Common use of Due Diligence Materials Clause in Contracts

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

Due Diligence Materials. Within fifteen (15) days after Xxxxx acknowledges that prior to the Effective Dateexecution of this Agreement, Seller shall deliver Xxxxxx has already delivered to Purchaser Buyer, for its review the following items: a. TrueXxxxx's review, correct, accurate and complete and legible copies of all Business Agreementsdocuments and information in the possession or control of Seller that affect or relate to the Property in any manner whatsoever, Warrantiesprovided such documents are not confidential, Permitsproprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall include, Accreditationswithout limitation, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for to the purposes extent that Seller has any of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. Truewithin its possession or control, correctenvironmental assessments and audits, complete soils reports, geotechnical reports and legible copies of tax statements surveys, all property and boundary surveys, all engineering reports or assessments for studies, lot certifications, all real estate governmental applications and personal property taxes assessed against the Property for the current approvals, governmental entitlements, correspondence to and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to from governmental entities regarding the Property, if any; e. Trueall contracts and correspondence related to or otherwise affecting the Property, correct, complete all plans and legible copies of all instruments evidencing, governing or securing specifications related to the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any Property and all environmental studies or impact reports other reports, studies, maps, tests and other information relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or the otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and operation utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of the Property. Seller may make any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such files available for inspection third parties such Governmental Records and copying by Purchaser at Seller's principal officeother Due Diligence Materials.

Due Diligence Materials. Within fifteen Seller will use reasonable diligence to cause to be delivered to Purchaser or made available to Purchaser at the Property or made available on the due diligence website established by Xxxxxxx & Xxxxxxxxx within five (155) days Business Days after the Effective Date, Seller shall deliver to Purchaser for its review copies of the following items(together with the Purchaser’s 3-14 Audit Documents (as defined below), the “Due Diligence Materials”), to the extent (and only to the extent) that these items are available and in Seller’s actual possession: a. True(i) Copies of Tenant Leases, correct, complete Licenses and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, PermitsGarage Lease, and Engineering Documents shall include all agreementsexisting lease abstracts and files, documentslandlord and tenant correspondence and, subject to the terms of any confidentiality provisions with the tenants under the Tenant Leases, the most recent tenant financial statements in accordance with lease requirements; (ii) All pending leases, lease proposals and letters of intent under negotiation between landlord and prospective tenants; (iii) A list of Tenant Leases and Licenses; (iv) Financial records including (A) current rent roll, (B) operating statements (current/year-to-date and last three (3) calendar years), (C) aged receivable reports, and instruments otherwise included within such definitions(D) retail sales, whether or not the same are assignable by Sellerif applicable (current/year-to-date and last three (3) calendar years); b. True(v) All service, correctmaintenance, complete labor, construction, management or other contracts currently in effect relating to the ownership and legible copies operation of tax statements the Property (“Contracts”); (vi) All licenses, permits and maps (tentative and final) and pending applications to governmental entities with respect to the ownership and operation of the Property, including, but not limited to, building permits and certificates of occupancy; (vii) All third party warranties and guaranties currently in effect relating to the Property, or assessments for all any part thereof, or to the tangible Personal Property; (viii) The most current real estate and personal property taxes assessed against tax statements with respect to the Property for Property; (ix) The most recent twelve (12) months of utility bills relating to the Property; (x) Correspondence files, repair/maintenance logs and records; (xi) All current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage former title insurance policies and any title documents; (xii) All existing environmental, soil and engineering reports and other insurance policies pertaining reports in respect to the Property, if anyincluding, without limitation, all building reports, engineering data, architectural studies, grading plans and topographical maps; e. True, correct, complete and legible copies (xiii) Copies of all instruments evidencingexisting plans, governing or securing drawings and specifications for the payment Improvements and surveys of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal officeProperty; f. True(xiv) Copies of all documents regarding litigation, correct, liens or threatened claims; and (xv) Copies of all submittals to the RDA relating the TIF Agreement and notices of default by Seller under the TIF Agreement from the RDA. Purchaser has informed Seller that Purchaser is required by law to complete and legible copies of any and all environmental studies or impact reports with respect to certain matters relating to the PropertyProperty an audit commonly known as a “3-14” Audit (“Purchaser’s 3-14 Audit”). In connection with the performance of Purchaser’s 3-14 Audit, Seller shall, during Purchaser’s Inspection Period, deliver to or make available to Purchaser, concurrently with the delivery of the Documents, (a) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Purchaser’s 3-14 Audit Documents”) and (b) provide to Purchaser in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession. Any failure of Seller to timely deliver or make available any of the Due Diligence Materials will not extend the Inspection Period, and Purchaser’s sole and exclusive remedy for Seller’s failure, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether to terminate this Agreement before the Property is or has been contaminated by Hazardous Materials and whether expiration of the Property is Inspection Period in compliance accordance with the Americans with Disabilities Act and provisions of Section 504 5. Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the Rehabilitation Act information contained in the Due Diligence Materials, and Purchaser acknowledges that the Due Diligence Materials will be for informational purposes only and shall not give Purchaser any cause of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property action against Seller or the use and operation preparer, absent an agreement from the preparer that Purchaser is entitled to rely on a particular matter. In no event will the Due Diligence Materials include appraisals, valuation memos, or correspondence related to the sale of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

