Common use of Due Diligence Items Clause in Contracts

Due Diligence Items. Promptly after Buyer deposits the Initial Deposit with Escrow Holder (the “Delivery Date”), Seller shall provide Buyer, its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part of the “Due Diligence Items”, and in response to Buyer’s request which shall be deemed to have been made on the date hereof, on or before the end of the Due Diligence Period, Seller will deliver to Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, or otherwise become available to, either Seller (or either Seller becomes aware of any changes to the Due Diligence Items previously provided to Buyer) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partners.

Due Diligence Items. Promptly Immediately upon the Effective Date, and at its sole cost and expense, Seller shall furnish to Purchaser the following items (collectively, the "DUE DILIGENCE ITEMS"): (a) a copy of the existing owner's leasehold policy of title insurance with respect to the Property. Within ten (10) days after Buyer deposits the Initial Effective Date, and provided Purchaser has delivered to Seller evidence that the Deposit with Escrow Holder (has been tendered to the “Delivery Date”)Title Company, Seller shall provide Buyer, its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary commitment for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F ALTA Form 1992 owner's leasehold title policy for the Property, in form reasonably acceptable to Purchaser (the "TITLE COMMITMENT"), which Title Commitments shall (i) be issued by Title Company in favor of Purchaser, (ii) be dated after the Effective Date, (iii) show the state of title (i.e. the leasehold interest) to the Property in the name of the Seller, together with all liens, encumbrances and other charges and items affecting the Property; (iv) show all covenants, conditions and restrictions of record; (v) be subject to general real estate taxes not yet due and payable; (vi) be subject to title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of Closing and which Seller shall so remove; and (vii) be accompanied by copies of all documents referenced in the Title Commitment. (b) The items set forth in subparagraphs (iv) through (vi) of paragraph 4(a), above, together with (i) matters disclosed in the Survey, as more fully described on Exhibit Fdefined in Section 4(b), below (but subject to Purchaser's rights to object as set forth in Section 5), (ii) the Ground Lease, and (iii) the Jared's Lease are collectively referred to as the “"PERMITTED EXCEPTIONS". As a condition of and concurrently with the Closing, at Seller's sole cost and expense, the Title Commitments shall be later dated to cover the Closing, and the Title Company shall deliver to Purchaser the owner's leasehold title insurance policies (or mark-ups of the Title Commitments) in the amount of the Purchase Price, xxxject to the Permitted Exceptions and including extended coverage (the "LEASEHOLD POLICY"), insuring Purchaser's leasehold interest in and to the Property. Any other endorsements to the Leasehold Policies shall be obtained by Purchaser at Purchaser's sole cost and expense; (c) a copy of the existing ALTA as-built survey of the Property, if any, in Seller's possession (the "SURVEY"); (d) a copy of the existing "Phase I" environmental assessment of the Property, if any, in Seller's possession; (e) complete copies of the Ground Lease and the Jared's Lease; (f) current operating budget, if any, in Seller's possession; (g) historical financial information, if any, in Seller's possession; and (h) building plans, specifications and warranties, if any in Seller's possession. Purchaser shall acknowledge in writing its receipt of each Due Diligence Items”)Item and immediately deliver such acknowledgement to Seller. The Within five (5) business days after the Effective Date, Purchaser shall notify Seller in writing in the event that Purchaser has not yet received any Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 Item (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by which notice shall specify any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part of the “Due Diligence Items”, and in response to Buyer’s request which Item not yet received) or Purchaser shall be deemed to have been made on the date hereof, on or before the end received all of the Due Diligence PeriodItems. Purchaser acknowledges and agrees that except for such items which are in the public records, Seller will deliver to Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, proprietary and confidential in nature and have been or otherwise become will be made available to, either Seller (or either Seller becomes aware to Purchaser solely to assist Purchaser in determining the feasibility of any changes purchasing the Property. Purchaser agrees not to disclose the Due Diligence Items previously provided or any of the provisions, terms or conditions thereof to Buyerany party outside of Purchaser's organization except: (i) to Purchaser's accountants, attorneys, lenders, prospective lenders, investors and/or prospective investors (collectively, the "PERMITTED OUTSIDE PARTIES") in connection with the transactions contemplated by this Agreement, or Buyer requests (ii) as may be required by law. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Items to assist Purchaser, Seller has not waived any additional privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser. At such time as this Agreement is terminated for any reason other than Seller's default, Purchaser shall return to Seller all of the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items, along with copies of any and all reports, tests or studies relating to the Property that Purchaser has obtained. In the event this Agreement is terminated as a result of Seller's default, Purchaser shall return all the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items, except for copies of such Due Diligence Items that are directly related to or evidence such Seller default. Purchaser's obligations under this Section 4 shall promptly deliver survive the termination of this Agreement. Purchaser acknowledges that most of the Due Diligence Items were prepared by third parties other than Seller and in most instances, were prepared prior to Seller's ownership of the Property. Purchaser further acknowledges and agrees that except as specifically set forth herein: (i) neither Seller nor any of its partners, agents, employees or otherwise make such contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof and Purchaser has not relied on the truth or completeness of the Due Diligence Items; and (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items and is providing the Due Diligence Items or making the Due Diligence Items available to Buyer its agents or representatives and its prospective capital partnersPurchaser solely as an accommodation to Purchaser.

