Common use of Due Diligence Items Clause in Contracts

Due Diligence Items. By executing and delivering this Agreement, Buyer acknowledges and agrees that as of the Effective Date hereof, Seller delivered to Buyer the following: (i) the most recent rent roll statement (the “Rent Roll”) with respect to the Property prepared by Seller, in the form and containing such information as maintained by Seller from time to time; (ii) any title commitments or surveys relating to Property as described in the last sentence of Section 4.1 hereof; (iii) copies of all Contracts (including any Commission Agreements); and (iv) copies of any of the following items pertaining to the Property to the extent they exist and are in Seller’s or Property Manager’s possession: plans and specifications; “as-built” plans and specifications; structural, seismic or geological investigations and/or reports prepared by third parties; environmental investigations and/or reports prepared by third parties; warranties; income and expense statements for the prior three (3) years; current tax xxxx, and the Licenses and Permits (collectively, the “Deliverable Due Diligence Items”). Seller shall also make available to Buyer for inspection at Seller’s primary office, the primary office of the Property Manager or the Property Manager’s on-site office the following: (i) copies of all Leases referenced on the Rent Roll and copies of any subleases or amendments relating thereto and Tenant correspondence in Seller’s possession; (ii) maintenance and renovations records; and (iii) subject to Section 3.2.3 hereof, all other information relating to the operation of the Property (collectively, the “Other Due Diligence Items”). The Deliverable Due Diligence Items and Other Due Diligence Items are all collectively referred to herein as the “Due Diligence Items”.

Due Diligence Items. By executing and delivering this Agreement, Buyer acknowledges and agrees that as of the Effective Date hereof, 4.1 Seller has delivered to Buyer (either by delivery to Buyer or by posting the following: (i) same on the most recent rent roll statement (the “Rent Roll”) with respect Peracon Website and providing Buyer an access code thereto), to the Property prepared by Sellerextent the same are available, in the form and containing such information as maintained by Seller from time to time; (ii) any title commitments or surveys relating to Property as described in the last sentence of Section 4.1 hereof; (iii) copies of all Contracts (including any Commission Agreements); and (iv) copies of any Buyer hereby acknowledges receipt of the following items pertaining to (together with the Property to the extent they exist and are items described in Seller’s or Property Manager’s possession: plans and specifications; “as-built” plans and specifications; structuralSection 4.2, seismic or geological investigations and/or reports prepared by third parties; environmental investigations and/or reports prepared by third parties; warranties; income and expense statements for the prior three (3) years; current tax xxxx, and the Licenses and Permits (collectively, the “Deliverable Due Diligence Items”). Seller shall also make available to Buyer for inspection at Seller’s primary office, the primary office of the Property Manager or the Property Manager’s on-site office the following: (i) copies of all Leases referenced on the Rent Roll and copies of any subleases or amendments relating thereto and Tenant correspondence in Seller’s possession; (ii) maintenance and renovations records; and (iii) subject to Section 3.2.3 hereof, all other information relating to the operation of the Property (collectively, the “Other Due Diligence Items”). The Deliverable Due Diligence Items and Other Due Diligence Items are all collectively referred to herein as the “Due Diligence Items”): 4.1.1 Any existing survey of the Property, in Seller’s possession (the “Survey”); 4.1.2 A current preliminary title report or title commitment (the “Title Report”) for the issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the “Title Documents”); 4.1.3 A list of all Contracts, together with copies of the same; 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for the period of time that Seller owned the Property prior to the current year and, if available, for the current year; 4.1.5 A schedule of all current or pending litigation with respect to the Property or any part, thereof, if any; 4.1.6 Operating statements for Seller’s ownership period and monthly operating statements for the calendar year to date; 4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any. 4.1.8 Copies of the environmental reports listed on Schedule 1 attached hereto and made a part hereof. 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office: 4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any. 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.