Due Diligence Materials. (a) Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser the Title Commitment and Exception Documents. (b) Within twenty-five (25) days after the Effective Date, Seller shall deliver to Purchaser the Survey. (c) Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser, at Purchaser's address, for its review and/or copying, the following itemsitems respecting the Property to the extent such items are in the direct control of the Seller: a. True(i) Copies of any documents related to the development of the Property, correctincluding without limitation any documentation relating to economic development incentives, complete and legible copies of all Business Agreementszoning, Warrantiesland use, Permitsor any agreements with any governmental bodies relating to the Property, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller)if any; b. True, correct, complete and legible copies (ii) Copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies (iii) Copies of any and all existing surveys, and any environmental studies or impact reports relating to the Property, if any, including without limitation, any Environmental Reports, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable)Materials; g. True, correct, complete (iv) Copies of any and legible copies all Leases; (v) Copies of any and all Existing Contracts; and (vi) Copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, if any, the outcome of which might materially affect the Property or the use and operation of the Property, together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller or materially affect the Property (the foregoing items in Sections 4.1(c)(i) through 4.1(c)(vi), the Title Commitment, the Exception Documents and the Survey are hereinafter collectively referred to as the "Due Diligence Materials"). Purchaser acknowledges that the Land and Property are part of a multi-year, multi-parcel assemblage which involved numerous consultants and independent contractors engaged by the Seller may make and as such files available for inspection the Seller is not making any warranty as to the completeness or accuracy of the Due Diligence Materials (as herein defined) or any other items delivered, except that Seller hereby warrants and copying by Purchaser at Seller's principal officerepresents that Seller has delivered all of the Due Diligence Materials known to Seller without duty of inquiry.

Due Diligence Materials. Within fifteen Seller shall provide to Buyer, or make available to Buyer for inspection, as soon as possible (15but in no event later than twenty one (21) days after the Effective Date) all materials specified in this Section that exist and that are in Seller’s actual possession or that Seller knows exist and to which Seller has access (collectively, the “Due Diligence Materials”). If Xxxxxx thereafter discovers any additional items that should have been included among the Due Diligence Materials, Seller shall promptly deliver them to Purchaser for its review the following itemsBuyer. Due Diligence Materials will include: a. True, correct, complete and legible (a) copies of any existing and proposed easements, covenants, restrictions, agreements or other documents that, to Seller’s knowledge, affect title to the Real Property and that are not disclosed by the Preliminary Commitment; (b) all Business Agreementssurveys, Warrantiesplats or plans relating to the Real Property; (c) all leases for the Real Property; (d) all existing service contracts pertaining to items such as janitorial, trash removal, maintenance, snow removal, laundry service, extermination and similar services; (e) all labor contracts affecting the Real Property; (f) all warranties and guarantees affecting any portion of the Property; (g) notice of any existing or threatened litigation affecting or relating to the Property and copies of any pleadings with respect to that litigation; (h) all governmental permits and approvals obtained or held by Seller and relating to (A) the construction, operation, use or occupancy of any part of the Real Property or (B) zoning, land use, subdivision, environmental, building and construction laws and regulations restricting, regulating or otherwise affecting the use, occupancy or enjoyment of the Real Property or (C) the right to divert, pump, convey or use water in connection with the Real Property (collectively, “Permits”) and (ii) any notices of violation of any Permits, Accreditations, Applicable Notices, Engineering Documents or of any of the laws and Seller's Operating and Service Agreements (solely for the purposes of regulations described in this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller)Section; b. True(i) all environmental assessment reports with respect to the Real Property that were performed or are being performed by or for Seller, correct, complete and legible copies any raw data that relates to environmental condition of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Real Property, including a current depreciation schedule; d. Trueany governmental correspondence, correctorders, complete requests for information or action and legible copies other legal documents that relate to the presence of all existing fire and extended coverage insurance policies Hazardous Material (as defined in Section 10, below) on, in or under the Real Property, and any other insurance policies pertaining information material to the Property, if any; e. True, correct, complete and legible copies environmental condition of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 potential contamination of the Rehabilitation Act of 1973, as applicable);Real Property; and g. True, correct, complete and legible copies of any and (j) all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officedocuments described in Section 1.3 not otherwise included herein.

Due Diligence Materials. Within fifteen (15) days after Seller has delivered to Purchaser prior to the Effective Date, Seller shall deliver to Purchaser for its review Date the following items: a. True, correct, complete documents (the "Due Diligence Materials"): architectural and legible structural plans relating to the Property in Seller’s possession; copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents income and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax expense statements or assessments for all real estate and personal property taxes assessed against with respect to the Property for the current calendar years ending December 31, 2008 and December 31, 2009, and the two Seller's budget for calendar year 2011 and an income statement for the most recent calendar quarter ending prior calendar years, if available; c. True, correct to the Effective Date; copies of real property tax assessments and legible listing tax bills with respect to the period of Seller’s ownership of the Property; a copy of the Leases; a rent roll in the form attached as Schedule I (“Rent Roll”); a list of tenant current delinquencies; a copy of Seller’s survey; a copy of Seller’s title insurance policy and title exceptions from Seller’s title insurance policy; a copy of all Fixtures, Personal Property and Excluded Property, including Service Contracts; a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment copy of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the PropertyProperty in Seller's possession (collectively, if anythe "Existing Environmental Reports"); a copy of Seller’s existing engineering reports; and a copy of any Licenses in Seller’s possession. Seller makes no representations or warranties as to accuracy, completeness or reliability of the Due Diligence Materials that have been prepared by third parties, and Seller shall have no liability in connection therewith, however, to the extent Seller has or obtains actual knowledge of any approvalsinformation that is required to make such Due Diligence Materials correct, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correctaccurate, complete and legible not misleading, the Seller will be obligated to promptly disclose to the Purchaser in writing the information known to Seller. Purchaser agrees that all information received from Seller is Seller’s confidential work product unless otherwise indicated, and Purchaser agrees that it will maintain the confidentiality of all such information. In the event of termination of this Agreement for any reason whatsoever prior to Closing hereunder, Purchaser shall return to Seller all materials or copies of any materials pertaining to the Property received from Seller or Seller’s agents and all litigation files with respect non-confidential, non-privileged or non-proprietary studies, tests, and materials prepared for Purchaser’s benefit by third parties that are not related to any pending litigation and claim files for any claims made or threatened, the outcome Purchaser within five (5) Business Days of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officetermination.