Due Diligence Items. Promptly Within three (3) business days (unless otherwise provided) after Buyer deposits the Initial Effective Date, and at its sole cost and expense, Seller shall furnish (to the extent in its possession) or cause the Broker to furnish to Purchaser the following items (collectively, the "DUE DILIGENCE ITEMS"): A. Within fourteen (14) days after the Effective Date, and provided Purchaser has delivered to Seller evidence that the initial $100,000.00 of the Deposit with Escrow Holder (has been tendered to the “Delivery Date”)Title Company, Seller shall provide Buyer, its agents or representatives and its prospective capital partners commitments for owner's policies of title insurance on the Project (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”"TITLE COMMITMENTS", and individually, each a "TITLE COMMITMENT"), licensing reportseach of which shall (i) be issued by Title Company in favor of Purchaser, complaint letters(ii) provide for aggregate coverage in an amount equal to the Purchase Price, appeals (iii) show the state and quality of licensing reportstitle to the Property together with all liens, letters of correction of deficienciesencumbrances and other charges and items affecting the Property, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, and (iv) be accompanied by legible copies of any pending appeals filed all documents referenced in the Title Commitments. Any endorsements to the Title Commitments shall be obtained by either Seller in response to any DSS licensing/survey reportsPurchaser at Purchaser's sole cost and expense; B. copies of the existing ALTA as-built surveys of the Land (collectively, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSSthe "SURVEYS", and DSS Accusationsindividually, each a "SURVEY"). In addition, and as part during the Inspection Period, Seller will deliver updated versions of the “Surveys to Purchaser, the costs of such updated Surveys to be paid for by Purchaser; C. copies of the existing "Phase I" environmental assessments of the Project. In addition, during the Inspection Period, Seller will deliver updated versions of the environmental assessments to Purchaser, the costs of such updated environmental assessments to be paid for by Purchaser; D. copies of certificates of insurance provided by each Tenant; E. certificates of occupancy for the Properties located in Mt. Vernon, IL, Plano, TX, San Antonio, TX, Virginia Beach, VA, Hurst, TX axx Xxxomb, MI; and F. complete copies of the Leases, along with any Guaranty. Purchaser shall acknowledge in writing its receipt of each Due Diligence Items”Item and immediately deliver such acknowledgement to Seller. Within fourteen (14) days after the Effective Date, and Purchaser shall notify Seller in response to Buyer’s request writing in the event that Purchaser has not yet received any Due Diligence Item (which notice shall specify any Due Diligence Item not yet received) or Purchaser shall be deemed to have been made on the date hereof, on or before the end received all of the Due Diligence PeriodItems. Purchaser acknowledges and agrees that except for such items which are in the public records, Seller will deliver to Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, proprietary and confidential in nature and have been or otherwise become will be made available to, either Seller (or either Seller becomes aware to Purchaser solely to assist Purchaser in determining the feasibility of any changes purchasing the Property. Purchaser agrees not to disclose the Due Diligence Items previously provided or any of the provisions, terms or conditions thereof to Buyerany party outside of Purchaser's organization except: (i) to Purchaser's accountants, attorneys, lenders, prospective lenders, investors and/or prospective investors (collectively, the "PERMITTED OUTSIDE PARTIES") in connection with the transactions contemplated by this Agreement, or Buyer requests (ii) as may be required by law. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Items to assist Purchaser, Seller has not waived any additional privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser. At such time as this Agreement is terminated for any reason other than Seller's default, Purchaser shall return to Seller all of the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items, along with copies of any and all reports, tests or studies relating to the Property that Purchaser has obtained. In the event this Agreement is terminated as a result of Seller's default, Purchaser shall return all the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items, except for copies of such Due Diligence Items that are directly related to or evidence such Seller default. Purchaser's obligations under this Section 4 shall promptly deliver survive the termination of this Agreement. Purchaser acknowledges that most of the Due Diligence Items were prepared by third parties other than Seller and in most instances, were prepared prior to Seller's ownership of the Property. Purchaser further acknowledges and agrees that except as specifically set forth herein: (i) neither Seller nor any of its partners, agents, employees or otherwise make such contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof and Purchaser has not relied on the truth or completeness of the Due Diligence Items; and (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items and is providing the Due Diligence Items or making the Due Diligence Items available to Buyer its agents or representatives and its prospective capital partnersPurchaser solely as an accommodation to Purchaser. 5. CONDITIONS PRECEDENT.

Due Diligence Items. Promptly Within three (3) business days (unless otherwise provided) after Buyer deposits the Initial Effective Date, and at its sole cost and expense, Seller shall furnish (to the extent in its possession) or cause the Broker to furnish to Purchaser the following items (collectively, the "DUE DILIGENCE ITEMS"): A. Within fourteen (14) days after the Effective Date, and provided Purchaser has delivered to Seller evidence that the initial $100,000.00 of the Deposit with Escrow Holder (has been tendered to the “Delivery Date”)Title Company, Seller shall provide Buyer, its agents or representatives and its prospective capital partners commitments for owner's policies of title insurance on the Project (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”"TITLE COMMITMENTS", and individually, each a "TITLE COMMITMENT"), licensing reportseach of which shall (i) be issued by Title Company in favor of Purchaser, complaint letters(ii) provide for aggregate coverage in an amount equal to the Purchase Price, appeals (iii) show the state and quality of licensing reportstitle to the Property together with all liens, letters of correction of deficienciesencumbrances and other charges and items affecting the Property, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, and (iv) be accompanied by legible copies of any pending appeals filed all documents referenced in the Title Commitments. Any endorsements to the Title Commitments shall be obtained by either Seller in response to any DSS licensing/survey reportsPurchaser at Purchaser's sole cost and expense; B. copies of the existing ALTA as-built surveys of the Land (collectively, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSSthe "SURVEYS", and DSS Accusationsindividually, each a "SURVEY"). In addition, and as part during the Inspection Period, Seller will deliver updated versions of the “Surveys to Purchaser, the costs of such updated Surveys to be paid for by Purchaser; C. copies of the existing "Phase I" environmental assessments of the Project. In addition, during the Inspection Period, Seller will deliver updated versions of the environmental assessments to Purchaser, the costs of such updated environmental assessments to be paid for by Purchaser; D. copies of certificates of insurance provided by each Tenant; E. certificates of occupancy for the Properties located in Mt. Xxxxxx, IL, Plano, TX, San Antonio, TX, Virginia Beach, VA, Hurst, TX and Macomb, MI; and F. complete copies of the Leases, along with any Guaranty. 3 <PAGE> Purchaser shall acknowledge in writing its receipt of each Due Diligence Items”Item and immediately deliver such acknowledgement to Seller. Within fourteen (14) days after the Effective Date, and Purchaser shall notify Seller in response to Buyer’s request writing in the event that Purchaser has not yet received any Due Diligence Item (which notice shall specify any Due Diligence Item not yet received) or Purchaser shall be deemed to have been made on the date hereof, on or before the end received all of the Due Diligence PeriodItems. Purchaser acknowledges and agrees that except for such items which are in the public records, Seller will deliver to Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, proprietary and confidential in nature and have been or otherwise become will be made available to, either Seller (or either Seller becomes aware to Purchaser solely to assist Purchaser in determining the feasibility of any changes purchasing the Property. Purchaser agrees not to disclose the Due Diligence Items previously provided or any of the provisions, terms or conditions thereof to Buyerany party outside of Purchaser's organization except: (i) to Purchaser's accountants, attorneys, lenders, prospective lenders, investors and/or prospective investors (collectively, the "PERMITTED OUTSIDE PARTIES") in connection with the transactions contemplated by this Agreement, or Buyer requests (ii) as may be required by law. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Items to assist Purchaser, Seller has not waived any additional privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser. At such time as this Agreement is terminated for any reason other than Seller's default, Purchaser shall return to Seller all of the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items, along with copies of any and all reports, tests or studies relating to the Property that Purchaser has obtained. In the event this Agreement is terminated as a result of Seller's default, Purchaser shall return all the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items, except for copies of such Due Diligence Items that are directly related to or evidence such Seller default. Purchaser's obligations under this Section 4 shall promptly deliver survive the termination of this Agreement. Purchaser acknowledges that most of the Due Diligence Items were prepared by third parties other than Seller and in most instances, were prepared prior to Seller's ownership of the Property. Purchaser further acknowledges and agrees that except as specifically set forth herein: (i) neither Seller nor any of its partners, agents, employees or otherwise make such contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof and Purchaser has not relied on the truth or completeness of the Due Diligence Items; and (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items and is providing the Due Diligence Items or making the Due Diligence Items available to Buyer its agents or representatives and its prospective capital partners.Purchaser solely as an accommodation to Purchaser. 5. CONDITIONS PRECEDENT. A.

