Common use of Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller Clause in Contracts

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) have been delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent property tax bills with respect to the Property. (ii) Copies of the Leases, and any guarantees relating thereto, existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereof. (iii) Copies of all assignable contracts and agreements entered into by Seller relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”). (iv) A copy of the Existing Title Policy. (v) A copy of the existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”). (vi) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”). (b) From the Effective Date until the Closing Date under this Agreement, or earlier termination of this Agreement, Seller shall deliver to Purchaser upon Purchaser’s request, copies of any financial statements or other financial information of the tenants required to be provided to landlord under the Leases and currently in Seller’s possession or control (and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession or control; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case to the extent any or all of the same are in the possession or control of Seller, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Property, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agents.

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) either have been or shall be delivered or made available to Purchaser to the extent the same are in the possession of Seller (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent current property tax bills with respect to the Property. (ii) Copies of operating budget for 2007 and income statements for 2004, 2005 2006 and year to date 2007 with respect to the Leases, and any guarantees relating thereto, existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereofProperty. (iii) Copies of all assignable contracts the Leases and agreements entered into by Seller any guarantees relating to the repair, maintenance or operation thereto existing as of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Effective Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”). (iv) A copy of the Existing Title PolicySurvey. (v) A copy of the Seller’s existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”)title policy. (vi) A copy Copies of any property association documents to which the existing environmental report identified on Exhibit “D” attached hereto and made property owner is a part hereof (member that are in the “Existing Environmental Report”)possession of Seller with respect to the Property. (b) From the Effective Date until the Closing Date under this AgreementDate, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s requestrepresentatives, on reasonable advance notice and during normal business hours, to have access to Seller’s existing non-confidential books, records and files relating to the Property, at the office of Seller at 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser’s expense) copying the same, including, without limitation, copies of any financial statements or other financial information of the tenants required to be provided to landlord under the Leases and currently in Seller’s possession or control (and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession or controlpossession; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case to the extent any or all of the same are in the possession or control of Seller, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Property (including without limitation reports, correspondence and related materials relating to the environmental condition or status of the Property), strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except Alternatively, at Purchaser’s request and at Purchaser’s cost and expense, and subject to the provisions hereof, Seller will make copies of non-confidential and non-proprietary due diligence materials relating to the Property as otherwise provided herein or may be reasonably requested by Purchaser in writing and as may be in Seller’s possession, and will deliver the documents delivered at Closing, same to Purchaser. Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials copied from the books, records and files of Seller or furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agentsSeller.

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all acknowledges receipt of the following (the “Due Diligence Deliveries”) have been delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent current property tax bills and assessor’s statements of current assessed value with respect to the each Property. (ii) Copies of operating statements for the Leases, past 24 months with respect to each Property. (iii) A 2004 Operating Budget with respect to each Property. (iv) Copies of all Leases and any guarantees relating thereto, thereto existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereofDate with respect to each Property. (iiiv) An aged tenant receivable report, if any, regarding income from the tenants with respect to each Property. (vi) Monthly tenant, tax and operating expense billing statements and general ledger for the past 24 months with respect to each Property. (vii) Copies of the Loan Documents listed on EXHIBIT “H” attached hereto. (viii) Copies of the Commission Agreements with respect to each Property. (ix) Copies of all assignable contracts and agreements entered into by Seller relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases Service Contracts currently in place, set forth on Exhibit “G” (the “Service Contracts”)place with respect to each Property. (ivx) Copies of the current policies of title insurance of Seller with respect to the Land and Improvements. (xi) Copies of the Existing Surveys with respect to the Land. (xii) A copy of the Existing Title PolicyMaster Declaration. (vxiii) A copy Copies of the existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”). (vi) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”)Reports with respect to each Property. (b) From the Effective Date until the Closing Date under this Agreement, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s requestrepresentatives, copies of any financial statements or other financial information of the tenants required to be provided to landlord under the Leases on reasonable advance notice and currently in Seller’s possession or control (and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondenceduring normal business hours, to the extent Seller has the same in its possession or control; available surveyshave access to their respective existing non-confidential books, construction plans records and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials files relating to the constructionProperties, operationat Seller’s on-site management office at the Properties, maintenance, repair, management and leasing at the office of the PropertyBroker, in each case or at the office of Cousins Properties Incorporated at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser’s expense) copying the same, including, without limitation, the materials listed below (to the extent any or all of the same are in the possession or control of Seller), subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Property, strategic plans for the PropertyProperties or any of them, internal analyses, information regarding the marketing for sale of the PropertyProperties or any of them, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, or attorney-client privileged documentsdocuments (collectively, the “Confidential Materials”). Subject to the limitations of any confidentiality or other information nondisclosure agreement to which Seller may be bound, Seller covenants not to withhold or exclude from the books, records and files made available to Purchaser any books, records and files relating to the Properties in the possession or control of Seller which Seller reasonably deems confidential or proprietaryother than Confidential Materials. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials furnished by copied from the books, records and files of Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the sameProperties. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller. Subject to the foregoing, Seller or its agents.agrees to make available to Purchaser for inspection and copying, without limitation, the following books, records and files relating to the Properties, all to the extent the same are in the possession of Seller:

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) either have been or shall be delivered or made available to Purchaser to the extent the same are in the possession of Seller (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent current property tax bills with respect to the Property. (ii) Copies A copy of the Leases, and any guarantees relating thereto, existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereofLease. (iii) Copies of all assignable contracts and agreements entered into by Seller relating to the repair, maintenance or operation A copy of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”)Existing Survey. (iv) A copy of the Existing Title PolicySeller’s existing title policy (issued to Xxxxx Real Estate, LLC—SC I). (v) A copy of the existing survey identified on Exhibit “H” attached hereto certificate of use and made a part hereof (occupancy in the “Existing Survey”). (vi) A copy possession of Seller with respect to the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”)Property dated January 1, 2007. (b) From the Effective Date until the Closing Date under this AgreementDate, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s requestrepresentatives, on reasonable advance notice and during normal business hours, to have access to Seller’s existing non-confidential books, records and files relating to the Property, at the office of Seller at 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser’s expense) copying the same, including, without limitation, copies of any financial statements or other financial information of the tenants required to be provided to landlord tenant under the Leases and currently in Seller’s possession or control Lease (and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession or controlpossession; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case to the extent any or all of the same are in the possession or control of Seller, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Property (including without limitation reports, correspondence and related materials relating to the environmental condition or status of the Property), strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except Alternatively, at Purchaser’s request and at Purchaser’s cost and expense, and subject to the provisions hereof, Seller will make copies of non-confidential and non-proprietary due diligence materials relating to the Property as otherwise provided herein may be reasonably requested by Purchaser in writing and as may be in Seller’s possession, and will deliver the same to Purchaser as expeditiously as reasonably possible following Purchaser’s request, including electronic delivery of documents or in the documents delivered at Closing, items than can be transmitted electronically. Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials, except as otherwise expressly set forth in this Agreement or in any of the Closing Documents. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials copied from the books, records and files of Seller or furnished by Seller or Seller’s representatives relating to the Property; provided, however, Property or shall provide Seller with a written certification that Purchaser shall not be required to return or destroy any all such materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the samehave been destroyed. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agentsSeller.