Due Diligence Materials. Within (a) Notwithstanding any provision contained herein to the contrary, the Agreement is expressly contingent upon Seller obtaining all regulatory approvals as may be required for the consummation of the transaction contemplated by this Agreement (the “Regulatory Approvals”). Seller will have a period of time commencing upon the Effective Date and ending on such date that is forty-five (45) days after the Effective Date (the “Notice Due Date”) to deliver to Purchaser a written notice (the “Regulatory Approvals Notice”) indicating that Seller has obtained any and all necessary or appropriate Regulatory Approvals, if any, for the consummation of the transactions contemplated by this Agreement and that the condition, which is contained in this Section 4(a), has been satisfied. In the event that Seller does not deliver the Regulatory Approvals Notice within two (2) business days following the Notice Due Date, then this Agreement will terminate, the Exxxxxx Money will be returned to Purchaser, Seller shall pay the Transaction Costs that Seller is responsible for pursuant to Section 16 hereof and, except as otherwise set forth herein, the parties will have no further obligations to each other. (b) With reasonable promptness, Seller, at Seller’s expense, shall deliver to Purchaser the following items which comply with the requirements set forth herein: (i) any survey(s), map(s) and/or plat(s) of the Land currently in the possession or control of Seller; (ii) any existing title insurance policies insuring title to the Land for the benefit of Seller or a lender to Seller in the possession or control of Seller; (iii) any existing “as-built” plans and specifications in the possession or control of Seller; (iv) copies of any existing leases, if any, between Seller or the Company and tenants of the Premises (the “Subleases”); and (v) any copies of the certificate(s) of occupancy to related to the buildings on the Land in the possession or control of Seller. Purchaser acknowledges that any of the information provided pursuant to this Section 4(b) was obtained from a variety of sources and Seller has not made any independent investigation or verification of such information; and, except as specifically set forth in this Agreement or in the deed, Seller does not make any representations as to the accuracy or completeness of such information. (c) Following the delivery of the Regulatory Approvals Notice, Purchaser shall promptly begin the selection process for qualified professionals, and after obtaining Seller’s written approval with respect to the providers and cost thereof, Purchaser shall promptly obtain the following items: (i) a certified ALTA/ACSM “as built” survey (the “Survey”) of the Premises, together with six (6) copies thereof, in form and substance reasonably satisfactory to Purchaser and prepared by The Mxxxxxxx Company, showing the Premises separately by metes and bounds and showing, without limitation, the location of all existing buildings and dimensions thereof and all set-back lines, all improvements and parking areas (including the number of parking spaces therein) and the location thereof and the extent of any and all existing utility and other easements on the Premises which are shown on the title commitment or are visible from the surface; (ii) an owner’s title insurance commitment and copies of all title exception documents referenced therein (collectively, the “Commitment”) with respect to the Premises issued by Escrow Agent for an ALTA 2006 Form policy with extended coverage and such endorsements as requested by Purchaser bearing a date subsequent to the Effective Date; (iii) a current complete Phase I environmental site assessment of the Premises (the “Environmental Audit”), which is in a form and substance reasonably acceptable to Purchaser and conducted by an environmental inspection company acceptable to Purchaser; (iv) a current property condition assessment of the Premises (the “Engineering Report”), which is in a form and substance reasonably acceptable to Purchaser and prepared by an engineering company acceptable to Purchaser; (v) a current zoning report (the “Zoning Report”) for the Premises, which is in a form and substance reasonably acceptable to Purchaser and prepared by IVI Due Diligence Services, Inc.; and (vi) a current MAI appraisal in form and substance reasonably satisfactory to Purchaser (the “Appraisal”), prepared by an appraiser acceptable to Purchaser. The materials referred to in Sections 4(b) and 4(c) are hereinafter collectively referred to as the “Due Diligence Materials.” Seller shall not unreasonably withhold, condition or delay its approval of the providers and costs of any of the Due Diligence Materials referenced in Section 4(c). Notwithstanding any of the foregoing, if Seller shall fail to provide its approval or refusal to consent with respect to a request for approval within four (4) business days after Seller’s receipt of such request, Seller shall be deemed to have consented to the provider and cost of such Due Diligence Materials. The date upon which the last of the Due Diligence Materials in form reasonably acceptable to Purchaser are delivered to Purchaser is referred to herein as the “Delivery Date.” Purchaser shall promptly deliver written notice to Seller of the Delivery Date upon receipt of the last of the Due Diligence Materials. Notwithstanding the foregoing, the Delivery Date shall be no later than such date that is thirty (30) days after Seller has approved or has been deemed to have approved the last of the providers and costs of any of the Due Diligence Materials referenced in Section 4(c). Purchaser shall have until such date that is thirty (30) days after the Delivery Date (the “Due Diligence Period”) within which to object in writing to the substantive matters reflected in the Due Diligence Materials. If Purchaser shall timely provide Seller with any such objection, Seller shall within fifteen (15) days thereafter (the “Cure Period”) (i) remove or cure any such matters to which Purchaser has objected or (ii) enter into an agreement in form and substance reasonably acceptable to Purchaser to remove or cure such matters prior to Closing and proceed to Closing. If Seller shall fail to remove or cure, or agree to remove or cure, such matters to which Purchaser has objected within such Cure Period or if in the judgment of Purchaser such matters cannot be cured or if any title defect appears between the expiration of the Due Diligence Period and Closing, then Purchaser shall have the right to proceed to waive such objections or title defect and proceed to Closing (without any adjustment to the Purchase Price) or terminate this Agreement by delivering a written termination notice within five (5) business days after the Effective Date, Seller expiration of the Cure Period. In the event of such termination the Exxxxxx Money shall deliver be returned to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of neither party shall have any further obligation under this Section 4.laAgreement except as specifically set forth herein., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser Purchaser, at Purchaser’s address, for its review and/or copying, the following itemsitems respecting the applicable Parcel(s) of Property: a. (a) True, correct, complete and legible copies of of, any leases affecting the Property and all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's ’s Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, documents and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct correct, complete and legible listing of all Fixtures, Fixtures and Personal Property and Excluded Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the PropertyProperty or certificates setting forth all coverages and deductibles with respect thereto, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing governing, or securing the payment of any loans secured by the property Property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. , together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller may make such files available for inspection and copying by Purchaser at Seller's principal officeor materially affect the Property.