Due Diligence Items. Promptly Within three (3) business days (unless otherwise provided) after Buyer deposits the Initial Effective Date, and at its sole cost and expense, Seller shall furnish (to the extent in its possession) or cause the Broker to furnish to Purchaser the following items (collectively, the "DUE DILIGENCE ITEMS"): A. Within fourteen (14) days after the Effective Date, and provided Purchaser has delivered to Seller evidence that the initial $100,000.00 of the Deposit with Escrow Holder (has been tendered to the “Delivery Date”)Title Company, Seller shall provide Buyer, its agents or representatives and its prospective capital partners commitments for owner's policies of title insurance on the Project (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”"TITLE COMMITMENTS", and individually, each a "TITLE COMMITMENT"), licensing reportseach of which shall (i) be issued by Title Company in favor of Purchaser, complaint letters(ii) provide for aggregate coverage in an amount equal to the Purchase Price, appeals (iii) show the state and quality of licensing reportstitle to the Property together with all liens, letters of correction of deficienciesencumbrances and other charges and items affecting the Property, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, and (iv) be accompanied by legible copies of any pending appeals filed all documents referenced in the Title Commitments. Any endorsements to the Title Commitments shall be obtained by either Seller in response to any DSS licensing/survey reportsPurchaser at Purchaser's sole cost and expense; B. copies of the existing ALTA as-built surveys of the Land (collectively, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSSthe "SURVEYS", and DSS Accusationsindividually, each a "SURVEY"). In addition, and as part during the Inspection Period, Seller will deliver updated versions of the “Surveys to Purchaser, the costs of such updated Surveys to be paid for by Purchaser; C. copies of the existing "Phase I" environmental assessments of the Project. In addition, during the Inspection Period, Seller will deliver updated versions of the environmental assessments to Purchaser, the costs of such updated environmental assessments to be paid for by Purchaser; D. copies of certificates of insurance provided by each Tenant; E. certificates of occupancy for the Properties located in Bakersfield, CA, College Station, TX (temporary only), Farmington Hills, MI and Trevose, PA; and F. complete copies of the Leases, along with any Guaranty. Purchaser shall acknowledge in writing its receipt of each Due Diligence Items”Item and immediately deliver such acknowledgement to Seller. Within fourteen (14) days after the Effective Date, and Purchaser shall notify Seller in response to Buyer’s request writing in the event that Purchaser has not yet received any Due Diligence Item (which notice shall specify any Due Diligence Item not yet received) or Purchaser shall be deemed to have been made on the date hereof, on or before the end received all of the Due Diligence PeriodItems. Purchaser acknowledges and agrees that except for such items which are in the public records, Seller will deliver to Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, proprietary and confidential in nature and have been or otherwise become will be made available to, either Seller (or either Seller becomes aware to Purchaser solely to assist Purchaser in determining the feasibility of any changes purchasing the Property. Purchaser agrees not to disclose the Due Diligence Items previously provided or any of the provisions, terms or conditions thereof to Buyerany party outside of Purchaser's organization except: (i) to Purchaser's accountants, attorneys, lenders, prospective lenders, investors and/or prospective investors (collectively, the "PERMITTED OUTSIDE PARTIES") in connection with the transactions contemplated by this Agreement, or Buyer requests (ii) as may be required by law. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Items to assist Purchaser, Seller has not waived any additional privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser. At such time as this Agreement is terminated for any reason other than Seller's default, Purchaser shall return to Seller all of the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items, along with copies of any and all reports, tests or studies relating to the Property that Purchaser has obtained. In the event this Agreement is terminated as a result of Seller's default, Purchaser shall return all the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items, except for copies of such Due Diligence Items that are directly related to or evidence such Seller default. Purchaser's obligations under this Section 4 shall promptly deliver survive the termination of this Agreement. Purchaser acknowledges that most of the Due Diligence Items were prepared by third parties other than Seller and in most instances, were prepared prior to Seller's ownership of the Property. Purchaser further acknowledges and agrees that except as specifically set forth herein: (i) neither Seller nor any of its partners, agents, employees or otherwise make such contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof and Purchaser has not relied on the truth or completeness of the Due Diligence Items; and (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items and is providing the Due Diligence Items or making the Due Diligence Items available to Buyer its agents or representatives and its prospective capital partnersPurchaser solely as an accommodation to Purchaser. 5. CONDITIONS PRECEDENT.