Due Diligence Items. By executing and delivering this Agreement, 4.1. Seller shall deliver to Buyer acknowledges and agrees that as of upon the Effective Date hereofthe following items (collectively with the items set forth in Section 4.2 below, the “Due Diligence Items”): 4.1.1. The most recent existing ALTA survey of the Property (as Buyer may elect, at its expense, to have updated, the “Survey”); 4.1.2. A copy of Seller’s existing title policy; 4.1.3. A current preliminary title report or title commitment (the “Title Report”) for the issuance of the Title Policy from the Title Company, together with legible and complete copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the “Title Documents”); 4.1.4. A schedule of all service contracts, Commission Agreements (as defined below) and Existing Management Agreements (as defined below) affecting the Property; 4.1.5. A schedule of all Security Deposits and Non-Cash Security Deposits (as each is defined below) in the possession or control of Seller delivered to Buyer or its affiliates (or the following: agents, representatives and/or employees of Seller or its affiliates); 4.1.6. Copies of all (i) service contracts, warranties, guaranties, maintenance, repair, supply, consulting or other agreements affecting the most recent Property (collectively, the “Contracts”); (ii) lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof (the “Commission Agreements”); and (iii) agreements currently in effect relating to the management and leasing of the Property (the “Existing Management Agreement”, in each case to the extent the same are in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.7. A current certified rent roll statement (the “Rent Roll”) and delinquency report, both dated as near as possible to the Effective Date but in no event more than fifteen (15) days prior to the Effective Date; 4.1.8. Any and all capital expenditure budgets and reports, to the extent the same are in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.9. A schedule of all current or pending litigation with respect to the Property prepared by Selleror any part, thereof, if any; 4.1.10. Copies of any correspondence to or from governmental agencies to the extent the same are in the form possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.11. Copies of unaudited financial statements covering the period of Seller’s ownership of the Property; 4.1.12. Copies of (i) the property tax assessments and containing such information as maintained by Seller from time to time; tax bills for the past three (3) calendar years, (ii) any title commitments or surveys relating to Property as described in the last sentence of Section 4.1 hereof; insurance policies and premiums, (iii) copies of all Contracts (including any Commission Agreements); utility statements and contracts and (iv) operating expense reconciliations and base year calculations with supporting documentation for all Tenants, to the extent the same are in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.13. A copy of Guarantor’s current financial statement; 4.1.14. Copies of any and all Leases (including any and all amendments, riders, licenses, work letters, inducement letters, side letters, indemnity and reimbursement agreements, and similar agreements) and copies of any all guaranties and letters of credit relating thereto or required thereby, all sublease approvals, consents and related agreements and copies of all subleases to the extent the same are in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.15. A schedule of all outstanding Leasing Costs (hereinafter defined); and 4.1.16. An inventory of all Personal Property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any. 4.2. Seller shall make the following items pertaining available for inspection by Buyer during ordinary business hours at Seller’s management office: 4.2.1. All site plans, leasing plans, as-built plans, area calculations, surveys, drawings, plans and specifications (ADA, architectural, engineering, landscaping, interiors, etc.), construction documents, computerized or CAD documents and electronic files, mechanical, engineering, physical inspection, electrical, structural, soils, geotechnical, foundation, seismic and similar reports and/or audits relative to the Property to in the extent they exist possession of Seller or its authorized representatives or agents, if any; 4.2.2. Any and are all documentation which is in Seller’s the possession of Seller or Property Manager’s possession: plans and specifications; “as-built” plans and specifications; structural, seismic its authorized representatives or geological investigations and/or reports prepared by third parties; agents in connection with the environmental investigations and/or reports prepared by third parties; warranties; income and expense statements for the prior three (3) years; current tax xxxx, and the Licenses and Permits (collectively, the “Deliverable Due Diligence Items”). Seller shall also make available to Buyer for inspection at Seller’s primary office, the primary office of the Property Manager or the Property Manager’s on-site office the following: (i) copies of all Leases referenced on the Rent Roll and copies of any subleases or amendments relating thereto and Tenant correspondence in Seller’s possession; (ii) maintenance and renovations records; and (iii) subject to Section 3.2.3 hereof, all other information relating to the operation condition of the Property (collectivelyincluding all Phase I and, if applicable, Phase II assessments and reports, all asbestos, air quality and mold reports and studies and any remediation or monitoring plans); 4.2.3. Copies of any and all certificates of occupancy, permits, governmental entitlements/approvals and similar documents in the “Other Due Diligence Items”)possession of Seller or its authorized representatives or agents; 4.2.4. The Deliverable Due Diligence Items Tenant files, books and Other Due Diligence Items records relating to the ownership and operation of the Property; and 4.2.5. Copies of all maintenance schedules, records or reports relating to the Property. From and after the Effective Date until the Closing, Buyer may reasonably request additional items in connection with its Inspections and Seller shall promptly deliver or make available such additional items to the extent the same are all collectively referred in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates), but such requests during such period shall not operate to herein as extend the “Due Diligence Items”Inspection Period.

