRE-EXISTING CONDITIONS AT THE REAL PROPERTY. If on or before 5:00 p.m. Central Time on the date hereof (the “Approval Date”), Buyer disapproves any of the Due Diligence Items or the physical and environmental condition of the Property, at Buyer’s sole and absolute discretion, by providing Seller with written notice, this Agreement shall terminate without any liability on the part of either party, except for Buyer’s indemnity obligations set forth in Section 4 above. In the event of such termination the Deposit, less any costs incurred by Seller for the updated Survey and/or the Title Report (which amounts shall be credited to Seller) shall be returned to Buyer. If by 5:00 p.m. Central Time on the Approval Date Buyer approves the Due Diligence Items and the physical and environmental condition of the Property by providing Seller with written notice, then this Agreement shall remain in full force and effect and the Deposit shall be held by the Escrow Agent and credited to Seller as provided herein. If by 5:00 p.m. Central Time on the Approval Date Buyer does not waive or deem satisfied in writing the Due Diligence Items and the physical and environmental condition of the Property, there shall be a conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition of the Property, this Agreement shall remain in full force and effect, and the Deposit shall be held by the Escrow Agent and credited to the Seller as provided herein.

Buyer’s Due Diligence. Buyer Except for on-site due diligence visits, which shall be allowed to conduct commenced following the following due diligence execution of this Agreement, and completed by Buyer not later than five (5) business days prior to purchasing the REIT Units: (a) Buyer’s review Closing Date, as of title the Date of this Agreement, the Buyer has received full access to all properties, books and records of the Business and the Buyer has had a full opportunity to investigate the condition of the Business and the Assets, including but not limited to the Real Property as shown on Inspection Reports. The Buyer has provided to the Company’s existing title policy (the “Title Policy”) issued by the corresponding title company (the “Title Company”) Seller a complete and an existing as-built survey showing the location correct copy of all improvements and recorded easements on the Real Property Inspection Reports received as of the date such survey was prepared (hereof. Any fact, matter, condition, deficiency, encumbrance, or encroachment reflected or referenced in an Inspection Report is hereby deemed accepted by the “Survey”). The Title Policy Buyer and the Survey shall be delivered by Seller with the Buyer waives any claim to indemnification or any other Due Diligence Items (as hereinafter defined). Buyer has caused the Title Company to issue a commitment for an owner’s title insurance policy (the “Title Report”) and ordered an updated Survey (the Title Policy, Title Report and Survey being collectively referred to as the “Title Documents”). By its execution hereof, Buyer has approved the Title Documents for the Real Property. All items disclosed in the Title Documents are herein referred to as “Permitted Exceptions”. At any time prior to Closing, Buyer may update the Title Report. If such updated Title Report discloses any matter that was not disclosed in either the Title Policy or original Title Report, Buyer may deliver a written notice (“Buyer’s Title Notice”) specifying each such new title defect or matter for which Buyer is requesting a cure by Seller (“Title Defect”) and each Title Company requirement (“Title Requirement”) which Buyer is requesting Seller to satisfy in order for a title policy to be issued for the Real Property at Closing; provided, however, Buyer acknowledges remedy that it may not object to any Permitted Exceptionhave related thereto against the Seller. Within two (2) business days after receiving The parties acknowledge that Buyer’s Title Notice, Seller shall deliver to Buyer written notice (“Seller’s Title Notice”) of those Title Defects which Seller covenants and agrees to either eliminate or cure to Buyer’s satisfaction by the Closing Date and those Title Requirements which Seller agrees to satisfy by the Closing Date; provided, however, Seller may cure at its own sole cost and sole discretionexpense, but under no circumstances will have any obligation to cure any Title Defect or satisfy any Title Requirement set forth in Buyer’s Title Notice. Seller’s failure to deliver Seller’s Title Notice to Buyer within as soon as reasonably practicable following the time period specified above shall be deemed to constitute Seller’s election not to eliminate or cure any such Title Defect or to satisfy any such Title Requirements. If Seller elects (or is deemed to have elected) not to eliminate or cure any Title Defects or to not satisfy any Title Requirements excepting any Permitted Exceptions, Buyer shall have the right, by written notice delivered to Seller on or before the Approval Date, to either (i) waive its prior notice as to the Title Defects which Seller has elected not to cure and those Title Requirements which Seller has elected not to satisfy, or (ii) terminate this Agreement as provided later in this section. Buyer’s failure to deliver any written notice within such period shall be a conclusive presumption that Buyer has approved the Title Documents and this Agreement shall remain in full force and effect. Notwithstanding anything to the contrary contained herein, the loan evidenced by (a) that certain Deed of Trust dated December 22, 2006 and recorded in Liber 10434, folio 331 by Columbia Gateway Associates, LLC to Xxxxx Xxxxxx Xxxx, trustee execution hereof arrange for the benefit of JPMorgan Chase Bank, N.A., as modified by that certain instrument dated February 28, 2007 and recorded in Liber 10589, folio 218, as further modified by that certain instrument dated April 30, 2007 and recorded in Liber 10672, folio 077, as further modified by that certain instrument dated August 31, 2007 and recorded in Liber 10873, folio 317, as further modified by that instrument dated March 11, 2010 and recorded in Liber 12355, folio 188 and further modified by that certain Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing and Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 recorded in Liber 12702, folio 455; (b) Assignment of Lessor’s Interest in Leases and Rents dated August 31, 2007 and recorded in Liber 10873, folio 344 as modified by instrument dated March 11, 2010 and recorded in Liber 12355, folio 188, as further modified by Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing and of Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 and recorded in Liber 12702, folio 455; and (c) that UCC financing statement from Franklin Center, LLC to JPMorgan Chase Bank, N.A. dated September 21, 2010 and recorded in Liber 12702, folio 465 (collectively the “Existing Loan Documents”) shall be paid in full at Closing and the Existing Loan Documents shall not be included as exceptions to the marked title commitment or title pro forma to be delivered by the Escrow Agent at Closing. (b) Buyer’s review inspections of the Leases and the Service Contracts affecting the Real Property