Due Diligence Items. Promptly after Buyer deposits Within five (5) days of the Initial Deposit with Escrow Holder (the “Delivery Effective Date”), and at its sole cost and expense, Seller shall provide Buyerfurnish or cause the Broker to furnish to Purchaser the following items (collectively, its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”)"): (a) a copy of a preliminary commitment for an owner’s policy of title insurance on the Project. The Due Diligence Items include, without limitation, Seller shall provide a commitment for an owner’s policy of title insurance on the rent rolls attached hereto as Schedule 4.1 Project (the “Rent Roll”Title Commitment"), a detailed delinquency report which shall (“Delinquency Report”), existing licenses and permits i) be issued by any Governmental Authority Title Company without so called “Standard Exceptions”, (as defined belowii) which are held by either Seller or by any affiliate show the state and quality of either Seller for the benefit of Seller with respect title to the CommunityProperty together with all liens, collectivelyencumbrances and other charges and items affecting the Property; and (iii) be accompanied by legible copies of all documents referenced in the Title Commitment. As a condition of and concurrently with the Closing, at Seller’s sole cost and expense, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response Title Commitment shall be later dated to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSScover the Closing, and DSS Accusations. In addition, and as part the Title Company shall deliver to Purchaser an owner’s title insurance policy (or mxxx-up of the “Due Diligence Items”, and Title Commitment) in response to Buyer’s request which shall be deemed to have been made on the date hereof, on or before the end amount of the Due Diligence PeriodPurchase Price, Seller will deliver subject to Buyer an electronic demographics file including the information and data described on Exhibit G Permitted Exceptions (the “Employee Data File”Title Policy"), insuring Purchaser’s fee interest in and to the Property and containing the “Required Endorsements” (defined below). In addition“Required Endorsements” means access, survey, tax parcel, contiguity (where relevant), 3.1 with parking, subdivision and owner’s comprehensive. The Required Endorsements and other endorsement requirements requested by Purchaser (other than extended coverage and any endorsements by which Seller agrees that, is curing Title Defects or New Defects pursuant to the extent additional Due Diligence Items are discovered by, or otherwise become available to, either Seller (or either Seller becomes aware of any changes to the Due Diligence Items previously provided to BuyerSection 5) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partners.be paid for solely by Purchaser;

Due Diligence Items. Promptly after Buyer deposits shall review for approval all Due Diligence Items (as defined below) within the Initial Deposit with Escrow Holder Due Diligence Period. Within five (5) business days following the “Delivery Effective Date”), Seller Sellers shall provide make available to Buyer, its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure Buyer’s review, electronic copies of information and materials of this nature) with access to an online data room containing the materials items listed on Exhibit F for the Property B attached hereto and incorporated herein by this reference (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Notwithstanding the foregoing, the Due Diligence Items will not include, and no Seller has any duty to provide or disclose to Buyer, the following: (a) anything that would disclose a Seller’s cost of acquisition of any Constituent Property or the cost (including soft costs) of construction of any improvements on any Constituent Property, any estimates of costs to repair, replace, remediate or maintain each Constituent Property, or any prospective capital budgets for any Constituent Property; (b) those reports, presentations, summaries and the like prepared by or for a Seller (except for such documents and materials set forth on Exhibit B-1 through B-7, inclusive) in connection with its consideration of the acquisition of any Constituent Property or construction of the improvements, including without limitation, some historical environmental reports and the rent rolls attached hereto as Schedule 4.1 property conditions inspection reports; (c) any proposals, letters of intent, draft contracts or the “Rent Roll”)like prepared by or for other prospective purchasers of any Constituent Property or any part thereof; (d) a Seller’s internal memoranda, attorney-client privileged materials, and internal and external appraisals; (e) any information which is the subject of a detailed delinquency report written confidentiality agreement between a Seller and a third party; (“Delinquency Report”)f) organizational, existing licenses financial and permits issued by any Governmental Authority (as defined below) which are held by either other documents relating to a Seller or its affiliates; or (g) any intellectual property or other proprietary information of a Seller. Upon the termination of this Agreement prior to the Close of Escrow, Buyer shall return to Sellers all Due Diligence Items relating to the Properties together with copies of any final tests or studies prepared by any affiliate or on behalf of either Seller for the benefit of Seller Buyer with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of Properties; such delivery to be without any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference warranty or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part of the “Due Diligence Items”, and in response to representation on Buyer’s request which shall be deemed to have been made on the date hereof, on or before the end of the Due Diligence Period, Seller will deliver to part; except that Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, may retain copies for its files to the extent additional Due Diligence Items are discovered by, or otherwise become available to, either Seller (or either Seller becomes aware of any changes it is legally obligated to the Due Diligence Items previously provided to Buyer) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partnersdo so for compliance purposes.