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) either have been or shall be delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent current property tax bills with respect to the Property. (ii) Copies of operating statements for the Leases, and any guarantees relating thereto, existing as of past twenty-four (24) months with respect to the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereofProperty. (iii) Copies of all assignable contracts the Lease and agreements entered into by Seller any guarantees relating to the repair, maintenance or operation thereto existing as of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Effective Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”). (iv) Copies of the Commission Agreements. (v) Copies of all Service Contracts currently in place. (vi) Copies of the Existing Survey. (vii) A copy of Seller’s existing title insurance policy with respect to the Land and Improvements. (viii) A copy of the Existing Title PolicyEnvironmental Report. (vix) Copies of all certificates of occupancy with respect to the Property which are in Seller’s possession. PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, FLORIDA 9 (x) A copy of the existing survey identified on Exhibit “H” attached hereto and made a part hereof (zoning letter obtained by Seller with respect to the “Existing Survey”). (vi) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”)Property. (b) From the Effective Date until the last Closing Date under this Agreement, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s requestrepresentatives, on reasonable advance notice and during normal business hours, to have access to Seller’s existing non-confidential books, records and files relating to the Properties, at the office of Seller at 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser’s expense) copying the same, including, without limitation, copies of any financial statements or other financial information of the tenants required to be provided to landlord tenant under the Leases and currently in Seller’s possession or control Lease (and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession or controlpossession; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case to the extent any or all of the same are in the possession or control of Seller, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental ReportReports) obtained by Seller in connection with the Property, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except Alternatively, at Purchaser’s request and at Purchaser’s cost and expense, and subject to the provisions hereof, Seller will make copies of non-confidential and non-proprietary due diligence materials relating to the Property as otherwise provided herein or may be reasonably requested by Purchaser in writing and as may be in Seller’s possession, and will deliver the documents delivered at Closing, same to Purchaser. Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects elect to terminate the inspection rights of Purchaser under the Right of Entry Agreement or this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials copied from the books, records and files of Seller or furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agentsSeller.

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) have been delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent property tax bills with respect to the Property. (ii) Copies of the Leases, and any guarantees relating thereto, and copies of the License Agreements, existing as of the Effective Date, and identified on Exhibit EXHIBIT “E” attached hereto and made a part hereof. (iii) Copies of all assignable contracts and agreements entered into by Seller relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit EXHIBIT “G” (the “Service Contracts”). (iv) A copy of the Existing Title Policy. (v) A copy of the existing survey identified on Exhibit EXHIBIT “H” attached hereto and made a part hereof (the “Existing Survey”). (vi) A copy of the existing environmental report identified on Exhibit EXHIBIT “D” attached hereto and made a part hereof (the “Existing Environmental Report”). (vii) Copies of all certificates of occupancy with respect to the Property which are in Seller’s possession. (viii) Property financial statements for years 2011 and 2012 and operating expense reconciliations for years 2011 and 2012. (ix) Payment history for disbursements to the tenant under the Schlumberger Lease for tenant improvement work. (b) From the Effective Date until the Closing Date under this Agreement, or earlier termination of this Agreement, Seller shall deliver to Purchaser upon Purchaser’s request, copies of any financial statements or other financial information of the tenants required to be provided to landlord under the Leases and currently in Seller’s possession or control (and the lease guarantors, if any), written information relative to the tenant’s tenants’ payment history, and tenant correspondence, tenants’ correspondence to the extent Seller has the same in its possession or controlpossession; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case to the extent any or all of the same are in the possession or control of SellerSeller or its agents, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Property, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this AgreementAgreement pursuant to Section 2.6 hereof, Purchaser shall promptly return (or certify as having destroyed) all copies of materials furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. , It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agents.

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and has posted to an electronic data room available to Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) have been delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent property tax bills with respect to the Property. (ii) Copies of the Leases, and all amendments, and any guarantees relating thereto, existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereof. (iii) Copies of all assignable contracts and agreements and all amendments, entered into by Seller relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”). (iv) A copy of the Existing Title Policyexisting title policy for the Property. (v) A copy of the existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”). (vi) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”). (vii) All CC&Rs and all amendments and supplements thereto and association (including design review committee) documents in Seller’s possession or control. (viii) Current and historical operating statements for the Property for the last three (3) years (ix) Information pertaining to any pending or threatened litigation involving the Property. (x) Copies of all leasing, proposals and letters of intent and leases, if any, out for signature in Seller’s possession or control. (xi) A current aged delinquency report. (xii) Notices of violation with respect to the Property. (xiii) CAM and tax reconciliations for the prior three (3) years. (xiv) Structural, mechanical, engineering or inspection reports, if any. (b) From the Effective Date until the Closing Date under this Agreement, or earlier termination of this Agreement, Seller shall deliver to Purchaser upon Purchaser’s request, Certificates of Occupancy, Insurance certificates and insurance coverage and loss history and premium information for the last three (3) years, Utility bills for 2014, copies of any financial statements or other financial information of the tenants required to be provided to landlord under the Leases and currently in Seller’s possession or control (and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession or controlpossession; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case to the extent any or all of the same are in the possession or control of Seller, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Property, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees that that, except as otherwise provided herein, Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agents.