and Improvements. (c) Buyer’s review of insurance certificates for Seller’s liability and casualty policies covering the Property. (d) Buyer’s review various improvements at each of the statements of income or operations for the years ended December 31, 2009 and 2010, each prepared in the normal course of business of the Company (the “Company Financial Statements”) and the general ledger of the REIT (as of the Delivery Date covering the past twenty-four (24) months) and those certain REIT Compliance Statements prepared in the ordinary course of the REIT’s business by Deloitte & Touche for the first quarter of 2011, the first through fourth quarters of 2010 and the fourth quarter of 2009 (collectively the “REIT Financial Statements”); (e) To the extent available, Buyer’s review of the operating statements of the Borrower for the previous two (2) calendar years as well as the current calendar year-to-date. (f) Buyer’s review of certain environmental reports prepared for Seller and Company and currently in Seller’s Possession (as defined below) and described in Exhibit B hereto. Seller is providing such reports to Buyer for informational purposes only and Buyer shall not rely on such reports in determining whether to purchase the REIT Units. In the event the transaction contemplated herein does not close for any reason whatsoever, Buyer shall immediately return the reports to Seller. (g) Buyer’s review of (A) the REIT Agreement and the certificate of formation for the REIT, together with any and all other agreements, instruments and documents that constitute the REIT; (B) the limited liability company agreement of the Company and the certificate of formation of the Company and any other documents constitute the Company, (C) the limited liability company agreement of the Borrower and the certificate of formation of the Borrower and any other documents constituting the Borrower, and (D) the reports scheduled on Exhibit Q (collectively, the “Books and Records”). (h) Buyer’s review of the REIT, Company and Borrower information as locations set forth on Exhibit P attached hereto. The items referred to above in subsections 4(a)-(h) and any other items provided by Seller to Buyer before or after the Delivery Date (as hereinafter defined)A, which inspections shall be collectively referred completed as soon as reasonably practicable but not less than five (5) business days prior to as the “Due Diligence Items”Closing Date. Seller has provided Buyer agrees to accept liability for the Due Diligence Items set forth above and Buyer hereby acknowledges receipt thereof as of the Agreement Date (the “Delivery Date”). The Due Diligence Items contain confidential materialcost to repair, data and information and by accepting delivery of same the Buyer hereby acknowledges that the Due Diligence Items will replace or remediate any fact, matter, condition or deficiency which may be relied upon at found during the Buyer’s own risk and further on-site due diligence visits up to 1% of the Purchase Price, provided that as provided herein below if said cost exceeds 1% of the Purchase Price, then Seller will be kept confidential at all times by Buyer and its agents, employees and representatives (collectively the “Representatives”, except as to any Due Diligence Items that are available publicly or otherwise constitute public records (including, without limitation, the Certificate of Formation liable for the REIT and the Certificate of Limited Partnership for the Company). The confidentiality requirement set forth in this Section is referred to herein as the “Confidentiality Requirement” and those items subject to the Confidentiality Requirement are referred to herein as the “Confidential Items.” The Confidential Items will be kept confidential and shall not, without Seller’s prior written consent (which consent shall be granted or denied in Seller’s sole discretion), be disclosed by the Buyer, or by its Representatives. If such consent is granted, the Confidential Items shall not be disclosed prior to Seller’s receipt of an Acknowledgment and Disclaimer Agreement as attached hereto as Exhibit I from the (a) individual, (b) corporation, limited partnership, general partnership, limited liability company, trust, or other business entity of any kind or nature, and/or (c) any governmental body or entity of any kind or nature (each, a “Person”) to whom the Confidential Items are being disclosed. Moreover, the Buyer agrees to reveal the Confidential Items only to those of its Representatives who need to know the Confidential Items and who are informed by the Buyer next 1% of the confidential nature of the Confidential Items. The Buyer or its Representatives will not volunteer or disclose in any way to any Person (except to other Representatives) (i) the fact Purchase Price, and if said cost is more than that the Confidential Items have been made availableparties agree to negotiate in good faith to reach a resolution and Buyer may terminate this Agreement only in the absence of such resolution. For the avoidance of doubt, (ii) any of the Confidential Items or any summaries or notes thereof, or (iii) any of the terms, conditions or other facts with respect to the Agreement except as otherwise provided herein. Buyer hereby releases and discharges any and all claims it may have against Seller or its Representatives arising out of the delivery of the Due Diligence Items to Buyer or any inaccuracy of the Due Diligence Items. Further, Buyer hereby agrees to indemnify and hold Seller harmless from any and all claims arising out of Buyer’s breach of the Confidentiality Requirement. Buyer agrees that if it or its Representatives commit a breach of any of the provisions of this Confidentiality Requirement, Seller shall have the right and remedy to institute proceedings to obtain immediate injunctive relief for any breach or threatened breach hereof, it being hereby acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Seller and its affiliates and that money damages will not provide an adequate remedy to Seller and its affiliates. This stipulation with respect to damages incurred by Seller upon a breach of this Confidentiality Requirement by Buyer shall be limited to use in an action for injunctive relief. Further, nothing herein shall be construed to limit any other remedy available to Seller. (i) Buyer’s review liability for the first 1% of the physical Purchase Price includes costs associated with the 2,000-gallon underground storage tank (UST) at Sierra View Memorial Park, Crematory & Mortuary, and environmental characteristics and condition (ii) Seller’s liability for the second 1% of the Commercial Property. Subject to Purchase Price does not include the terms of matters described in Section 1.3 (a) and (b) hereof for which the Leases, Seller agrees to provide Buyer access to the Commercial Property during normal business hours following the Agreement Date for the purpose of performing, at Buyer’s sole cost and expense, non-invasive studies, physical inspections, investigations and tests on the Commercial Property (the “Tests”) provided that no Tests shall be conducted without at least two (2) business days prior written notice to Seller and Seller’s prior