Due Diligence Items. Promptly after Buyer deposits Within five (5) days of the Initial Deposit with Escrow Holder (the “Delivery Effective Date”), and at its sole cost and expense, Seller shall provide Buyerfurnish to Purchaser the following items (collectively, the "Due Diligence Items"): (a) a copy of the owners policy of title insurance issued to the Seller upon its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into acquisition of the Property. As soon as possible following the Effective Date, Purchaser will order a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary preliminary commitment for disclosure an owner's policy of information and materials of this nature) with access to an online data room containing the materials listed title insurance on Exhibit F for the Property (the "Title Commitment"), which shall (i) be issued by Title Company in favor of Purchaser, (ii) be dated after the Effective Date, (iii) show the state and quality of title to the Property together with all liens, encumbrances and other charges and items affecting the Property; and (iv) be accompanied by legible copies of all documents referenced in the Title Commitment. A copy of the Title Commitment shall be provided to Seller when received; (b) a copy of the existing ALTA as-built surveys of the Land, if any, in Seller's possession ; (c) a copy of the existing "Phase I" environmental assessments of the Property, if any, in Seller's possession; (d) a complete copy of the Real Estate Lease, as more fully described on Exhibit Famended, collectively the “Due Diligence Items”). The Due Diligence Items includealong with any guaranties thereof, including without limitation, the rent rolls Guaranty; (e) the completed and executed Questionnaire attached hereto as Schedule 4.1 Exhibit H; and (f) Tenant's financial statements, if any currently in Seller's possession. Purchaser shall have the “Rent Roll”right, prior to the expiration of the Inspection Period, to cause the survey to be updated and/or recertified to Purchaser (as updated and recertified, the "Survey"), initially at its sole cost and expense. Seller agrees to reimburse Purchaser for one-half of the cost of said update and/or recertification at Closing, or if Closing does not occur as a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued result of Seller's default. In no event shall Seller be responsible for any costs associated with revisions to the Survey or modifications of the form provided which may be required by any Governmental Authority (as defined below) which are held by either lender or any other third party. If Seller does not have possession or by any affiliate of either Seller control of, or fails to deliver the Phase I environmental assessment, or if such environmental report is delivered and Purchaser, in its sole discretion requires an update thereof, Purchaser shall order a current complete Phase I environmental investigation report for the benefit of Seller Property, and, if deemed necessary by Purchaser, in its sole discretion, Purchaser may order a Phase II environmental report with respect to the CommunityProperty (each, collectively, the “Licenses”an "Environmental Report"), licensing reportsfrom one or more environmental inspection companies selected by Purchaser, complaint lettersdetailing and analyzing certain aspects of the Property. The costs of the Environmental Reports shall be split 50/50 between Seller and Purchaser. Purchaser, appeals in its sole discretion, may order a current site inspection and valuation of licensing reportsthe Property from a party selected by Purchaser (a "Valuation"). The costs of the Valuation shall be split 50/50 between Seller and Purchaser. Purchaser shall promptly deliver to Seller written acknowledgement of Purchaser's receipt of each Due Diligence Item. Within seven (7) business days after the Effective Date , letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Purchaser shall notify Seller in response to writing in the event that Purchaser has not yet received any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part of the “Due Diligence Items”Item (which notice shall specify any Due Diligence Item not yet received); otherwise, and in response to Buyer’s request which Purchaser shall be deemed to have been made on the date hereof, on or before the end received all of the Due Diligence PeriodItems. Purchaser acknowledges and agrees that except for such items which are in the public records, Seller will deliver to Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, proprietary and confidential in nature and have been or otherwise become will be made available to, either Seller (or either Seller becomes aware to Purchaser solely to assist Purchaser in determining the feasibility of any changes purchasing the Property. Purchaser agrees not to disclose the Due Diligence Items previously provided or any of the provisions, terms or conditions thereof to Buyerany party outside of Purchaser's organization, prior to Closing, except: (i) to Purchaser's accountants, attorneys, lenders, prospective lenders, investors, prospective investors and/or underwriters (collectively, the "Permitted Outside Parties") in connection with the transaction contemplated by this Agreement, or Buyer requests (ii) as may be required by law. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Items to assist Purchaser, Seller has not waived any additional privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser. Purchaser shall return to Seller all of the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items at such time as this Agreement is terminated for any reason other than Seller's default. In the event this Agreement is terminated as a result of Seller's default, Purchaser shall return all the Due Diligence Items and any and all copies Purchaser has made of the Due Diligence Items, except for copies of such Due Diligence Items that are directly related to or evidence such Seller default. Purchaser's obligations under this Section 4 shall promptly deliver survive the termination of this Agreement. Purchaser acknowledges that most of the Due Diligence Items were prepared by third parties other than Seller and in most instances, were prepared prior to Seller's ownership of the Property. Purchaser further acknowledges and agrees that except as specifically set forth herein: (i) neither Seller nor any of its partners, agents, employees or otherwise make such contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof and Purchaser has not relied on the truth or completeness of the Due Diligence Items, and (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items and is providing the Due Diligence Items or making the Due Diligence Items available to Buyer its agents or representatives and its prospective capital partnersPurchaser solely as an accommodation to Purchaser.

Due Diligence Items. Promptly Within ten (10) Business Days after Buyer deposits the Initial Deposit with Escrow Holder (the “Delivery Date”), Effective Date Seller shall provide Buyermake available to Purchaser, its agents via DropBox or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an other mutually acceptable online data room containing sharing portal, copies of the materials listed set forth on Exhibit F for the Property 4 attached hereto (as more fully described on Exhibit F, collectively the “Due Diligence Items”), to the extent such items are in Seller’s possession or reasonable control. The Seller shall provide Purchaser with confirmation of when all Due Diligence Items includeare available to Purchaser, and if Seller is late in providing such confirmation, then the Due Diligence Period will be extended by the same number of days that Seller is late in effecting such notice. If it is determined that Seller has omitted any material Due Diligence Item from the materials provided, Purchaser shall be provided with a reasonable extension of the Due Diligence Period as may be needed to allow Purchaser an opportunity to assess such omitted diligence material. In addition, with respect to such delay, to the extent that Buyer is reasonably delayed in completing its due diligence assessment of the Property on account of such missing materials (such that its due diligence investigation of the Property could not reasonably be completed during the Due Diligence Period on account of such omission), then in such instance Purchaser shall not be required pay the Extension Deposit defined below in Section 5 any earlier than the initial Due Diligence Period, plus whatever extensions that Seller is required to make pursuant to this Section 4. Purchaser acknowledges and understands that, except as may be expressly set forth in this Agreement, Seller makes no representation or warranty whatsoever, express or implied, regarding the Property or the accuracy or completeness of any information or documents provided to Purchaser regarding the Property, including, without limitation, regarding any hazards or dangers found at the rent rolls attached hereto Property. Purchaser acknowledges and agrees that, except as Schedule 4.1 may be expressly set forth in this Agreement, all materials, data and information delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser. Without limiting the generality of the foregoing provisions, Purchaser acknowledges and agrees that, except as may be expressly set forth in this Agreement, (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by i) any Governmental Authority (as defined below) which are held by either Seller reports or by any affiliate of either Seller for the benefit of Seller other information with respect to the CommunityProperty which are delivered or otherwise made available by Seller to Purchaser shall be for general informational purposes only, collectively(ii) Purchaser shall not have any right to rely on any such reports and/or information delivered or otherwise made available by Seller to Purchaser, but rather will rely on its own inspections and investigations of the “Licenses”)Property and any reports commissioned by Purchaser with respect thereto, licensing reports, complaint letters, appeals (iii) Purchaser shall not have any right to rely on any statements made by a representative of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSSSeller, and DSS Accusations. In addition, and as part (iv) neither any affiliate of Seller nor the “Due Diligence Items”, and in response to Buyer’s request person or entity which shall be deemed to have been made on the date hereof, on or before the end of the Due Diligence Period, Seller will deliver to Buyer an electronic demographics file including the prepared any such reports and/or information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, delivered or otherwise become made available to, either by Seller (to Purchaser shall have any liability to Purchaser for any inaccuracy in or either Seller becomes aware of omission from any changes to the Due Diligence Items previously provided to Buyer) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partnersreports and/or information.