Due Diligence Materials. Within fifteen (15a) To assist Buyer with Buyer’s due diligence, within two (2) business days after the Effective Date, Seller shall deliver or make available to Purchaser for Buyer those documents listed on Exhibit C attached hereto relating to the Property to the extent possessed by Seller and not already delivered to Buyer (“Property Information”). In addition, following at least 24 hours’ prior telephone or written notice from Buyer to Seller, Seller agrees to allow Buyer, its review authorized agents or representatives, at Buyer’s expense, to inspect at the following items: a. Trueoffice of Seller and/or Seller’s property manager, correct, complete and legible make copies of all Business Agreementsany other documents and property records (other than the Excluded Documents, Warrantiesas defined below) relating exclusively to the ownership, Permitsoperation and maintenance of the Property, Accreditationsbut only if and to the extent such documents and property records are in Seller’s or Seller’s property manager’s possession (“Additional Property Information”). All of such Property Information and Additional Property Information made available to, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of copied and/or reviewed by Buyer pursuant to this Section 4.la.4.1 (including Service Contracts and Buyer’s 3-14 Audit Documents, xhe terms Business Agreementsas defined in Section 4.1(b)) shall sometimes be referred to collectively herein as the “Property Documents”. Notwithstanding anything in this Section 4.1 to the contrary, Warranties, PermitsSeller shall have no obligation to make available to Buyer, and Engineering Documents Buyer shall include all agreementshave no right to inspect or make copies of, documentsany of the Excluded Documents. As used herein, “Excluded Documents” shall mean any documents involving either Seller’s financing or refinancing of the Property, any purchase and instruments otherwise included within such definitions, whether or not the same are assignable by escrow agreements and correspondence pertaining to Seller); b. True, correct, complete and legible copies ’s acquisition of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any (other insurance policies than documents pertaining to the physical or environmental condition of the Property), if any; e. True, correct, complete and legible copies any documents pertaining to the potential acquisition of all instruments evidencing, governing the Property by any past or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports prospective purchasers (other than documents relating to the Property, if any, and any approvals, conditions, orders physical or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation environmental condition of the Property), any third party purchase inquiries and correspondence, appraisals of the Property, internal budgets or financial projections, any other internally prepared documents (other than documents consisting of correspondence or notices to and from the tenants or documents relating to the physical or environmental condition of the Property) and any information or correspondence protected by attorney-client privilege. Seller may make such files available for inspection Buyer hereby acknowledges receipt of a statutory Natural Hazard Disclosure Statement in the form attached hereto as Exhibit D, and copying by Purchaser at Seller's principal office.California Tax Disclosure Statement in the form attached hereto as Exhibit E.

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser Purchaser, at Purchaser’s address, for its review and/or copying, the following itemsitems respecting the applicable Parcel(s) of Property: a. (a) True, correct, complete and legible copies of of, any leases affecting the Property and all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's ’s Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, documents and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct correct, complete and legible listing of all Fixtures, Fixtures and Personal Property and Excluded Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the PropertyProperty or certificates setting forth all coverages and deductibles with respect thereto, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing governing, or securing the payment of any loans secured by the property Property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property, together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller or materially affect the Property. (h) The Title Commitment, Exception Documents, Survey, Environmental Report, Site Plan and Search Reports within ten (10) days after the Option Date. (i) True, correct, complete and legible copies of any and all operating statements for the Property and such other records of the business, financial condition and operation of the Property as Purchaser, in its sole discretion, deems necessary or appropriate. Seller may make shall give Purchaser written notice at such files available for inspection and copying time as all deliveries required by Purchaser at Seller's principal officethis Section 5.1 have been completed.

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. (a) True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office. (h) Actual operating statements for the Property or, if the Property has not been operated by Seller for twelve months prior to the Effective Date, projected operating results for the Property. (i) The Certificate of Occupancy, or its equivalent, for the Property, if construction of the Property has been completed as of the Effective Date.

Due Diligence Materials. Within fifteen (15) days after Seller has delivered to Purchaser prior to the Effective Date, Seller shall deliver to Purchaser for its review Date the following items: a. True, correct, complete documents (the “Due Diligence Materials”): architectural and legible structural plans relating to the Property in Seller’s possession; copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents income and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax expense statements or assessments for all real estate and personal property taxes assessed against with respect to the Property for the current fiscal years ending September 30, 2008 and September 30, 2009, and the two Seller’s budget for calendar year 2010 and an income statement for the most recent calendar quarter ending prior calendar years, if available; c. True, correct to the Effective Date; copies of real property tax assessments and legible listing tax bills with respect to the period of Seller’s ownership of the Property; a copy of the Leases; a rent roll in the form attached as Schedule I (“Rent Roll”); a list of tenant current delinquencies; a copy of Seller’s survey; a copy of Seller’s title insurance policy and title exceptions from Seller’s title insurance policy; a copy of all Fixtures, Personal Property and Excluded Property, including Service Contracts; a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment copy of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the PropertyProperty in Seller’s possession (collectively, if anythe “Existing Environmental Reports”); a copy of Seller’s existing engineering reports; and a copy of any Licenses in Seller’s possession. Seller makes no representations or warranties as to accuracy, completeness or reliability of the Due Diligence Materials that have been prepared by third parties, and Seller shall have no liability in connection therewith, however, to the extent Seller has or obtains actual knowledge of any approvalsinformation that is required to make such Due Diligence Materials correct, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correctaccurate, complete and legible not misleading, the Seller will be obligated to promptly disclose the information known to Seller, to the Purchaser. Purchaser agrees that all information received from Seller is Seller’s confidential work product unless otherwise indicated, and Purchaser agrees that it will maintain the confidentiality of all information received as set forth in Section 22 hereof. In the event of termination of this Agreement for any reason whatsoever prior to Closing hereunder, Purchaser shall return to Seller all materials or copies of any materials pertaining to the Property received from Seller or Seller’s agents and all litigation files with respect to any pending litigation and claim files for any claims made non-confidential, non-privileged or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying non-proprietary materials produced by Purchaser at Seller's principal officeor Purchaser’s agents or contractors within five (5) Business Days of such termination.