approval of such Tests, which approval shall not be unreasonably withheld. Seller’s execution of this Agreement shall constitute its consent to a non-invasive Phase I environmental site assessment being performed on the Commercial Property. Notwithstanding anything to the contrary contained herein, all forms of invasive Tests are prohibited without Seller’s prior written consent, which consent may be granted or withheld is separately liable in Seller’s sole discretion. Invasive Tests hereunder include, but are not limited to any tests or testing beyond a Phase I environmental site assessment, such as collecting or testing asbestos, water, radon, soil or air samples. Buyer’s access is further conditioned on Buyer providing Seller with certificates of insurance listing Seller as an additional insured on all insurance policies evidencing that Buyer’s agents or contractors performing said Tests have insurance in types and amounts satisfactory to Seller as determined by Seller in its reasonable discretion as more specifically set forth on Exhibit J attached hereto and hereby made a part hereof. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere accordance with the current use of the Commercial Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Commercial Property to the condition it was in immediately prior to such Tests, including, but not limited to the immediate removal of anything placed on the Commercial Property in connection with such Tests. Copies of any 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. BUYER SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY SATISFACTORY TO SELLER), PROTECT, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST, DAMAGE, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) WHICH SELLER MAY SUSTAIN OR INCUR BY REASON OF OR IN CONNECTION WITH ANY TESTS MADE BY BUYER OR BUYER’S AGENTS OR CONTRACTORS RELATING TO OR IN CONNECTION WITH THE PROPERTY, OR ENTRIES BY BUYER OR ITS REPRESENTATIVES OR CONTRACTORS ONTO THE COMMERCIAL PROPERTY. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT, THE INDEMNITY OBLIGATIONS OF BUYER UNDER THIS AGREEMENT SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT OR ANY TRANSFER PURSUANT TO THIS AGREEMENT. BUYER IS NOT OBLIGATED TO INDEMNIFY SELLER FOR ANY LOSS, COST, DAMAGE OR EXPENSE ASSOCIATED WITH THE MERE DISCOVERY OF PRE-EXISTING CONDITIONS AT THE REAL PROPERTY. If on or before 5:00 p.m. Central Time on the date hereof (the “Approval Date”), Buyer disapproves any of the Due Diligence Items or the physical and environmental condition of the Property, at Buyer’s sole and absolute discretion, by providing Seller with written notice, this Agreement shall terminate without any liability on the part of either party, except for Buyer’s indemnity obligations set forth in Section 4 above. In the event of such termination the Deposit, less any costs incurred by Seller for the updated Survey and/or the Title Report (which amounts shall be credited to Seller) shall be returned to Buyer. If by 5:00 p.m. Central Time on the Approval Date Buyer approves the Due Diligence Items and the physical and environmental condition of the Property by providing Seller with written notice, then this Agreement shall remain in full force and effect and the Deposit shall be held by the Escrow Agent and credited to Seller as provided herein. If by 5:00 p.m. Central Time on the Approval Date Buyer does not waive or deem satisfied in writing the Due Diligence Items and the physical and environmental condition of the Property, there shall be a conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition of the Property, this Agreement shall remain in full force and effect, and the Deposit shall be held by the Escrow Agent and credited to the Seller as provided hereinprovisions thereof.

Buyer’s Due Diligence. Buyer shall be allowed to conduct the --------------------- following due diligence prior to purchasing the REIT UnitsProperty: (a) Buyer’s 's review of title to the Real Property as shown on the Company’s an existing preliminary title policy report (the “"Title Policy”Report") issued by from the corresponding title company (the “Title Company”) Company and an existing as-built survey showing the location of all improvements and recorded easements on the Real Property as of the date such survey was prepared (the “"Survey”"). The Title Policy and the Survey , both of which shall be delivered by Seller with the other Due Diligence Items Items. Within ten (as hereinafter defined). Buyer has caused 10) business days after Buyer's receipt of the Title Company to issue a commitment for an owner’s title insurance policy (the “Title Report”) and ordered an updated Survey (the Title Policy, Title Report and Survey being collectively referred to as (the “"Title Documents”"). By its execution hereof, Buyer has approved may approve or disapprove (in its sole and absolute discretion) the Title Documents for the Real Property. All items disclosed in the Title Documents are herein referred to as “Permitted Exceptions”. At any time prior to Closing, Buyer may update the Title Report. If such updated Title Report discloses any matter that was not disclosed in either the Title Policy or original Title Report, Buyer may deliver a Property by delivering written notice to Seller (“"Buyer’s 's Title Notice”") specifying each such new title defect or matter for which Buyer is requesting a cure by Seller (“"Title Defect”") and each Title Company requirement (“"Title Requirement”") which Buyer is requesting Seller to satisfy in order for a title policy the Title Policy to be issued for the Real Property at Closing; provided, however, . Buyer's failure to deliver Buyer's Title Notice to Seller within the time period specified above shall be a conclusive presumption that Buyer acknowledges that it may not object to any Permitted Exceptionhas approved the Title Documents and this Agreement shall remain in full force and effect. Within two five (25) business days after receiving Buyer’s 's Title Notice, Seller shall deliver to Buyer written notice (“"Seller’s 's Title Notice”") of those Title Defects which Seller covenants and agrees to either eliminate or cure to Buyer’s 's satisfaction by the Closing Date and those Title Requirements which Seller agrees to satisfy by the Closing Date; provided, however, Seller may cure at its own and sole discretion, but under no circumstances will have any obligation to cure any Title Defect or satisfy any Title Requirement set forth in Buyer’s Title Notice. Seller’s 's failure to deliver Seller’s 's Title Notice to Buyer within the time period specified above shall be deemed to constitute Seller’s 's election not to eliminate or cure any such Title Defect or to satisfy any such Title Requirements. If Seller elects (or is deemed to have elected) not to eliminate or cure any Title Defects or to not satisfy any Title Requirements excepting any Permitted ExceptionsRequirements, the Buyer shall have the right, by written notice delivered to Seller on within five (5) business days of Seller's Title Notice or before within five (5) business days after the Approval Dateexpiration of the time period during which Seller is entitled to deliver Seller's Title Notice, whichever