Due Diligence Items. By executing and delivering this Agreement, 4.1. Seller shall deliver to Buyer acknowledges and agrees that as of upon the Effective Date hereofthe following items (collectively with the items set forth in Section 4.2 below, the "DUE DILIGENCE ITEMS"): 4.1.1. The most recent existing ALTA survey of the Property (as Buyer may elect, at its expense, to have updated, the "SURVEY"); 4.1.2. A copy of Seller's existing title policy; 4.1.3. A current preliminary title report or title commitment (the "TITLE REPORT") for the issuance of the Title Policy from the Title Company, together with legible and complete copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "TITLE DOCUMENTS"); 4.1.4. A schedule of all service contracts, Commission Agreements (as defined below) and Existing Management Agreements (as defined below) affecting the Property; 4.1.5. A schedule of all Security Deposits and Non-Cash Security Deposits (as each is defined below) in the possession or control of Seller delivered to Buyer or its affiliates (or the following: agents, representatives and/or employees of Seller or its affiliates); 4.1.6. Copies of all (i) the most recent rent roll statement (the “Rent Roll”) with respect to the Property prepared by Sellerservice contracts, in the form and containing such information as maintained by Seller from time to time; (ii) any title commitments warranties, guaranties, maintenance, repair, supply, consulting or surveys relating to Property as described in the last sentence of Section 4.1 hereof; (iii) copies of all Contracts (including any Commission Agreements); and (iv) copies of any of the following items pertaining to the Property to the extent they exist and are in Seller’s or Property Manager’s possession: plans and specifications; “as-built” plans and specifications; structural, seismic or geological investigations and/or reports prepared by third parties; environmental investigations and/or reports prepared by third parties; warranties; income and expense statements for the prior three (3) years; current tax xxxx, and the Licenses and Permits (collectively, the “Deliverable Due Diligence Items”). Seller shall also make available to Buyer for inspection at Seller’s primary office, the primary office of the Property Manager or the Property Manager’s on-site office the following: (i) copies of all Leases referenced on the Rent Roll and copies of any subleases or amendments relating thereto and Tenant correspondence in Seller’s possession; (ii) maintenance and renovations records; and (iii) subject to Section 3.2.3 hereof, all other information relating to the operation of agreements affecting the Property (collectively, the “Other Due Diligence Items”"CONTRACTS"); (ii) lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof (the "COMMISSION AGREEMENTS"); and (iii) agreements currently in effect relating to the management and leasing of the Property (the "EXISTING MANAGEMENT AGREEMENT", in each case to the extent the same are in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.7. A current certified rent roll (the "RENT ROLL") and delinquency report, both dated as near as possible to the Effective Date but in no event more than fifteen (15) days prior to the Effective Date; 4.1.8. Any and all capital expenditure budgets and reports, to the extent the same are in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.9. A schedule of all current or pending litigation with respect to the Property or any part, thereof, if any; 4.1.10. Copies of any correspondence to or from governmental agencies to the extent the same are in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.11. Copies of unaudited financial statements covering the period of Seller's ownership of the Property; 4.1.12. Copies of (i) the property tax assessments and tax bills for the past three (3) calendar years, (ii) insurance policies and premiums, (iii) utility statements and contracts and (iv) operating expense reconciliations and base year calculations with supporting documentation for all Tenants, to the extent the same are in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.13. A copy of Guarantor's current financial statement; 4.1.14. Copies of any and all Leases (including any and all amendments, riders, licenses, work letters, inducement letters, side letters, indemnity and reimbursement agreements, and similar agreements) and copies of all guaranties and letters of credit relating thereto or required thereby, all sublease approvals, consents and related agreements and copies of all subleases to the extent the same are in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates); 4.1.15. A schedule of all outstanding Leasing Costs (hereinafter defined); and 4.1.16. An inventory of all Personal Property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any. 4.2. Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller's management office: 4.2.1. All site plans, leasing plans, as-built plans, area calculations, surveys, drawings, plans and specifications (ADA, architectural, engineering, landscaping, interiors, etc.), construction documents, computerized or CAD documents and electronic files, mechanical, engineering, physical inspection, electrical, structural, soils, geotechnical, foundation, seismic and similar reports and/or audits relative to the Property in the possession of Seller or its authorized representatives or agents, if any; 4.2.2. Any and all documentation which is in the possession of Seller or its authorized representatives or agents in connection with the environmental condition of the Property (including all Phase I and, if applicable, Phase II assessments and reports, all asbestos, air quality and mold reports and studies and any remediation or monitoring plans); 4.2.3. Copies of any and all certificates of occupancy, permits, governmental entitlements/approvals and similar documents in the possession of Seller or its authorized representatives or agents; 4.2.4. The Deliverable Due Diligence Items Tenant files, books and Other Due Diligence Items records relating to the ownership and operation of the Property; and 4.2.5. Copies of all maintenance schedules, records or reports relating to the Property. From and after the Effective Date until the Closing, Buyer may reasonably request additional items in connection with its Inspections and Seller shall promptly deliver or make available such additional items to the extent the same are all collectively referred in the possession or control of Seller or its affiliates (or the agents, representatives and/or employees of Seller or its affiliates), but such requests during such period shall not operate to herein as extend the “Due Diligence Items”Inspection Period.

Due Diligence Items. By executing Buyer shall have the period beginning on the date hereof and delivering ending at 5 p.m. Eastern Standard Time twenty (20) business days after date of this Agreement (the “Due Diligence Period”) to examine the Property and all matters related thereto. Within three (3) business days of the date of this Agreement, Seller shall deliver to Buyer acknowledges and agrees that as each of the Effective Date hereof, Seller following items to the extent not previously delivered to Buyer (the following: “Due Diligence Materials”): (i) a true and correct copy of the most recent rent roll statement Project Management Agreement and all amendments thereto (the “Rent RollPMA”) with Xxxx Enterprises Commercial Group (“Xxxx”); (ii) a true and correct copy of guaranteed maximum price contract and all amendments thereto (the “GMP Contract”) between Xxxx and Tectonics Construction Inc. (the “Contractor”); (iii) soil and geotechnical reports, engineering reports and other contracts or documents of any nature relating to the Property or any portion thereof, as disclosed on Exhibit I (the “Reports”); (iv) the building permit for the Improvements, a zoning letter from the municipality in which the Property is located, and, to the extent in its possession or under its control, all other governmental permits, licenses, entitlements and approvals with respect to the Property prepared by Seller, in the form and containing such information as maintained obtained or held by Seller from time to time; (ii) any title commitments or surveys and relating to the construction, ownership or occupancy of the Property as described in the last sentence of Section 4.1 hereof; or any portion thereof; (iiiv) copies of all Contracts (including any Commission Agreements); and (iv) copies of any of the following items pertaining to the Property to the extent they exist and are in Seller’s or Property Manager’s possession: plans book and specifications; “as-built” plans records which document all sums expended to acquire the Land and specifications; structuralconstruct the Improvements, seismic or geological investigations and/or reports prepared by third parties; environmental investigations and/or reports prepared by third parties; warranties; income including purchase agreements, invoices, bills, draw requests and expense statements for the prior three (3) years; current