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that it has been provided all of the following (the “Due Diligence Deliveries”) have been delivered on or made available prior to Purchaser the Effective Date (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent property tax bills and Xxxxxxx County assessment valuations with respect to the Property. (ii) Copies A current rent roll for the Property, together with copies of the Leases, and any guarantees relating thereto, existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereof. (iii) Copies Except for national service contracts Seller has in place covering several of its properties including the Property, which national service contracts will not be assigned to Purchaser, copies of all assignable contracts and agreements entered into by Seller relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing DateProperty, including, without limitation, all equipment leases currently in place, and set forth on Exhibit “G” (the “Service Contracts”). (iv) A copy of the Existing Title Policy, and all other title reports, commitments and polices relating to the Property, or any portion thereof, in Seller’s possession or control. (v) A copy of the existing survey Existing Survey identified on Exhibit “H” attached hereto and made a part hereof (hereof, together with all other surveys relating to the “Existing Survey”)Property, or any portion thereof, in Seller’s possession or control. (vi) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”), together with all other environmental reports relating to the Property, or any portion thereof, in Seller’s possession or control, including but not limited to any phase I or phase II environmental assessments. (vii) Copies of the income statements for the Property for the years ending December 31, 2014, December 31, 2015, and December 31, 2016. (viii) If the Property is located within a common interest community or governed by an owners association and if in Seller’s possession or control or may be reasonably requested by Seller, copies of the following: any association minutes for the prior 24 months; association balance sheet, income statement and expenditures for the prior two years; association budget for 2017 and 2016; current reserve study; declarations of covenants/ restrictions; association tax identification number(s); and listings of the association’s current officers and directors, each as applicable. (b) From the Effective Date until the Closing Date under this Agreement, or earlier termination of this Agreement, Seller shall deliver to Purchaser upon Purchaser’s request, together with the Due Diligence Deliveries, copies of any financial statements or other financial information of the tenants (and the lease guarantors, if any) required to be provided to landlord under the Leases and currently in Seller’s possession or control (and the lease guarantors, if any)possession, written information relative to the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession possession; notices or controlcorrespondence with any governmental authorities relating to the Property, its use, or condition, including, but not limited to zoning matters/changes, site approvals, variances, conditional or final approvals, and platting revisions, and all associated plans and documents; and available surveys, construction plans and specificationsspecifications for the Improvements, warranties relating to the Property, the Improvements or its fixtures, whether by Seller or its tenants; copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case to the extent any or all of the same are in the possession or control of Seller, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Property, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the samesame and continues to treat such materials as confidential pursuant to Section 2.7. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agents.

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) have been delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this AgreementAgreement or reasonably requested in writing by Purchaser during the Inspection Period): (i) Copies of the most recent property tax bills with respect to the Property. (ii) Copies of the Leases, and any guarantees relating thereto, existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereof. (iii) Copies of all assignable contracts and agreements entered into by Seller relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property whether current or scheduled to expire prior to the Closing Date or which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”). (iviii) A copy of the Existing Title Policy. (viv) A copy of the existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”). (viv) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”). (bvi) From Copies of all certificates of occupancy and current licenses, if any, with respect to the Effective Date until the Closing Date under this Agreement, or earlier termination of this Agreement, Seller shall deliver to Purchaser upon Purchaser’s request, copies of any financial statements or other financial information of the tenants required to be provided to landlord under the Leases and currently Property which are in Seller’s possession or control possession. (vii) Service and maintenance records report of the lease guarantors, if any), written information relative to Property’s major systems and mechanicals covering the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession or control; period 01.01.12 through 12.31.13. (viii) copies of available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials relating to the construction, operation, maintenance, repair, and management and leasing of the Property, in each case to the extent any or all of the same are in the possession available to Seller or control of Seller’s agent, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Property, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, or adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects elect to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agents.