occurs first, to either (i) waive its prior notice as to the Title Defects which Seller has elected not to cure and those Title Requirements which Seller has elected not to satisfy, satisfy or (ii) terminate this Agreement as provided later in this section. Buyer’s 's failure to deliver any written notice within such five (5) business day period shall be a conclusive presumption that Buyer has approved the Title Documents and this Agreement shall remain in full force and effect. Notwithstanding anything to the contrary contained herein, the loan evidenced by (a) that certain Deed of Trust dated December 22, 2006 and recorded in Liber 10434, folio 331 by Columbia Gateway Associates, LLC to Xxxxx Xxxxxx Xxxx, trustee for the benefit of JPMorgan Chase Bank, N.A., as modified by that certain instrument dated February 28, 2007 and recorded in Liber 10589, folio 218, as further modified by that certain instrument dated April 30, 2007 and recorded in Liber 10672, folio 077, as further modified by that certain instrument dated August 31, 2007 and recorded in Liber 10873, folio 317, as further modified by that instrument dated March 11, 2010 and recorded in Liber 12355, folio 188 and further modified by that certain Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing and Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 recorded in Liber 12702, folio 455; (b) Assignment of Lessor’s Interest in Leases and Rents dated August 31, 2007 and recorded in Liber 10873, folio 344 as modified by instrument dated March 11, 2010 and recorded in Liber 12355, folio 188, as further modified by Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing and of Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 and recorded in Liber 12702, folio 455; and (c) that UCC financing statement from Franklin Center, LLC to JPMorgan Chase Bank, N.A. dated September 21, 2010 and recorded in Liber 12702, folio 465 (collectively the “Existing Loan Documents”) shall be paid in full at Closing and the Existing Loan Documents shall not be included as exceptions to the marked title commitment or title pro forma to be delivered by the Escrow Agent at Closing. (b) Buyer’s review of the Leases and the Service Contracts affecting the Real Property and Improvements. (c) Buyer’s review of insurance certificates for Seller’s liability and casualty policies covering the Property. (d) Buyer’s review of the statements of income or operations for the years ended December 31, 2009 and 2010, each prepared in the normal course of business of the Company (the “Company Financial Statements”) and the general ledger of the REIT (as of the Delivery Date covering the past twenty-four (24) months) and those certain REIT Compliance Statements prepared in the ordinary course of the REIT’s business by Deloitte & Touche for the first quarter of 2011, the first through fourth quarters of 2010 and the fourth quarter of 2009 (collectively the “REIT Financial Statements”); (e) To the extent available, Buyer’s 's review of the operating statements of the Borrower Property only for the previous two (2) calendar years as well as the current calendar year-to-date, provided same are available and in Seller's actual possession or in possession of the Property Manager. (c) Buyer's review of copies of any tenant leases, and any amendments and modifications thereto, currently in the possession of the Seller or in possession of the Property Manager. (d) Buyer's review of Seller's current rent roll, currently in the possession of Seller or in possession of the Property Manager. (e) Buyer's review of Seller's current real estate tax bills for the property, currently in the possession of Seller or in possession of the Property Manager. (f) Buyer’s 's review of Seller's current utility bills for the most recent twelve (12) month period, currently in the possession of Seller or in possession of the Property Manager. (g) Buyer's review of copies of any site plans and building drawings and specifications currently in the possession of the Seller or in possession of the Property Manager. (h) Buyer's review of copies of any management, maintenance and service agreements currently in force and in the possession of the Seller. Buyer shall provide written notice to Seller no less than three (3) business days prior to the Approval Date of those agreements Buyer wishes to assume. In the absence of such notice, Seller shall terminate all agreements. (i) Buyer's review of certain environmental reports prepared for Seller in the ordinary course of business and Company relied upon by Seller by Xxxxxxxxx & Xxxxxxxxx, Inc. and currently in Seller’s Possession (as defined below) and described in Exhibit B heretodated April 26, 1999. Seller is providing such reports to Buyer for informational purposes only and Buyer shall not rely on such reports in determining whether to purchase the REIT UnitsProperty. In the event the transaction contemplated herein does not close for any reason whatsoever, Buyer shall immediately return the reports to Seller. (g) Buyer’s review of (A) the REIT Agreement and the certificate of formation for the REIT, together with any and all other agreements, instruments and documents that constitute the REIT; (B) the limited liability company agreement of the Company and the certificate of formation of the Company and any other documents constitute the Company, (C) the limited liability company agreement of the Borrower and the certificate of formation of the Borrower and any other documents constituting the Borrower, and (D) the reports scheduled on Exhibit Q (collectively, the “Books and Records”). (h) Buyer’s review of the REIT, Company and Borrower information as set forth on Exhibit P attached hereto. The items referred to above in subsections 4(a)-(hsubparagraphs 4(a)-(i) and any other items provided by Seller to Buyer before or after the Delivery Date (as hereinafter defined), shall be collectively referred to as the “"Due Diligence Items”. ." Seller has provided agrees to provide the Due Diligence Items set forth above and Buyer hereby acknowledges receipt thereof as of the Agreement Date on a date (the “"Delivery Date”). The Due Diligence Items contain confidential material, data and information and by accepting delivery ") which is within five (5) business days of same the Buyer hereby acknowledges that the Due Diligence Items will be relied upon at the Buyer’s own risk and further that as provided herein below will be kept confidential at all times by Buyer and its agents, employees and representatives (collectively the “Representatives”, except as to any Due Diligence Items that are available publicly or otherwise constitute public records (including, without limitation, the Certificate of Formation for the REIT and the Certificate of Limited Partnership for the Company). The confidentiality requirement set forth in this Section is referred to herein as the “Confidentiality Requirement” and those items subject to the Confidentiality Requirement are referred to herein as the “Confidential Items.” The Confidential Items will be kept confidential and shall not, without Seller’s prior written consent (which consent shall be granted or denied in Seller’s sole discretion), be disclosed