Due Diligence Items. Promptly after Buyer deposits Prior to the Initial Deposit with Escrow Holder (the “Delivery Effective Date”), Seller shall provide Buyer, its agents or representatives has delivered and its prospective capital partners (provided that Buyer agrees to enter into Purchaser has received a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure copy of information and materials of this nature) with access to an online data room containing the materials listed items identified on Exhibit F for the Property (as more fully described on Exhibit EXHIBIT "F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls " attached hereto as Schedule 4.1 and made a part hereof (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”"DUE DILIGENCE ITEMS"), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part of At all times during the “Due Diligence Items”, and in response to Buyer’s request which shall be deemed to have been made on the date hereof, on or before the end of the Due Diligence Inspection Period, Seller will deliver make available to Buyer an electronic demographics file including Purchaser (either at the information Property, at the offices of Seller, or at such other reasonable location as Seller may designate in writing) the following items (to the extent the same are in Seller's possession and data control): (i) plans and specifications for the Improvements, and (ii) guarantees and warranties which Seller has received from any contractor pertaining to the Improvements. Seller warrants that such materials will be true, complete, and correct in all material respects. SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF SUCH REPORTS AND SELLER WILL HAVE NO OBLIGATION TO UPDATE ANY SUCH REPORTS. If Purchaser does not purchase the Property pursuant to this Agreement, Purchaser must return all items described on Exhibit G in this SECTION 11.1(d) promptly to Seller after delivery of a written request for same from Seller as provided in SECTION 6.1 hereof. Seller hereby (1) agrees to use good faith efforts to cause the “Employee Data File”). In additionobligor under the current existing roof warranty for the Improvements to acknowledge the assignment and transfer of all of Seller's right, Seller agrees thattitle and interest under such roof warranty to Purchaser at Closing as a part of the Contracts hereunder, to the extent additional Due Diligence Items are discovered by, or otherwise become available to, such acknowledgement is required thereunder for either the validity of the assignment and/or the validity of the warranty itself pursuant to the terms thereof (such good faith efforts to include the payment by Seller (or either Seller becomes aware of any changes nominal assignment fees owing under the applicable warranty documentation and the payment by Seller of any amounts owing for roof work necessary to cause the Due Diligence Items previously provided roof warranty to Buyerbe valid under the applicable warranty documentation, not to exceed $2,500 in the aggregate) or Buyer requests and (2) authorizes Purchaser to contact the obligor under Seller's roof warranty for the Improvements in connection with the assignment of Seller's interest under same to Purchaser at Closing as a part of the Contracts hereunder. Purchaser's obligation to return such items to Seller is a condition precedent to Purchaser's right to a return of the Xxxxxxx Money. The provisions of this SECTION 11.1(d) will survive any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partnerstermination of this Agreement.

Due Diligence Items. Promptly after Buyer deposits After Purchaser reviews the Initial Deposit with Escrow Holder documents previously provided by Seller, Purchaser will notify Seller of any of the following items (if any) that are still requested for review by Purchaser (the “Delivery Date”), Seller shall provide Buyer, its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include) and within ten (10) days of written notification from the Purchaser, without limitationSeller shall make available to Purchaser, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”)true, a detailed delinquency report (“Delinquency Report”), existing licenses correct and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, complete copies of any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part of the “such Due Diligence Items”: (1) all structural analyses, engineering reports and condition reports for the Tower, and all environmental reports and NEPA reports relating to the Site; (2) Tenant Leases, easements and licenses presently in response force covering the Tower Assets or any part thereof; (3) the most recent surveys, title commitments, title policies or abstracts of title together with all copies of all documents and instruments (as recorded where applicable) referred to Buyer’s request or identified in the title commitment, title policies or abstracts; (4) the most recent construction, engineering, architectural or other plans or drawings and related site plans, plats and approved drawings pertaining to the construction, ownership or operation of the Tower Assets, as well as zoning permits, variances, building and other permits, which shall be deemed to have been gained or for which Seller has made on application, and the date hereofFCC and FAA applications, on responses, approvals and registration numbers submitted or before received for each Tower; (5) the end most recent real estate and personal property tax bills for each of the Due Diligence PeriodTower Assets; (6) current tenant contact information; the most current accounts receivable listing, Seller will deliver to Buyer an electronic demographics file including aged based on invoice date, by Tower, invoice and tenant; the information most current accounts payable listing, aged based on invoice date, by vendor and data described on Exhibit G (the “Employee Data File”). In additioninvoice, Seller agrees that, and a reconciliation of both reports to the extent additional Due Diligence Items are discovered bygeneral ledger; (7) support for any accounts receivable allowance or reserve in place as of the most recent date, or otherwise become available toby tenant and invoice; (8) cash receipts supporting the most recent month’s collection of rental income, either Seller (or either Seller becomes aware of any changes to the Due Diligence Items previously provided to Buyer) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partners.for each tenant lease; and