tax xxxx, and the Licenses and Permits purchase orders (collectively, the “Deliverable Due Diligence ItemsConstruction Funding Records”). Seller shall also make available to Buyer ; and (vi) the plans and specifications for inspection at Seller’s primary office, the primary office of the Property Manager or the Property Manager’s on-site office the following: Improvements (i) copies of all Leases referenced on the Rent Roll and copies of any subleases or amendments relating thereto and Tenant correspondence in Seller’s possession; (ii) maintenance and renovations records; and (iii) subject to Section 3.2.3 hereof, all other information relating to the operation of the Property (collectively, the “Other Due Diligence ItemsPlans and Specifications”). The Deliverable Due Diligence Items and Other Due Diligence Items are all collectively referred to herein as the “Due Diligence Items”.

Due Diligence Items. By executing At Seller's sole cost and delivering this Agreementexpense, Buyer acknowledges and agrees that as Seller shall, within five (5) days of the Effective Date hereofDate, furnish to Purchaser true, correct and complete copies of the following items with respect to each Property (collectively, the "Due Diligence Items") : (a) any title insurance policy or title insurance commitment in Seller's possession, including all title exceptions; (b) any survey, plot plan, subdivision plan or site plan in Seller's possession; (c) summary reports and other documentation in Seller's possession regarding the environmental condition of each Property; (d) written evidence from the appropriate governmental authority that Seller delivered exists and, if applicable, is in good standing in its jurisdiction of organization and is qualified to Buyer conduct business and is in good standing in the following: jurisdictions in which Seller owns Properties; (e) all leases and all amendments thereto, and any agreements conferring rights to use or occupy the Property ; (f) all as-built plans and specifications for all of the Improvements in Seller's possession; (g) all written warranties from third parties relating to the Improvements in Seller's possession (the "Warranties"); (h) property condition, engineering and other reports in Seller's possession relating to the condition of the Property; (i) all reports, including Financial Statements (as defined below) regarding (i) the most recent rent roll statement (the “Rent Roll”) with respect to financial operation of the Property prepared by Seller, in the form and containing such information as maintained by Seller from time to time; (ii) any title commitments or surveys relating to Property as described in for the last sentence of Section 4.1 hereof; (iii) copies of all Contracts (including any Commission Agreements); and (iv) copies of any of the following items pertaining to the Property to the extent they exist and are in Seller’s or Property Manager’s possession: plans and specifications; “as-built” plans and specifications; structural, seismic or geological investigations and/or reports prepared by third parties; environmental investigations and/or reports prepared by third parties; warranties; income and expense statements for the prior three (3) years; current tax xxxx, and the Licenses and Permits (collectively, the “Deliverable Due Diligence Items”). Seller shall also make available to Buyer for inspection at Seller’s primary office, the primary office of the Property Manager or the Property Manager’s on-site office the following: (i) copies of all Leases referenced on the Rent Roll and copies of any subleases or amendments relating thereto and Tenant correspondence in Seller’s possession; (ii) maintenance the financial condition and renovations recordscredit standing of Seller; (j) evidence of existing liability and hazard insurance; (k) certificates of occupancy relating to each Parcel; and provided however that the certificates of occupancy (iiior satisfactory evidence that such certificates of occupancy have been issued) subject for three (3) of the Properties may be delivered at or prior to Section 3.2.3 hereof, all Closing; (l) any soils reports or geotechnical reports in Seller's possession regarding any Property; (m) any other information documents in Seller's possession reasonably requested by Purchaser relating to the operation of Property and/or the Property (collectively, the “Other Due Diligence Items”). The Deliverable Due Diligence Items and Other Due Diligence Items are all collectively referred to herein as the “Due Diligence Items”Seller.