Due Diligence Materials. (a) Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser the Title Commitment and Exception Documents. (b) Within twenty-five (25) days after the Effective Date, Seller shall deliver to Purchaser the Survey. 8 (c) Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser, at Purchaser's address, for its review and/or copying, the following itemsitems respecting the Property to the extent such items are in the direct control of the Seller: a. True(i) Copies of any documents related to the development of the Property, correctincluding without limitation any documentation relating to economic development incentives, complete and legible copies of all Business Agreementszoning, Warrantiesland use, Permitsor any agreements with any governmental bodies relating to the Property, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements if any; (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies ii)Copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies ; (iii)Copies of any and all existing surveys, and any environmental studies or impact reports relating to the Property, if any, including without limitation, any Environmental Reports, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials Materials; (iv)Copies of any and whether the Property is in compliance with the Americans with Disabilities Act all Leases; (v)Copies of any and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete all Existing Contracts; and legible copies (vi)Copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, if any, the outcome of which might materially affect the Property or the use and operation of the Property, together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller or materially affect the Property (the foregoing items in Sections 4.1(c)(i) through 4.1(c)(vi), the Title Commitment, the Exception Documents and the Survey are hereinafter collectively referred to as the "Due Diligence Materials"). Purchaser acknowledges that the Land and Property are part of a multi-year, multi-parcel assemblage which involved numerous consultants and independent contractors engaged by the Seller may make and as such files available for inspection the Seller is not making any warranty as to the completeness or accuracy of the Due Diligence Materials (as herein defined) or any other items delivered, except that Seller hereby warrants and copying by Purchaser at Seller's principal officerepresents that Seller has delivered all of the Due Diligence Materials known to Seller without duty of inquiry.

Due Diligence Materials. Within fifteen (15) days after During the period commencing on the Effective DateDate through July 25, 2018 (the “Inspection Period”) and continuing thereafter until the Closing, Buyer and its representatives and agents shall have the right to commence and actively pursue such due diligence as it may deem prudent, Seller shall, during normal business hours, upon advance notice to Seller (which may be oral) make all books, records, plans, building specifications, contracts, agreements or other instruments or documents contained in Seller’s files relating to the construction, operation and maintenance of the Property available to Buyer, excepting however, documents and information that contain confidential and proprietary information pertaining to Seller and Seller’s business operations. Seller shall, to the extent in Seller’s possession, also provide Buyer with copies of all certificates of occupancy for the Property and all studies, site analyses, engineers certificates, existing surveys, existing title insurance policies, contracts, leases, licenses, permits, operating agreements and architects certificates with respect to the Real Property that it has in its possession, or that it has access to, including, without limitation, (i) any site analyses with respect to oil, asbestos, underground storage tanks, Hazardous Substances, lead paint, lead plaster or asbestos on any portion of the Real Property and (ii) any reports regarding compliance with laws (including, but not limited to, ADA, zoning and all other land use matters). Seller agrees to make such items available to Buyer and Buyer’s agents, at reasonable times at the mutual convenience of Buyer and Seller. If Buyer so requests, Seller shall deliver request the preparers of any such studies, site analyses or surveys to Purchaser for its review issue the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely same for the purposes direct benefit of this Section 4.laBuyer, so that Buyer may rely on such site analyses or surveys as if they were prepared for Buyer in the first instance, in each case at Buyer’s sole expense., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

Due Diligence Materials. Within fifteen Landlord shall provide to Tenant within ten (1510) business days after of full execution of the Effective Date, Seller shall deliver to Purchaser for its review Lease the following items: a. Truedocuments, correctto the extent in the custody of Landlord: financials for the Facility, complete and legible copies of all Business Agreementstitle reports and underlying documents related thereto, Warrantiesavailable tax bills, Permitsassessments, Accreditationssite plans, Applicable Noticesarchitectural plans, Engineering Documents construction documents, surveys, property condition reports, zoning reports/letters, PUD documents, governmental approvals/correspondence and Sellerany existing reports, including but not limited to physical building/land inspections, structural, environmental, topographical, wetlands, traffic impact, geotechnical, engineering, utility availability and drainage. Landlord will make commercially reasonable efforts to provide to Tenant, within ten (10) business days of such request, any additional due diligence materials requested by Tenant and available to Landlord. Landlord agrees to take all steps commercially reasonably necessary to assist Tenant in its due diligence review, including providing to Tenant copies of and access to information related to the Due Diligence Materials. Landlord shall give Tenant notice within two (2) business days of any proposed meetings or conversations with any governmental entity, or any notice from any governmental entity relating to any meetings or matters that may impact the Facility in any manner. In the event that the Lease is terminated for any reason whatsoever (other than Landlord's Operating default), Tenant agrees to turn over and Service Agreements (solely assign to Landlord, within ten days of any of such termination, all of the maps, engineering studies or reports, entitlements and approvals obtained by Tenant with respect to the Premises, including all related third-party studies, documents, engineering work for the purposes Premises (collectively, the "Tenant's Work Product"), but specifically excluding Tenant’s own proprietary economic analysis of the Facility and the Premises from the terms set forth in this Section, and subject to the proprietary rights of any engineer or other consultant preparing the same and any limitations or use imposed by them. Landlord acknowledges that Tenant shall make no warranties or representations regarding the adequacy of the Tenant's Work Product, that Tenant expressly disclaims any liability for any and all defects or deficiencies contained in the Tenant's Work Product, and that Landlord shall accept the Tenant's Work Product in its "AS IS" condition. Tenant shall also return to Landlord all the Due Diligence Materials, and agrees to keep all of the information and reports obtained from Landlord or relating to the Real Property, the Premises, the Facility and the transactions contemplated by this Lease confidential, and shall not disclose any such confidential information to any other person or entity without the prior written consent of Landlord. The terms of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not survive the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 termination of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officeLease.