by the Buyer, or by its Representatives. If such consent is granted, the Confidential Items shall not be disclosed prior to Seller’s 's receipt of an Acknowledgment and Disclaimer Agreement as attached hereto as Exhibit I from the (a) individual, (b) corporation, limited partnership, general partnership, limited liability company, trust, or other business entity of any kind or nature, and/or (c) any governmental body or entity of any kind or nature (each, a “Person”) to whom the Confidential Items are being disclosed. Moreover, the Buyer agrees to reveal the Confidential Items only to those of its Representatives who need to know the Confidential Items and who are informed by the Buyer of the confidential nature of the Confidential Items. The Buyer or its Representatives will not volunteer or disclose in any way to any Person (except to other Representatives) (i) the fact that the Confidential Items have been made available, (ii) any of the Confidential Items or any summaries or notes thereof, or (iii) any of the terms, conditions or other facts with respect to the Agreement except as otherwise provided herein. Buyer hereby releases and discharges any and all claims it may have against Seller or its Representatives arising out of the delivery of the Due Diligence Items to Buyer or any inaccuracy of the Due Diligence Items. Further, Buyer hereby agrees to indemnify and hold Seller harmless from any and all claims arising out of Buyer’s breach of the fully-executed Confidentiality Requirement. Buyer agrees that if it or its Representatives commit a breach of any of the provisions of this Confidentiality Requirement, Seller shall have the right and remedy to institute proceedings to obtain immediate injunctive relief for any breach or threatened breach hereof, it being hereby acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Seller and its affiliates and that money damages will not provide an adequate remedy to Seller and its affiliates. This stipulation with respect to damages incurred by Seller upon a breach of this Confidentiality Requirement by Buyer shall be limited to use in an action for injunctive relief. Further, nothing herein shall be construed to limit any other remedy available to SellerAgreement. (ij) Buyer’s 's review of the physical and environmental characteristics and condition of the Commercial Property. Subject to the terms of the Leases, Seller agrees to provide Buyer access to the Commercial Property during normal business hours following the Agreement Date for the purpose of performing, at Buyer’s 's sole cost and expense, non-invasive studies, physical inspections, investigations and tests on the Commercial Property (the “"Tests”") provided that no Tests such tests shall be conducted without at least two (2) business days prior written notice to Seller and Seller’s 's prior approval of such Tests, which approval shall not be unreasonably withheld. Seller’s execution of this Agreement shall constitute its consent to a non-invasive Phase I environmental site assessment being performed on the Commercial Property. Notwithstanding anything to the contrary contained herein, all forms of invasive Tests are prohibited without Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole discretion. Invasive Tests hereunder include, but are not limited to any tests or testing beyond a Phase I environmental site assessment, such as collecting or testing asbestos, water, radon, soil or air samples. Buyer’s 's access is further conditioned on Buyer providing Seller with certificates of insurance listing Seller as an additional insured on all insurance policies evidencing that Buyer’s 's agents or contractors performing said Tests have insurance in types and amounts satisfactory to Seller as determined by Seller in its reasonable discretion as more specifically set forth on Exhibit J attached hereto and hereby made a part hereofdiscretion. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use of the Commercial Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Commercial Property to the condition it was in immediately prior to such Tests, including, but not limited to the immediate removal of anything placed on the Commercial Property in connection with such Tests. Copies of any reports, letters or other written information generated as a result of such Tests, Tests shall be provided to Seller if the sale contemplated by this Agreement does not close for any reason. BUYER SHALL INDEMNIFYBuyer shall indemnify, DEFEND defend (WITH COUNSEL REASONABLY SATISFACTORY TO SELLERwith counsel reasonably satisfactory to Seller), PROTECTprotect, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITYand hold Seller harmless from and against any and all liability, LOSSloss, COSTcost, DAMAGEdamage, OR EXPENSE or expense (INCLUDINGincluding, WITHOUT LIMITATIONwithout limitation, ATTORNEYS’ FEES AND COSTSattorney's fees and costs) WHICH SELLER MAY SUSTAIN OR INCUR BY REASON OF OR IN CONNECTION WITH ANY TESTS MADE BY BUYER OR BUYER’S AGENTS OR CONTRACTORS RELATING TO OR IN CONNECTION WITH THE PROPERTYwhich Seller may sustain or incur by reason of or in connection with any Tests made by Buyer or Buyer's agents or contractors relating to or in connection with the Property, OR ENTRIES BY BUYER OR ITS REPRESENTATIVES OR CONTRACTORS ONTO THE COMMERCIAL PROPERTYor entries by Buyer or its agents or contractors onto the Property. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENTNotwithstanding any provision to the contrary in this Agreement, THE INDEMNITY OBLIGATIONS OF BUYER UNDER THIS AGREEMENT SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT OR ANY TRANSFER PURSUANT TO THIS AGREEMENT. BUYER IS NOT OBLIGATED TO INDEMNIFY SELLER FOR ANY LOSS, COST, DAMAGE OR EXPENSE ASSOCIATED WITH THE MERE DISCOVERY OF PRE-EXISTING CONDITIONS AT THE REAL PROPERTYthe indemnity obligations of Buyer under this Agreement shall survive any termination of this Agreement or the delivery of the deed and the transfer of title pursuant to this Agreement. If on or before 5:00 p.m. Central Time on the date hereof June 8, 2001, (the “"Approval Date”"), Buyer disapproves any of the Due Diligence Items or the physical and environmental condition of the Property, at Buyer’s sole and absolute discretion, Property by providing Seller with written notice, this Agreement shall terminate without any liability on the part of either party, except for Buyer’s 's indemnity obligations set forth in Section paragraph 4 above. In the event of such termination termination, the Initial Deposit, less any costs incurred by Seller for the updated Survey and/or the Title Report (which amounts shall be credited to Seller) shall be returned to Buyer. If by 5:00 p.m. Central Time on the Approval Date Buyer approves of the Due Diligence Items and the physical and environmental condition of the Property by providing Seller with written notice, then this Agreement shall remain in full force and effect the Buyer shall deposit the Additional Deposit as set forth in paragraph 2(b) above, and the Deposit shall be held by the Escrow Agent Title Company and credited to Seller as provided herein. If by 5:00 p.m. Central Time on the Approval Date Buyer does not waive or deem satisfied in writing the Due Diligence Items and the physical and environmental condition of the Property, there shall be a conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition of the Property, this Agreement shall remain in full force and effect, the Buyer shall deposit the Additional Deposit as set forth in paragraph 2(b) above, and the Deposit shall be held by the Escrow Agent Title Company and credited to the Seller as provided herein.