Due Diligence Items. Promptly after Buyer deposits the Initial Deposit with Escrow Holder (the “Delivery Date”), Seller shall provide Buyer, its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement provide Buyer with such prospective capital partner reasonably determined by Buyer to be customary the items listed below, if readily available and in Seller’s possession, within Five (5) calendar days following the Effective Date: a. All rental agreements, licenses, management agreements, maintenance or service contracts, insurance policies, commitments, latest tax and assessment bill(s) and other written agreements or notices which affect the Property. Buyer’s Initials Seller’s Initials b. The Tenant’s financials and operating statements for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F property. c. All drawings, specifications, site plans, surveys, engineering studies or soil reports for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller in Seller’s possession or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part control. d. A complete copy of the “Due Diligence Items”Lease, and in response to Buyer’s request which as amended.. Buyer shall be deemed to have been made on the date hereof, on or before the end acknowledge receipt of the Due Diligence PeriodItems in writing. Within Fourteen (14) calendar days after the receipt of documents, buyer shall review and approve each of these items. If Bxxxx fails to approve these items and notifies Seller will deliver of same in writing within Fourteen (14) calendar days of the Effective Date, this Agreement shall be rendered null and void, Buyer and Seller shall have no further obligations under this Agreement, except as otherwise noted, and all Deposits shall be returned to Buyer. Absent such notification to Seller by Bxxxx, Buyer an electronic demographics file including the information shall be presumed to have satisfied this contingency. Bxxxx acknowledges and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to except for such items which are in the extent additional public records, the Due Diligence Items are discovered byproprietary and confidential in nature and have been and/or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Bxxxx agrees not to disclose the Due Diligence Items, or otherwise become available toany of the provisions, either Seller terms or conditions thereof to any party outside of Buyer’s organization except: (i) to Buyer’s accountants, attorneys, lenders, prospective lenders, environmental consultants, investors and/or prospective investors (collectively, “Permitted Outside Parties”) in connection with the transactions contemplated by this Agreement, or either Seller becomes aware (ii) as may be required by law. Buyer shall take such actions as are necessary so as to ensure that the Permitted Outside Parties also protect the confidential nature of any changes to the Due Diligence Items previously provided to Buyer) or the same extent as Buyer requests any additional is obligated to do so hereunder. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits of any kind, either expressed or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer on its own behalf and on behalf of the Permitted Outside Parties. Buyer shall promptly deliver return to Seller all of the Due Diligence Items (including all copies Buyer has made of the Due Diligence Items) at such time as this Agreement is terminated for any reason. Buyer’s obligations under this Section 8 shall survive the termination of this Agreement. Bxxxx acknowledges that most of the Due Diligence Items were prepared by third parties and, in some instances, may have been prepared prior to Seller’s ownership of the Property. Bxxxx further acknowledges and agrees that, except as specifically set forth herein: (i) neither Seller nor any of its directors, officers, partners, members, agents, employees or otherwise contractors have made any warranty or representation regarding the truth, accuracy or completeness of the Due Diligence Items or the sources thereof, (ii) Seller has not undertaken any independent investigation as to the truth, accuracy and completeness of the Due Diligence Items, (iii) neither Seller nor any director, partner, member, officer, employee or agent acting on Seller’s behalf is authorized to make such any representations or warranties of whatsoever kind or nature regarding either the truth, accuracy or completeness of the Due Diligence Items or the Property (other than as described herein) and (iv) Seller is providing the Due Diligence Items to Buyer (or making the Due Diligence Items available to Buyer its agents or representatives Buyer) solely as an accommodation to Buyer. Bxxxx further acknowledges and its prospective capital partners.agrees that Bxxxx shall be solely responsible for reviewing, analyzing and determining the truth, completeness, accuracy and adequacy of the Due Diligence Items. Buyer’s Initials Seller’s Initials

Due Diligence Items. Promptly after Buyer deposits Without in any way limiting the Initial Deposit with Escrow Holder (scope of the “Delivery Date”)due diligence review by Purchasers, Seller shall deliver to Purchasers the following: (a) Within fifteen (15) days after the Effective Date, at Seller's sole cost and expense, the following: (i) A Uniform Commercial Code search which reflects that any portion of the Assets which constitutes personal property or fixtures is free from any security interest other than security interests which shall be removed at or prior to Closing which the Seller undertakes to do and acceptable proof of such interests having been cleared will be delivered to the Purchaser at or prior to the Closing; (ii) A complete inventory of all tangible personal property owned or leased by Seller and used in connection with the Facilities; (iii) Copies of any reports or other correspondence related to the condition of property utilized in respect of the business carried on by the Facilities (iv) To the extent that they are in Seller's possession, copies of all certificates of occupancy and other governmental licenses or approvals relating to any portion of the Facilities but in any case Seller shall provide Buyer, its agents or representatives copies of all government licenses and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F approval which are required for the Property (as more fully described on Exhibit F, collectively operation of the “Due Diligence Items”). The Due Diligence Items includeUtilities including, without limitation, the rent rolls attached hereto as Schedule 4.1 CCN, water use, well and discharge permits; (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined belowv) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies Copies of any pending appeals filed by either Seller in response service records or bills for repairs to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part of the “Due Diligence Items”Facilities for the prior three (3) years; (vi) Copies of all warranties relating to the Facilities; (vii) Unaudited operating financial statements for the Facilities for 12 month calendar years ended December 31, 2002 and December 31,2003 and for the six month period ending June 30, 2004; and (viii) Copies of the most recent rate cases submitted by each of the respective Utilities, correspondence related thereto and sufficient backup documentation to substantiate the rate base purported therein and backup documentation in response respect of any additions or deletions to Buyer’s request which shall be deemed to have been made on such rate base since the date hereofthereof or in the case of unregulated utilities, on or before sufficient backup documentation to support the end book value amount represented as the value of the Due Diligence PeriodAssets used at the respective Utility. (b) Within twenty (20) days after the Effective Date, Seller will deliver to Buyer an electronic demographics file including the information true, correct and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, complete copies of all Operating Agreements pertaining to the extent additional Due Diligence Items are discovered byAssets and the Facilities. (c) Within thirty (30) days after the Effective Date, or otherwise become available to, either Seller (or either Seller becomes aware draft Services Agreements in respect of any changes to the Due Diligence Items previously provided to Buyer) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives Utilities for review and its prospective capital partnersnegotiation with the Purchasers.