Due Diligence Materials. Within fifteen Seller shall provide to Buyer, or make available to Buyer for inspection, as soon as possible (15but in any event no later than five (5) days after the Effective Date) all materials specified in this Section 6.1 that exist and that are in Seller’s actual possession or that Seller knows exist and to which Seller has access (collectively, the “Due Diligence Materials”). If Xxxxxx thereafter discovers any additional items that should have been included among the Due Diligence Materials, Seller shall promptly deliver them to Purchaser for its review the following itemsBuyer. Due Diligence Materials will include: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible a) copies of any existing and proposed easements, covenants, restrictions, agreements or other documents that, to Seller’s knowledge, affect title to the Real Property and that are not disclosed by the Preliminary Commitment; (b) all environmental studies surveys, plats or impact reports plans relating to the Real Property; (c) all leases for the Real Property, if anyor any portion thereof; (d) all existing service contracts pertaining to items such as janitorial, trash removal, maintenance, snow removal, laundry service, extermination and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto similar services; (such studies and reports shall include, but not be limited to, reports indicating whether e) all labor contracts affecting the Property is or has been contaminated by Hazardous Materials and whether Real Property; (f) all agreements for the Property is rental of equipment used in compliance connection with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and normal operation of the Property. Seller may make such files available ; Property; (g) all warranties and guarantees affecting any portion of the (h) notice of any existing or threatened litigation affecting or relating to the Property and copies of any pleadings with respect to that litigation; (i) all Permits; (j) (i) all environmental assessment reports with respect to the Real Property that were performed or are being performed by or for inspection Seller, (ii) any raw data that relates to the environmental condition of the Real Property, (iii) any governmental correspondence, orders, requests for information or action and copying by Purchaser at Seller's principal officeother legal documents that relate to the presence of Hazardous Material (as defined in Section 11.1.2) on, in or under the Real Property, and (iv) any other information material to the environmental condition or potential contamination of the Real Property; and (k) all documents described on Exhibit C not otherwise listed in this Section 6.1.

Due Diligence Materials. Within fifteen (15a) days after Purchaser acknowledges and agrees that Seller has, prior to the Effective Date, delivered to Purchaser copies of those items listed on Exhibit B attached hereto, if any and to the extent such items are in Seller’s possession including without limitation all surveys, title commitments, Real Property Leases (as defined herein), Leases to Third Parties (as defined herein), and Related Party Leases (as defined below), and any other leases, subleases, licenses or occupancy arrangements affecting the Real Property, and any Construction Documents (as defined herein) (“Seller’s Materials”). Additionally, within five (5) Business Days of the Effective Date, Seller shall deliver to provide Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely with a certified rent roll for the purposes Related Party Leases and Leases to Third Parties, which shall contain the name of this Section 4.la.each landlord and tenant, xhe terms Business Agreementsthe address for the leased property, Warrantiesthe term, Permitsthe amount of rent paid, the amount of any prepaid rent or security deposit, the amount of any additional rent, the beginning date and ending date of the rental period, and Engineering Documents shall include the existence and terms of any options to renew (collectively, “Rent Roll”). Purchaser agrees that all agreementsdrawings, documentsplans, surveys, tests, reports, land use applications, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports documents relating to the PropertyProperty which Purchaser obtains or creates, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated generated by Hazardous third parties (“Purchaser’s Materials”), shall be delivered to Seller in the event that there is a termination as allowed under this Agreement or if Purchaser fails to close on any Real Property. (b) The furnishing of Seller’s Materials and whether Purchaser’s Materials is without representation or warranty by Seller as to the Property is in compliance with accuracy thereof, or as to the Americans with Disabilities Act and Section 504 right of the Rehabilitation Act of 1973Purchaser to rely on Seller’s Materials, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying were prepared by Purchaser at Seller's principal officethird parties, unless expressly set forth in Section 8 below.

Due Diligence Materials. Within fifteen ten (1510) days after of the Effective Date, Seller shall deliver to Purchaser for its review Developer will, at Developer’s sole cost and expense, provide the City copies of the following itemsto the extent in Developer’s possession or control and not previously provided to the City prior to the Effective Date: (collectively, the “Due Diligence Materials”), if any: a. True, correct, complete Any and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire environmental reports, engineering reports, surveys, soil and extended coverage insurance policies substrata studies, development assessments, and any other insurance similar studies, reviews, surveys, assessments, audits or reports on the Property and the Contract Real Estate, b. Any and all previous title commitments, title reports, or title policies pertaining with respect to the Property and the Contract Real Estate, c. Any and all leases, service contracts, and other contracts, licenses, permits, warranties and agreements with any other party, person or entity in connection with the Property, if any;including, without limitation, those affecting ownership, operation, maintenance, repair, or development of the Property and/or the Contract Real Estate, e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports d. All annualized expense documentation relating to the Property since Developer acquired the Property, e. All utility bills since Developer acquired the Property, if anyand f. Any and all covenants, restrictions, easements, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether other agreements affecting the Property is and/or the Contract Real Estate. The City will have until the close of business on October 11, 2020 (the “Inspection Period”) to review the Due Diligence Materials, obtain updated Due Diligence Materials if it wishes, and submit written notification to Developer of any unacceptable environmental or has been contaminated by Hazardous Materials other conditions identified in such Due Diligence Materials. In the event the City determines, in its sole and whether absolute discretion, that the Property is in compliance with contains an unacceptable environmental or other condition (e.g., the Americans with Disabilities Act discovery of hazardous materials which would require extensive and Section 504 costly remediation, defect of title, etc.), this Agreement will, at the City’s option upon notice to Developer prior to the end of the Rehabilitation Act of 1973Inspection Period, as applicable); g. Truebe null and void, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatenedin which event this Agreement will terminate, the outcome Deposit will be returned to the City, and neither the City nor Developer will have any further liabilities, obligations or rights with regard to this Agreement, other than obligations which are herein expressly provided to survive the termination of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officethis Agreement.