Buyer’s Due Diligence. Buyer shall be allowed to conduct the following due diligence prior to purchasing the REIT UnitsProperty: (a) Buyer’s review Seller has provided Buyer with a copy of title to the Real Property as shown on the Company’s its existing title policy for review, and Buyer shall order, at Buyer’s expense, a title commitment for the Property (the “Title PolicyReport”) issued by the corresponding title company (the “Title Company”) and ). Seller has also provided Buyer with a copy of an existing as-built survey showing the location of all improvements and recorded easements on the Real Property as of the date of such survey, and Buyer shall also order, at Buyer’s expense, an updated survey was prepared of the Property sufficient to enable Buyer’s title company to issue an ALTA owner’s policy of title insurance (the “Survey”). The Title Policy Report and the Survey shall be delivered by Seller with the other Due Diligence Items (as hereinafter defined). Buyer has caused the Title Company to issue a commitment for an owner’s title insurance policy (the “Title Report”) and ordered an updated Survey (the Title Policy, Title Report and Survey being are collectively referred to as the “Title Documents”). By its execution hereofOn or before 5:00 p.m. Central on July 7, 2008, Buyer has approved may approve or disapprove (in its sole and absolute discretion) the Title Documents for the Real Property. All items disclosed in the Title Documents are herein referred to as “Permitted Exceptions”. At any time prior to Closing, Buyer may update the Title Report. If such updated Title Report discloses any matter that was not disclosed in either the Title Policy or original Title Report, Buyer may deliver a Property by delivering written notice to Seller (“Buyer’s Title Notice”) specifying each such new title defect or matter for which Buyer is requesting a cure by Seller (“Title Defect”) and each Title Company requirement (“Title Requirement”) which Buyer is requesting Seller to satisfy in order for a title policy the Title Policy to be issued for the Real Property at Closing; provided, however, . Buyer’s failure to deliver Buyer’s Title Notice to Seller within the time period specified above shall be a conclusive presumption that Buyer acknowledges that it may not object to any Permitted Exceptionhas approved the Title Documents and this Agreement shall remain in full force and effect. Within two three (23) business days after receiving Buyer’s Title Notice, Seller shall deliver to Buyer written notice (“Seller’s Title Notice”) of those Title Defects which Seller covenants and agrees to either eliminate or cure to Buyer’s satisfaction by the Closing Date and those Title Requirements which Seller agrees to satisfy by the Closing Date; provided, however, Seller may cure at its own and sole discretion, but under no circumstances will have any obligation to cure any Title Defect or satisfy any Title Requirement set forth in Buyer’s Title Notice. Seller’s failure to deliver Seller’s Title Notice to Buyer within the time period specified above shall be deemed to constitute Seller’s election not to eliminate or cure any such Title Defect or to satisfy any such Title Requirements; provided, however, that Seller shall in any case be obligated to remove all monetary encumbrances at or prior to Closing without Buyer having to notify Seller of same. If Seller elects (or is deemed to have elected) not to eliminate or cure any Title Defects or to not satisfy any Title Requirements excepting any Permitted ExceptionsRequirements, Buyer shall have the right, by written notice delivered to Seller on within two (2) business days of Seller’s Title Notice (or before the Approval Dateexpiration of the three (3) business days in which Seller must provide Seller’s Title Notice), to either (i) waive its prior notice as to the Title Defects which Seller has elected (or is deemed to have elected) not to cure and those Title Requirements which Seller has elected (or is deemed to have elected) not to satisfy, or (ii) terminate this Agreement as provided later in this sectionby delivering written notice to Seller, at which time the Deposit shall be returned to Buyer and the parties shall have no further obligations hereunder except for those which expressly survive termination. Buyer’s failure to deliver any written notice within such two (2) business day period shall be a conclusive presumption that Buyer has approved the uncured Title Documents and unsatisfied Title Requirements and this Agreement shall remain in full force and effect. Notwithstanding anything to the contrary contained herein, the loan evidenced by (a) that certain Deed of Trust dated December 22, 2006 and recorded in Liber 10434, folio 331 by Columbia Gateway Associates, LLC to Xxxxx Xxxxxx Xxxx, trustee for the benefit of JPMorgan Chase Bank, N.A., as modified by that certain instrument dated February 28, 2007 and recorded in Liber 10589, folio 218, as further modified by that certain instrument dated April 30, 2007 and recorded in Liber 10672, folio 077, as further modified by that certain instrument dated August 31, 2007 and recorded in Liber 10873, folio 317, as further modified by that instrument dated March 11, 2010 and recorded in Liber 12355, folio 188 and further modified by that certain Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing and Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 recorded in Liber 12702, folio 455; (b) Assignment of Lessor’s Interest in Leases and Rents dated August 31, 2007 and recorded in Liber 10873, folio 344 as modified by instrument dated March 11, 2010 and recorded in Liber 12355, folio 188, as further modified by Assumption of Amended and Restated Indemnity Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing and of Assignment of Lessor’s Interest in Leases and Rents dated September 15, 2010 and recorded in Liber 12702, folio 455; and (c) that UCC financing statement from Franklin Center, LLC to JPMorgan Chase Bank, N.A. dated September 21, 2010 and recorded in Liber 12702, folio 465 (collectively the “Existing Loan Documents”) shall be paid in full at Closing and the Existing Loan Documents shall not be included as exceptions to the marked title commitment or title pro forma to be delivered by the Escrow Agent at Closing. (b) Buyer’s review of the Leases and the Service Contracts affecting the Real Property and Improvements. (c) Buyer’s review of insurance certificates for Seller’s liability and casualty policies covering the Property. (d) Buyer’s review of the statements of income or operations for the years ended December 31, 2009 and 2010, each prepared in the normal course of business of the Company (the “Company Financial Statements”) and the general ledger of the REIT (as of the Delivery Date