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) have been delivered or made available a. Prior to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent property tax bills with respect to the Property. (ii) Copies of the Leases, and any guarantees relating thereto, existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereof. (iii) Copies of all assignable contracts and agreements entered into by Seller relating delivered to Purchaser, to the repairextent in Seller's possession, maintenance or operation all of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth items listed on Exhibit “G” Schedule 3.2 hereof (the “Service Contracts”"Due Diligence Deliveries"). (iv) A copy of the Existing Title Policy. (v) A copy of the existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”). (vi) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”). (b) b. From the Effective Date until the Closing Date under this AgreementDate, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s request's representatives, copies of any financial statements or other financial information of the tenants required to be provided to landlord under the Leases and currently in Seller’s possession or control (and the lease guarantors, if any), written information relative on reasonable advance notice made pursuant to the tenant’s payment history, penultimate sentence of Section 3.1(a) above and tenant correspondenceduring normal business hours, to the extent Seller has the same in its possession or control; available surveyshave access to Seller's existing non-confidential books, construction plans records and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials files relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case at the office of Seller at 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000, at the Property (or at any other location where Seller keeps such books, records and files), for the purpose of inspecting and (at Purchaser's expense) copying the same, including, without limitation, the materials listed below (to the extent any or all of the same are in the possession of Seller or control of Seller's property manager for the Property), subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports obtained by Seller (other than the Existing Environmental Report) obtained by Seller third party reports included in connection with the PropertyDue Diligence Deliveries), strategic plans for the Property, internal analyses, inspection reports (other than the reports listed on Schedule 3.2 hereof), information regarding the marketing for sale of the Property, submissions relating to Seller’s 's obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) hold and treat all copies of materials furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials Due Diligence Deliveries in the back-up systems strictest of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to confidence and in accordance with the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains terms of Section 3.7 hereof respecting the sametreatment of Due Diligence Material. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agents.Seller's property manager for the Property. Subject to the foregoing, Seller agrees to make available to Purchaser for inspection and copying, without limitation, the following books, records and files relating to the Property, all to the extent the same are in the possession of Seller or Seller's property manager for the Property:

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) either have been delivered or shall be made available to Purchaser to the extent the same are in the possession of Seller (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent current property tax bills with respect to the Property. (ii) Copies of operating statements for 2007, 2008 and year to date with respect to the Leases, and any guarantees relating thereto, existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereofProperty. (iii) Copies of all assignable contracts and agreements entered into by Seller relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”)Leases. (iv) A copy Copies of the Existing Title PolicyCommission Agreements. (v) A copy Copies of the existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”)all Service Contracts. (vi) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof Existing Survey. (vii) Copies of certificates of occupancy with respect to the “Existing Environmental Report”)Property which are in Seller’s possession. (viii) Current rent roll. (b) From the Effective Date until the Closing Date under this AgreementDate, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s requestrepresentatives, copies of any financial statements or other financial information of the tenants required on reasonable advance notice and during normal business hours, to be provided have access to landlord under the Leases and currently in Seller’s possession or control (existing non-confidential books, records and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession or control; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials files relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case at the office of Seller at 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000, which is the office at which such books, records and files are maintained, for the purpose of inspecting and (at Purchaser’s expense) copying the same, including, without limitation, the materials listed below (to the extent any or all of the same are in the possession or control of Seller), subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Propertyreports, environmental reports, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials copied from the books, records and files of Seller or furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller. Subject to the foregoing, Seller agrees to make available to Purchaser for inspection and copying, or its agents.Seller shall provide to Purchaser via electronic transmission or other delivery, without limitation, the following books, records and files relating to the Property, all to the extent the same are in the possession of Seller:

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Purchaser acknowledges and agrees that prior to the Effective Date, Seller and delivered to Purchaser acknowledge that all of the following (the “"Due Diligence Deliveries”") have been delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent current property tax bills with respect to the Property. (ii) Copies of operating statements for the Leases, and any guarantees relating thereto, existing as of past twenty-four (24) months with respect to the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereofProperty. (iii) Copies of all assignable contracts the Leases and agreements entered into by Seller any guarantees relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”)thereto. (iv) A copy Copies of the Existing Title PolicyCommission Agreements. (v) A copy of the existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”). (vi) Copies of all assignable Service Contracts currently in place. (vii) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”). (viii) Copies of all certificates of occupancy with respect to the Property which are in Seller's possession. (b) From the Effective Date until the Closing Date under this AgreementDate, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s request's representatives, copies of any financial statements or other financial information of the tenants required to be provided to landlord under the Leases on reasonable advance notice and currently in Seller’s possession or control (and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondenceduring normal business hours, to the extent Seller has the same in its possession or control; available surveyshave access to Seller's existing non-confidential books, construction plans records and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials files relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case at the office of Seller at 6000 Xxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser's expense) copying the same, including, without limitation, the materials listed below (to the extent any or all of the same are in the possession or control of Seller), subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental ReportReports) obtained by Seller prior to or in connection with the Propertyacquisition of the Property by Seller, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s 's obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects elect to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly (and as a condition to the refund of the Exxxxxx Money) return (or certify as having destroyed) all copies of materials furnished by copied from the books, records and files of Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller. Subject to the foregoing, Seller or its agents.agrees to make available to Purchaser for inspection and copying, without limitation, the following books, records and files relating to the Property, all to the extent the same are in the possession of Seller:

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) either have been or shall be delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent current property tax bills with respect to the Property. (ii) Copies of operating statements for the Leases, and any guarantees relating thereto, existing as of past twenty-four (24) months with respect to the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereofProperty. (iii) Copies of all assignable contracts the Lease and agreements entered into by Seller any guarantees relating to the repair, maintenance or operation thereto existing as of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Effective Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”). (iv) A copy Copies of the Existing Title PolicyCommission Agreements. (v) A copy Copies of the existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”)all Service Contracts currently in place. (vi) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof Existing Survey. (vii) Copies of the “Existing Environmental Report”)Reports. (viii) Copies of all certificates of occupancy with respect to the Property which are in Seller’s possession. (b) From the Effective Date until the last Closing Date under this Agreement, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s requestrepresentatives, copies of any financial statements or other financial information of the tenants required on reasonable advance notice and during normal business hours, to be provided have access to landlord under the Leases and currently in Seller’s possession or control (existing non-confidential books, records and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession or control; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials files relating to the constructionProperties, operationat the office of Seller at 0000 Xxx Xxxxxxx Xxxxxxx, maintenanceXxxxxxxx, repairXxxxxxx 00000, management for the purpose of inspecting and leasing of (at Purchaser’s expense) copying the Propertysame, in each case including, without limitation, the materials listed below (to the extent any or all of the same are in the possession or control of Seller), subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental ReportReports) obtained by Seller prior to or in connection with the Propertyacquisition of the Property by Seller, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects elect to terminate the inspection rights of Purchaser under the Right of Entry Agreement or this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials furnished by copied from the books, records and files of Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the sameProperties. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller. Subject to the foregoing, Seller or its agents.agrees to make available to Purchaser for inspection and copying, without limitation, the following books, records and files relating to the Property, all to the extent the same are in the possession of Seller:

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) either have been delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent current property tax bills with respect to the Property. (ii) Copies of operating statements for the Leases, and any guarantees relating thereto, existing as of past twelve (12) months with respect to the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereofProperty. (iii) Copies of all assignable contracts and agreements entered into by Seller relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”). (iv) A copy of the Existing Title PolicySurvey. (v) A copy Copies of certificates of occupancy with respect to the existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”). (vi) A copy of the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (the “Existing Environmental Report”)Property which are in Seller’s possession. (b) From the Effective Date until the Closing Date under this AgreementDate, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s requestrepresentatives, copies of any financial statements or other financial information of the tenants required on reasonable advance notice and during normal business hours, to be provided have access to landlord under the Leases and currently in Seller’s possession or control (existing non-confidential books, records and the lease guarantors, if any), written information relative to the tenant’s payment history, and tenant correspondence, to the extent Seller has the same in its possession or control; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials files relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case at the office of Broker, or at the office of Seller at 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser’s expense) copying the same, including, without limitation, the materials listed below (to the extent any or all of the same are in the possession or control of Seller), subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall will not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Propertyreports, environmental reports, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except as otherwise provided herein or in the documents delivered at Closing, Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials furnished by copied from the books, records and files of Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. It is understood and agreed that Seller shall does not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller. Subject to the foregoing, Seller or its agents.agrees to make available to Purchaser for inspection and copying, without limitation, the following books, records and files relating to the Property, all to the extent the same are in the possession of Seller:

Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller. (a) Within three (3) Business Days after the Effective Date, Seller and Purchaser acknowledge that all of the following (the “Due Diligence Deliveries”) have been delivered shall deliver or made make available to Purchaser to the extent the same are in the possession of Seller (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement): (i) Copies of the most recent current property tax bills with respect to the Property. (ii) Copies of operating budgets and building operating expenses for 2004 and 2005 with respect to the Leases, and any guarantees relating thereto, existing as of the Effective Date, and identified on Exhibit “E” attached hereto and made a part hereofProperty. (iii) Copies of all assignable contracts and agreements entered into by Seller relating to the repair, maintenance or operation of the Land, including utility contracts, if any, Improvements or Personal Property which will extend beyond the Closing Date, including, without limitation, all equipment leases currently in place, set forth on Exhibit “G” (the “Service Contracts”). (iv) A copy of the Existing Title PolicySurvey. (v) A copy of the Seller’s existing survey identified on Exhibit “H” attached hereto and made a part hereof (the “Existing Survey”)title policy. (vi) A copy Copies of certificates of occupancy in the existing environmental report identified on Exhibit “D” attached hereto and made a part hereof (possession of Seller with respect to the “Existing Environmental Report”)Property. (b) From the Effective Date until the Closing Date under this AgreementDate, or earlier termination of this Agreement, Seller shall deliver to allow Purchaser upon and Purchaser’s requestrepresentatives, copies of any financial statements or other financial information of the tenants required on reasonable advance notice and during normal business hours, to be provided have access to landlord under the Leases and currently in Seller’s possession or control (existing non-confidential books, records and the lease guarantors, if any), written information relative files relating to the tenantProperty, at the office of Seller at 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser’s payment historyexpense) copying the same, and tenant correspondenceincluding, without limitation, to the extent Seller has the same in its possession or controlpossession; available surveys, construction plans and specifications, copies of any certificates of occupancy, permits, licenses or other similar documents, available records of any operating costs and expenses and similar materials relating to the construction, operation, maintenance, repair, management and leasing of the Property, in each case to the extent any or all of the same are in the possession or control of Seller, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports (other than the Existing Environmental Report) obtained by Seller in connection with the Property (including without limitation reports, correspondence and related materials relating to the environmental condition or status of the Property), strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Except Alternatively, at Purchaser’s request and at Purchaser’s cost and expense, and subject to the provisions hereof, Seller will make copies of non-confidential and non-proprietary due diligence materials relating to the Property as otherwise provided herein or may be reasonably requested by Purchaser in writing and as may be in Seller’s possession, and will deliver the documents delivered at Closing, same to Purchaser. Purchaser acknowledges and agrees agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, or if Purchaser or Seller elects to terminate the inspection rights of Purchaser under this Agreement, Purchaser shall promptly return (or certify as having destroyed) all copies of materials copied from the books, records and files of Seller or furnished by Seller or Seller’s representatives relating to the Property; provided, however, that Purchaser shall not be required to return or destroy any materials provided to Purchaser by electronic transmission or any materials in the back-up systems of Purchaser. In addition, Purchaser shall not be required to return or destroy any materials to the extent that Purchaser, pursuant to its record retention policy for legal or regulatory purposes, customarily retains the same. It is understood and agreed that Seller shall not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller or its agentsSeller.