Due Diligence Materials. Within fifteen Sellers shall provide Purchaser with the following items (15to the extent they are in Sellers’ possession or control) days on or before three (3) Business Days after the Effective Date, Seller shall deliver to Purchaser for its review the following itemswhich may be provided in whole or in part by electronic media: a. (a) True, correct, complete and legible copies of all Business AgreementsLeases and all executed guaranties, Warrantiesletters of credit or other credit enhancements, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's commencement letters delivered or held thereunder together with any material correspondence relating to any uncured defaults under any of the Leases or any other matter which has not been fully resolved; (b) Operating and Service Agreements (solely statements for each Building for the purposes fiscal years ending December 31, 2010 through December 31, 2012, and for the two months ended February 28, 2013, or for so many of this Section 4.la.such years during which each Seller owned such Building, xhe terms Business Agreementsif less; (c) True, correct, complete and legible copies of all Service Contracts; (d) current and historical capital budgets for the previous three-year period; (e) A Rent Roll, together with a Delinquency Report (herein so called) effective as of the date such report is generated, showing the rents or other charges in arrears or prepaid under the Leases, if any, and the period for which any such rents and other charges are in arrears or have been prepaid; (f) A copy of each Seller’s latest title policy in respect of the Property; (g) A copy of each Seller’s latest survey in respect of the Property; (h) A copy of each Seller’s latest Phase I Environmental Assessment in respect of the Property; (i) True, correct, complete and legible copies of all Warranties, Permits, and Engineering Documents (the Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Sellerbe made available to Purchaser at each Building); b. (j) True, correct, complete complete, and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the each Property for the current and the two (2) prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. (k) True, correct, complete complete, and legible copies of all existing fire operating expense recovery schedules for 2011, 2012, and extended coverage insurance policies and any other insurance policies pertaining year to the Property, if anydate 2013; e. (l) A breakdown of the personnel employed in managing each Building, or if a Building is managed by a third party manager, a copy of the management agreement (m) A complete, itemized and detailed inventory of the Tangible Personal Property; (n) True, correct, complete and legible copies of all instruments evidencingcomplete, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files pleadings with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect have an adverse effect on a Building or the Property or use and operation of a Building. [Seller has shared with Purchaser information related to past litigation with Montecito Medical and the Parties hereby agree the matter shall not be applicable to the use and operation of the Property, nor have an adverse effect on the Property]; and (o) True, correct, complete, and legible copies of any and all contracts or agreements regarding brokerage or leasing commissions or other compensation to be paid to any Person with respect to, or on account of, the Leases (the “Brokerage Agreements”). Seller may make The foregoing are collectively referred to in this Agreement as the “Due Diligence Materials”. In the event Sellers fail to deliver the Due Diligence Materials or any material portion thereof to Purchaser on or prior to five (5) Business Days after the Effective Date, and provided that Purchaser promptly notifies Sellers of Sellers’ failure to deliver such files available for inspection materials, the Due Diligence Period shall automatically be extended on a day-for-day basis by the number of days which elapse between the Effective Date and copying the date upon which Purchaser receives the last of the Due Diligence Materials. If a particular Due Diligence Material item is not in the possession or control of any applicable Seller, it will affirmatively state so, and such statement shall constitute “delivery” as required by Purchaser at Seller's principal officethe foregoing sentence.

Due Diligence Materials. Within fifteen ten (1510) business days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible provide Buyer with copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and documents in Seller's Operating and Service Agreements ’s possession (solely for to the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable extent reasonably accessible by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against ) regarding the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. Trueincluding, correctwithout limitation, complete and legible copies the Environmental Reports, surveys (ALTA or as-built), applications for entitlements, approvals and/or permits, environmental impact reports, technical studies, letters of all existing fire and extended coverage insurance policies support or objection to proposed projects, and any other insurance policies pertaining materials describing or analyzing the physical elements or qualities of the Property and/or relating to the governmental approvals associated with the Property (collectively, the “Due Diligence Materials”). The Due Diligence Materials, and any other information, documents and/or materials provided or to be provided by Seller or Seller’s employees, agents or representatives with respect to the Property (collectively with the Due Diligence Materials, “Information”) was or will be obtained from a variety of sources. Seller has not made any independent investigation or verification of any Information and, except as expressly set forth in this Agreement, makes no representations as to the accuracy or completeness of the Due Diligence Materials and Information. Buyer agrees that it will not attempt to assert any liability or claim against Seller, and hereby waives any such claim, based upon Seller furnishing the Due Diligence Materials and/or other Information. Notwithstanding anything to the contrary herein, the terms “Due Diligence Materials” and “Information” expressly exclude, and Seller shall have no obligation to provide to Buyer, any of the following (collectively, the “Excluded Information”): (a) attorney-client communications; (b) attorney work product; (c) proprietary business information; or (d) books, records, documents or information (i) on the corporate, financial and accounting records of the operation of Seller as an entity (as opposed to records concerning the Property), (ii) regarding offers or inquiries made by third parties concerning the purchase of some or all of the Property, if any; e. True(iii) that Seller cannot disclose without violating a contractual, correctstatutory or other legal duty of confidentiality, complete and legible copies or (iv) that are not in the possession of all instruments evidencing, governing Seller or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at persons under Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office’s control.