covering the past twenty-four (24) months) and those certain REIT Compliance Statements prepared in the ordinary course of the REIT’s business by Deloitte & Touche for the first quarter of 2011, the first through fourth quarters of 2010 and the fourth quarter of 2009 (collectively the “REIT Financial Statements”); (e) To the extent available, Buyer’s review of the operating statements of the Borrower Property only for the previous two (2) calendar years as well as the current calendar year-to-date, provided same are available and in Seller’s actual possession. (fc) Buyer’s review of copies of any site plans and building drawings and specifications currently in the possession of Seller. (d) Buyer’s review of copies of any maintenance and service agreements currently in force and in the possession of Seller. Buyer shall provide written notice to Seller no less than three (3) business days prior to the Approval Date of those agreements Buyer wishes to assume. In the absence of such notice, Seller shall terminate all agreements. (e) Buyer’s review of a certain environmental reports report prepared for Seller and Company and currently in Seller’s Possession the possession of Seller (as defined below) and described in set forth on Exhibit B heretoK, the “Environmental Report”). Seller is providing such reports the Environmental Report to Buyer for informational purposes only and Buyer shall not rely on such reports the Environmental Report in determining whether to purchase the REIT UnitsProperty; provided, however, that the foregoing statement shall not prohibit Buyer from exercising its right to terminate prior to the Approval Date based on its own environmental due diligence. In the event the transaction contemplated herein does not close for any reason whatsoever, Buyer shall immediately return the reports Environmental Report to Seller. (g) Buyer’s review of (A) the REIT Agreement and the certificate of formation for the REIT, together with any and all other agreements, instruments and documents that constitute the REIT; (B) the limited liability company agreement of the Company and the certificate of formation of the Company and any other documents constitute the Company, (C) the limited liability company agreement of the Borrower and the certificate of formation of the Borrower and any other documents constituting the Borrower, and (D) the reports scheduled on Exhibit Q (collectively, the “Books and Records”). (hf) Buyer’s review of the REITTenant files. Seller shall allow Buyer to review the tenant files (including tenant leases) at the office of the property manager during normal business hours upon one (1) business day’s notice. Files must be reviewed in the property manager’s office and no part thereof may be removed, Company and Borrower information as set forth on Exhibit P attached heretocopied or duplicated prior to Closing. The items referred to above in subsections 4(a)-(hsubparagraphs 4(a)-(f) and , any other items provided by Seller to Buyer before in connection with Buyer’s inspection of the Property, or after items reviewed at the Delivery Date Property by Buyer (as hereinafter defined)e.g. if applicable, tenant files, plans and specifications) shall be collectively referred to as the “Due Diligence Items”; provided, however, that “Due Diligence Items” shall not include any items ordered and paid by Buyer (e.g., the updated title commitment and updated survey). Seller has provided Buyer acknowledges receipt of the Due Diligence Items set forth above and Buyer hereby acknowledges receipt thereof as of the Agreement Date (the “Delivery Date”)on June 13, 2008. The Due Diligence Items contain confidential material, data and information and by accepting delivery of same the Buyer hereby acknowledges that the Due Diligence Items will be relied upon at the Buyer’s own risk and further that as provided herein below will be kept confidential at all times by Buyer and its agents, employees and representatives (collectively “Confidentiality Requirement”). Buyer agrees that it shall make no copies of the “Representatives”, except as to any Due Diligence Items that are available publicly or otherwise constitute public records Items. It may, however, make notes (including, without limitation, such notes shall be deemed to be part of the Certificate of Formation for the REIT and the Certificate of Limited Partnership for the CompanyDue Diligence Items). The confidentiality requirement set forth in this Section is referred to herein as the “Confidentiality Requirement” and those items subject to the Confidentiality Requirement are referred to herein as the “Confidential Items.” The Confidential Due Diligence Items will be kept confidential and shall not, without Seller’s prior written consent (which consent shall be granted or denied in Seller’s sole discretion), be disclosed by the Buyer, or by its Representativesagents, representatives or employees, except Seller’s prior written consent shall not be required in order to disclose such information (i) to Buyer’s lender, (ii) its or their consultants, employees, attorneys or other parties assisting Buyer with the transaction contemplated by this Agreement, (iii) as required to be disclosed by applicable laws, rules or regulations, and (iv) to prospective tenant-in-common investors of Buyer. If such consent is granted, the Confidential Due Diligence Items shall not be disclosed prior to Seller’s receipt of an Acknowledgment and Disclaimer Agreement as attached hereto as Exhibit I E from the (a) individual, (b) corporation, limited partnership, general partnership, limited liability company, trust, or other business entity of any kind or nature, and/or (c) any governmental body person or entity of any kind or nature (each, a “Person”) to whom the Confidential Due Diligence Items are is being disclosed. Moreover, the Buyer agrees to reveal the Confidential Due Diligence Items only to those of its Representatives agents, representatives and employees (“Representatives”) who need to know the Confidential Due Diligence Items and who are informed by the Buyer of the confidential nature of the Confidential Due Diligence Items. The Buyer or its Representatives will not volunteer or disclose in any way to any Person (except to other Representatives) person (i) the fact that the Confidential Due Diligence Items have been made available, (ii) any of the Confidential Due Diligence Items or any summaries or notes thereof, or (iii) any of the terms, conditions or other facts with respect to the Agreement except as otherwise provided herein. Buyer hereby releases and discharges any and all claims it may have against Seller or its Representatives consultant arising out of the delivery of the Due Diligence Items to Buyer or any inaccuracy of the Due Diligence Items. Further, Buyer hereby agrees to indemnify and hold Seller harmless from any and all claims arising out of Buyer’s breach the delivery to Buyer of the Confidentiality RequirementDue Diligence Items; provided, however, that the foregoing indemnity excludes any claims arising out of the gross negligence or willful misconduct of Seller, its agents, representatives and employees. Buyer agrees that if it or it, its Representatives commit