Due Diligence Items. Promptly after Buyer deposits the Initial Deposit with Escrow Holder (the “Delivery Date”)At Seller's sole cost and expense, Seller shall provide Buyershall, its agents or representatives within five (5) days of the Effective Date, furnish to Purchaser true, correct and its prospective capital partners complete copies of the following items with respect to each Property that are in Seller's possession (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing collectively, the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “"Due Diligence Items”"): (a) any title insurance policy, title insurance commitment or preliminary title report in Seller's possession, including all title exceptions; (b) any survey, plot plan, subdivision plan or site plan in Seller's possession; (c) any documentation regarding the environmental condition of the Property, including, but not limited to, any Phase I or II environmental studies or reports procured by or on behalf of Seller, together with reliance letters from the firms that prepared such Phase I or II environmental studies or reports which reliance letters shall be addressed to Purchaser and Purchaser's lender (it being understood that the reliance letters may be delivered to Purchaser within twenty (20) days of the Effective Date). The Due Diligence Items include; (d) written evidence from the appropriate governmental authority that Seller exists and, without limitationif applicable, is in good standing in its jurisdiction of organization and is qualified to conduct business and is in good standing in the rent rolls attached hereto as Schedule 4.1 jurisdictions in which Seller owns Properties; (e) all contracts to which Seller is or will be a party relating to the Improvements located on each Parcel that will be binding on Purchaser after the Closing; (f) all leases and all amendments thereto, and any agreements conferring rights to use or occupy the Property ; (g) all as-built plans and specifications for all of the Improvements in Seller's possession; (h) all written warranties from third parties relating to the Improvements in Seller's possession (the “Rent Roll”"Warranties"); (i) property condition, engineering and other reports in Seller's possession relating to the condition of the Property; (j) all requested financial information (the "Financial Statements"), a detailed delinquency report including (“Delinquency Report”), existing licenses i) operating statements for each Property for the last three (3) years and permits issued by any Governmental Authority current year to date; and (as defined belowii) which are held by either Seller or by any affiliate of either the audited financial statements for the Seller for the benefit last three (3) years, and current year to date; (k) evidence of Seller with respect existing liability and hazard insurance; (l) certificates of occupancy relating to each Parcel; (m) any soils reports or geotechnical reports in Seller's possession regarding any Property; (n) sources and uses statement setting out the use of the proceeds of this transaction; (o) company and store-level financial projections; and (p) any other documents in Seller's possession reasonably requested by Purchaser relating to the Community, collectively, Property and/or the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of Seller. Seller has no actual knowledge that any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part of the “Due Diligence Items”, and in response to Buyer’s request which shall be deemed to have been made on the date hereof, on documents or before the end of the Due Diligence Period, Seller will deliver to Buyer an electronic demographics file including the written information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, or otherwise become available to, either Seller (or either Seller becomes aware of any changes to the Due Diligence Items previously provided to Buyer) Purchaser by Seller or Buyer requests on its behalf in connection with the transaction is materially inaccurate or incomplete or contains any additional Due Diligence Items, such Seller shall promptly deliver material untrue statements of fact or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partnersomits any material fact.

Due Diligence Items. Promptly after Buyer deposits the Initial Deposit with Escrow Holder (the “Delivery Date”), Seller shall provide Buyer, its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”), all HUD Loan Documents, a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response to any DSS Department licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSSthe Department, and DSS Department Accusations. In addition, and as part of the “Due Diligence Items”, and in response to Buyer’s request which shall be deemed to have been made on the date hereof, on or before the end of the Due Diligence Period, Seller will deliver to Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, or otherwise become available to, either Seller (or either Seller becomes aware of any changes to the Due Diligence Items previously provided to Buyer) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partners.

Due Diligence Items. Promptly after Buyer deposits the Initial Deposit with Escrow Holder (the “Delivery Date”), Seller Agent shall provide Buyer, its agents or representatives also have received and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part approved all of the “Due Diligence Items”, and in response to Buyer’s request which shall be deemed to have been made on the date hereof, following for each Borrower Party on or before Closing Date: (a) for any Borrower Party that is a corporation, a current certificate of good standing and (if applicable), qualification to do business in the end state where the Property is located, together with: (i) its articles of incorporation and all amendments thereof; and (ii) a certified resolution of the Due Diligence Periodboard of directors of Borrower authorizing the consummation of the transactions contemplated hereby and providing for the execution of a written direction of payment if Loan proceeds are to be paid to a person other than Borrower; (b) for any Borrower Party that is a limited liability company, Seller will deliver a current certificate of status issued by the appropriate Governmental Authority, together with the filed and/or recorded Articles of Organization [LLC-1] and the operating agreement and management agreement (if applicable), in each case, including all amendments; (c) if Borrower is organized under the laws of a jurisdiction other than that in which the Property is located, original certificates of qualification to Buyer an electronic demographics file including do business issued by the information applicable Governmental Authority for the State in which the Property is located; (d) one or more opinions of legal counsel selected by Borrower and data described on Exhibit G satisfactory to Agent covering the matters as Agent may reasonably require; (e) original insurance policies or certificates thereof for the “Employee Data File”). In additioninsurance required by Section 8.23 hereof, Seller agrees that, the Security Instrument and the Insurance Agreement; (f) a preliminary title report issued by Title Insurer showing the condition of title to the extent additional Due Diligence Items are discovered byProperty with the Property’s legal description, or otherwise become available toa copy of all documents listed as exceptions to said title report, either Seller and a copy of all documents that evidence the vesting of the ownership of the Property; L’Auberge de Sonoma - 26 - Building Loan Agreement/Disbursement Schedule (or either Seller becomes aware of any changes to the Due Diligence Items previously provided to Buyerg) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partners.Agent’s Proforma Title Policy;

Due Diligence Items. Promptly after Buyer deposits the Initial Deposit with Escrow Holder (the “Delivery Date”), Seller shall provide Buyer, its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”), all HUD Loan Documents, a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response to any DSS Department licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSSthe Department, and DSS Department Accusations. In addition, and as part of the “Due Diligence Items”, and in response to Buyer’s request which shall be deemed to have been made on the date hereof, on or before the end of the Due Diligence Period, Seller will deliver to Buyer an electronic demographics file including the information and 5 data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, or otherwise become available to, either Seller (or either Seller becomes aware of any changes to the Due Diligence Items previously provided to Buyer) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partners. 5.