Due Diligence Items. By executing and delivering Within five (5) days after the execution of this Agreement, Buyer acknowledges and agrees that as of the Effective Date hereof, Seller delivered to Buyer the following: (i) the most recent rent roll statement (the “Rent Roll”) with respect to the Property prepared by Seller, in the form and containing such information as maintained by Seller from time to time; (ii) any title commitments or surveys relating to Property as described in the last sentence of Section 4.1 hereof; (iii) copies of all Contracts (including any Commission Agreements); and (iv) copies of any of the following items pertaining to the Property to the extent they exist and are in Seller’s or Property Manager’s possession: plans and specifications; “as-built” plans and specifications; structural, seismic or geological investigations and/or reports prepared by third parties; environmental investigations and/or reports prepared by third parties; warranties; income and expense statements for the prior three (3) years; current tax xxxx, and the Licenses and Permits (collectively, the “Deliverable Due Diligence Items”). Seller shall also make available to Buyer for inspection either at the offices of Seller’s primary officefiduciary agent TDA, the primary office of the Property Manager Inc. (“TDA”), or the Property Manager’s on-site office the following: (i) copies of all Leases referenced on the Rent Roll and copies of any subleases by “Dropbox” or amendments relating thereto and Tenant correspondence in other online access created by Seller or Seller’s possession; (ii) maintenance broker, or at the Property, and renovations records; Seller agrees to continue making available to Buyer during the Due Diligence Period, at a minimum the following documents and (iii) subject to Section 3.2.3 hereofmaterials, all other information relating if in existence and only to the operation of the Property extent in TDA’s possession and control (collectively, the “Other Due Diligence Items”). The Deliverable Due Diligence Items and Other Due Diligence Items are all collectively referred to herein as the “Due Diligence Items”): (i) a copy of all Tenant Leases and a rent roll; (ii) a copy of Service Contracts that cannot be terminated on thirty (30) days’ notice or less (Seller intends to assign to Buyer only those Service Contracts that cannot by their terms be terminated prior to the Closing Date); (iii) current property tax bxxx; (iv) any existing environmental report relating to the Real Property; (v) operating income and expense reports for the Property covering not less than the past two (2) fiscal years and for Q2 of the year 2020; (vi) available historical information regarding the building(s) on the Property, including any as-built plans and specifications, if any; (vii) applicable disclosures required by law, including a standard California natural hazards disclosure report; (viii) Disclosure Statement and Property Information Sheet in the forms attached to this Agreement as Exhibits “H-1” and “H-2” (“Seller Disclosures”); and (ix) such other information relating to the Property as may be specifically requested by Buyer of Seller in writing during the Due Diligence Period and which is in TDA’s possession or control.