a breach of any of the provisions of this Confidentiality Requirement, Seller shall have the right and remedy to institute proceedings to obtain immediate injunctive relief for any breach or threatened breach hereof, it being hereby acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Seller and its affiliates and that money damages will not provide an adequate remedy to Seller and its affiliates. This stipulation with respect to damages incurred by Seller upon a breach of this Confidentiality Requirement by Buyer shall be limited to use in an action for injunctive relief. Further, nothing herein shall be construed to limit any other remedy available to Seller. (ig) Buyer’s review of the physical physical, environmental, financial and environmental all other characteristics and condition of the Commercial Property. Subject to the terms of the Leases, Seller agrees to provide Buyer access to the Commercial Property during normal business hours following the Agreement Date for the purpose of performing, at Buyer’s sole cost and expense, non-invasive studies, physical inspections, investigations and tests on the Commercial Property (the “Tests”) provided that no such Tests shall be conducted without at least two one (21) business days day’s prior written notice to Seller and Seller’s prior approval of such Tests, which approval shall not be unreasonably withheld. Seller’s execution of this Agreement shall constitute its consent to a non-invasive Phase phase I environmental site assessment being performed on the Commercial Property. Notwithstanding anything to the contrary contained herein, all All forms of invasive Tests are prohibited without Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole discretion. Invasive Tests hereunder include, but are not limited to to, any tests or testing beyond a Phase I environmental site assessment, such as collecting or testing asbestos, water, radon, soil or air samples. Buyer’s access is further conditioned on Buyer providing Seller with certificates of insurance listing Seller as an additional insured on all insurance policies evidencing that Buyer’s agents or contractors performing said the Tests have insurance in types and amounts satisfactory to Seller as determined by Seller in its reasonable discretion as more specifically set forth on Exhibit J attached hereto and hereby made a part hereof. Seller hereby acknowledges receipt of certificates of insurance on June 30, 2008, and Seller further acknowledges that such insurance certificates are satisfactory to Seller. Buyer shall be required to conduct such Tests in a manner as to not unreasonably disturb or interfere with the current use of the Commercial Property and upon completion of such Tests, Buyer agrees at its sole cost to restore the Commercial Property to the condition it was in immediately prior to such Tests, including, but not limited to the immediate removal of anything placed on the Commercial Property in connection with such Tests. Copies of any third-party reports, letters or other written information generated as a result of such Tests, Tests shall be provided to Seller if the sale contemplated by this Agreement does not close for any reason. BUYER SHALL INDEMNIFYBuyer shall indemnify, DEFEND defend (WITH COUNSEL REASONABLY SATISFACTORY TO SELLERwith counsel reasonably satisfactory to Seller), PROTECTprotect, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITYand hold Seller harmless from and against any and all liability, LOSSloss, COSTcost, DAMAGEdamage, OR EXPENSE or expense (INCLUDINGincluding, WITHOUT LIMITATIONwithout limitation, ATTORNEYS’ FEES AND COSTSreasonable attorney’s fees and costs) WHICH SELLER MAY SUSTAIN OR INCUR BY REASON OF OR IN CONNECTION WITH ANY TESTS MADE BY BUYER OR BUYER’S AGENTS OR CONTRACTORS RELATING TO OR IN CONNECTION WITH THE PROPERTY(“Losses”) which Seller may sustain or incur by reason of or in connection with any Tests made by Buyer or Buyer’s agents or contractors relating to or in connection with the Property, OR ENTRIES BY BUYER OR ITS REPRESENTATIVES OR CONTRACTORS ONTO THE COMMERCIAL PROPERTYor entries by Buyer or its agents or contractors onto the Property provided that, Buyer shall not be liable for any losses or liabilities resulting from Buyer’s investigations uncovering the existence of any environmental contamination or any other defects or conditions which adversely impact the Property, except to the extent that Buyer’s investigations exacerbate such conditions and cause Losses to Seller, and Buyer shall not be liable for any losses or liabilities resulting from the gross negligence or willful misconduct of Seller or its agents, representatives or employees. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENTNotwithstanding any provision to the contrary in this Agreement, THE INDEMNITY OBLIGATIONS OF BUYER UNDER THIS AGREEMENT SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT OR ANY TRANSFER PURSUANT TO THIS AGREEMENT. BUYER IS NOT OBLIGATED TO INDEMNIFY SELLER FOR ANY LOSS, COST, DAMAGE OR EXPENSE ASSOCIATED WITH THE MERE DISCOVERY OF PRE-EXISTING CONDITIONS AT THE REAL PROPERTYthe indemnity obligations of Buyer under this Agreement shall survive any termination of this Agreement or the delivery of the Deed and the transfer of title pursuant to this Agreement. If on or before 5:00 p.m. Central Time on the date hereof July 14, 2008 (the “Approval Date”), Buyer disapproves any of the Due Diligence Items or the physical and environmental condition of the Property, at Buyer’s Property or otherwise decides in its sole and absolute discretion, discretion not to acquire the Property for any or no reason by providing Seller with written notice, this Agreement shall terminate without any further liability on the part of either party, party (except for Buyer’s indemnity obligations set forth in Section paragraph 4 above). In the event of such termination termination, the Deposit, less any costs incurred by Seller for the updated Survey and/or the Title Report Initial Deposit (which amounts amount shall be credited to Seller) ), shall be returned to BuyerBuyer after Buyer returns to Seller all Due Diligence Items and any copies of same. If by 5:00 p.m. Central Time on the Approval Date Buyer approves the Due Diligence Items and the physical and environmental condition of the Property by providing Seller with written notice, then this Agreement shall remain in full force and effect effect, Buyer shall deposit the Additional Deposit as set forth in paragraph 2(b) above, and the Deposit shall be held by the Escrow Agent Title Company and credited to Seller at Closing as provided herein. If by 5:00 p.m. Central Time on the Approval Date Buyer does not waive or deem satisfied in writing the Due Diligence Items and the physical and environmental condition of the Property, there shall be a conclusive presumption that Buyer has approved the Due Diligence Items and the physical and environmental condition of the Property, this Agreement shall remain in full force and effect, Buyer shall deposit the Additional Deposit as set forth in paragraph 2(b) above, and the Deposit shall be held by the Escrow Agent Title Company and credited to the Seller at Closing as provided herein.