Due Diligence Items. By executing and delivering this Agreement, Buyer acknowledges and agrees that as of 4.1 Prior to the Effective Date hereof, Seller has delivered to Buyer the following: (i) the most recent rent roll statement (the “Rent Roll”) with respect to the Property prepared by Seller, in the form and containing such information as maintained by Seller from time to time; (ii) any title commitments or surveys relating to Property as described in the last sentence of Section 4.1 hereof; (iii) copies of all Contracts (including any Commission Agreements); and (iv) copies of any each of the following (together with the items pertaining to the Property to the extent they exist and are described in Seller’s or Property Manager’s possession: plans and specifications; “as-built” plans and specifications; structuralParagraph 4.2, seismic or geological investigations and/or reports prepared by third parties; environmental investigations and/or reports prepared by third parties; warranties; income and expense statements for the prior three (3) years; current tax xxxx, and the Licenses and Permits (collectively, the “Deliverable Due Diligence Items”). Seller shall also make available to Buyer for inspection at Seller’s primary office, the primary office of the Property Manager or the Property Manager’s on-site office the following: (i) copies of all Leases referenced on the Rent Roll and copies of any subleases or amendments relating thereto and Tenant correspondence in Seller’s possession; (ii) maintenance and renovations records; and (iii) subject to Section 3.2.3 hereof, all other information relating to the operation of the Property (collectively, the “Other Due Diligence Items”). The Deliverable Due Diligence Items and Other Due Diligence Items are all collectively referred to herein as the “Due Diligence Items”): 4.1.1 The existing survey of the Property, if any (the “Survey”); 4.1.2 A current preliminary title report or title commitment (the “Title Report”) for the issuance of policy of title insurance to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the “Title Documents”); 4.1.3 A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with copies of the same; 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for each of the two (2) years prior to the current year and, if available, for the current year; 4.1.5 A schedule of all current or pending litigation with respect to the Property or any part, thereof, if any; 4.1.6 Property operating statements for the most recent two calendar years and the current year to date; and 4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any. 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office: 4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any; 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property; and 4.2.3 Any and all other documents reasonably requested by Buyer but only to the extent the same are in Seller’s possession or control.

Due Diligence Items. By executing and delivering this Agreement, Buyer acknowledges and agrees that as of the Effective Date hereof, 4.1 Seller has delivered to Buyer (either by delivery to Buyer or by posting the following: (i) same on the most recent rent roll statement (the “Rent Roll”) with respect Peracon Website and providing Buyer an access code thereto), to the Property prepared by Sellerextent the same are available, in the form and containing such information as maintained by Seller from time to time; (ii) any title commitments or surveys relating to Property as described in the last sentence of Section 4.1 hereof; (iii) copies of all Contracts (including any Commission Agreements); and (iv) copies of any Buyer hereby acknowledges receipt of the following items pertaining to (together with the Property to the extent they exist and are items described in Seller’s or Property Manager’s possession: plans and specifications; “as-built” plans and specifications; structuralSection 4.2, seismic or geological investigations and/or reports prepared by third parties; environmental investigations and/or reports prepared by third parties; warranties; income and expense statements for the prior three (3) years; current tax xxxx, and the Licenses and Permits (collectively, the “Deliverable Due Diligence Items”). Seller shall also make available to Buyer for inspection at Seller’s primary office, the primary office of the Property Manager or the Property Manager’s on-site office the following: (i) copies of all Leases referenced on the Rent Roll and copies of any subleases or amendments relating thereto and Tenant correspondence in Seller’s possession; (ii) maintenance and renovations records; and (iii) subject to Section 3.2.3 hereof, all other information relating to the operation of the Property (collectively, the “Other Due Diligence Items”). The Deliverable Due Diligence Items and Other Due Diligence Items are all collectively referred to herein as the “Due Diligence Items”): 4.1.1 Any existing survey of the Property, in Seller’s possession (the “Survey”); 4.1.2 A current preliminary title report or title commitment (the “Title Report”) sufficient for the issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the “Title Documents”); 4.1.3 A list of all Contracts, together with copies of the same; 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for the period of time that Seller owned the Property prior to the current year and, if available, for the current year; 4.1.5 A schedule of all current or pending litigation with respect to the Property or any part, thereof, if any; 4.1.6 Operating statements for Seller’s ownership period and monthly operating statements for the calendar year to date; 4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any; 4.1.8 Copies of the environmental reports listed on Schedule 2 attached hereto and made a part hereof; 4.1.9 Copies of all minute books or comparable limited liability company records for the Company and Seller; 4.1.10 Copies of the Loan Documents; and 4.1.11 A schedule of the outstanding Reserves of Seller described in Section 7.7(b) of this Agreement as of January 8, 2009, a copy of which is attached hereto as Schedule 4.1.11 hereto.