Due Diligence Materials. Within fifteen two (152) days after Business Days of the Effective Dateeffective date of this Agreement, Seller shall deliver agrees to Purchaser for its review the following items: a. True, correct, complete provide Buyer with certain information and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies materials pertaining to the Property, if anyincluding but not limited to the following: (the "Due Diligence Materials") (a) true, correct and complete copies of the Contracts, whether or not cancelable upon thirty (30) days' notice; e. True, correct, complete and legible (b) copies of all instruments evidencingplans, governing specifications, and drawings of the Improvements within the possession of Seller; (c) copies of all environmental, structural engineering, soils, roofing, plumbing, heating air conditioning, and ventilation specifications and reports within the possession of Seller; (d) copies of ad valorem tax receipts for the last three (3) calendar years; (e) a listing of all utility accounts billed to or securing in the payment name of Seller; to the extent utilities can be split, Seller and Buyer will share that cost equally; (f) copies of all maintenance records relating to the Property which are in the possession or control of Seller (including, without limitation any inspection reports); (g) a listing and detailed description of any loans secured by pending litigation involving Seller and/or affecting the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal officeProperty; f. True(h) copies of all documentation relating to compliance of the Property with applicable zoning ordinances deed restrictions, correctand governmental regulations within the possession of Seller; (i) audited financial statements of Seller for the last three years ended December 31, complete 2014. Such audited financial statements and legible the report of the accountant may contain limitations consistent with those expressed in the reports of PriceWaterhouseCoopers AG regarding financial reports of Sxxxxx for the years 2012, 2013 and 2014. It is understood that such financial statements may be prepared in accordance with “IFRS” (International Financial Reporting Standards). Buyer will not disclose such financial statements to any other party without the prior written consent of Seller; and (j) copies of any existing surveys of the Property ("Existing Surveys") within the possession of Seller. Buyer acknowledges and agrees that all environmental studies or impact reports relating to the Property, if anyDue Diligence Materials and information obtained from such Due Diligence Materials are deemed confidential, and any approvalsBuyer agrees to keep such information confidential and to prevent its dissemination to persons other than Buyer's employees, conditionsrepresentatives, orders or declarations issued by any agents, contractors, and affiliates involved in this transaction, governmental authority relating thereto (such studies authorities of whom Buyer must make inquiry as part of its due diligence, and reports shall includeprospective lenders, but not be limited toinvestors, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 and/or assigns of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officeBuyer.

Due Diligence Materials. Within fifteen (15) days after During the period commencing on the Effective DateDate through December 19, 2022 (the “Inspection Period”) and continuing thereafter until the Closing, Buyer and its representatives and agents shall have the right to commence and actively pursue such due diligence as it may deem prudent, Seller shall, during normal business hours, upon advance notice to Seller (which may be oral) make all books, records, plans, building specifications, contracts, agreements or other instruments or documents contained in Seller’s files relating to the construction, operation and maintenance of the Property available to Buyer, excepting however, documents and information that contain confidential and proprietary information pertaining to Seller and Seller’s business operations. Seller shall also provide Buyer with copies of all certificates of occupancy for the Property and all studies, site analyses, engineers certificates, existing surveys, existing title insurance policies, contracts, leases, licenses, permits, operating agreements and architects certificates with respect to the Real Property that it has in its possession, or that it has access to, including, without limitation, (i) any site analyses with respect to oil, asbestos, underground storage tanks, Hazardous Substances, lead paint, lead plaster or asbestos on any portion of the Real Property and (ii) any reports regarding compliance with laws (including, but not limited to, ADA, zoning and all other land use matters), and (iii) decommissioning reports, geotechnical reports, environmental reports, traffic studies and development plans. Seller agrees to make such items available to Buyer and Bxxxx’s agents, at reasonable times at the mutual convenience of Buyer and Seller. If Buyer so requests, Seller shall deliver request the preparers of any such studies, site analyses or surveys to Purchaser for its review issue the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely same for the purposes direct benefit of this Section 4.laBuyer, so that Buyer may rely on such site analyses or surveys as if they were prepared for Buyer in the first instance, in each case at Buyer’s sole expense., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

Due Diligence Materials. (a) Sellers, at Sellers’ expense, shall deliver to Purchaser the following items which comply with the requirements set forth herein: (i) Within fifteen five (155) days of the Effective Date, “as-built” plans and specifications in Sellers’ possession, if any; (ii) A copy of Sellers’ title policies together with copies of all exception documents referenced therein in Sellers’ possession; (iii) Copies of all surveys, zoning reports, environmental reports, engineering reports, soil reports, and property condition reports in the possession of Sellers simultaneously upon execution of this Agreement by Sellers but in no event later than five (5) days after the Effective Date; and (iv) Within five (5) days of the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreementscertificates of occupancy, Warrantieslicenses, Permits, Accreditations, Applicable Notices, Engineering Documents permits and Seller's Operating and Service Agreements (solely for approvals issued or granted by any governmental authority with respect to the purposes Subject Property in the possession of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar yearsSellers, if available;any. c. True, correct (b) Purchaser may order the following items at Purchaser’s sole cost and legible listing expense: (i) an “as built” survey (the “Survey”) of all Fixtures, Personal Property and Excluded the Subject Property, including a current depreciation schedule; d. Truein form and substance reasonably satisfactory to Purchaser, correctshowing the Subject Property separately by metes and bounds and showing, complete and legible copies without limitation, the location of all existing fire buildings and extended coverage insurance policies dimensions thereof and any other insurance policies pertaining to all set-back lines, all improvements and parking areas (including the Property, if any; e. True, correct, complete number of parking spaces therein) and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by location thereof and the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies extent of any and all environmental studies existing utility and other easements on the Subject Property which are shown on the title commitment or impact reports relating are visible from the surface. (ii) an owner’s title insurance commitment and copies of all title exception documents referenced therein (collectively, the “Commitment”) with respect to the Subject Property issued by a nationally recognized title company selected by Purchaser, for a policy with extended coverage and such endorsements as requested by Purchaser bearing a date subsequent to the date of this Agreement; (iii) a current complete Phase I environmental site assessment of the Subject Property (the “Environmental Audit”), which is in a form and substance acceptable to Purchaser and conducted by an environmental inspection company acceptable to Purchaser; (iv) a current zoning report (the “Zoning Report”) for the Subject Property, which is in a form and substance acceptable to Purchaser; (v) a current property condition assessment of the Subject Property (the “Engineering Report”), which is in a form and substance acceptable to Purchaser and prepared by an engineering company acceptable to Purchaser; and (vi) a current MAI appraisal in form and substance satisfactory to Purchaser (the “Appraisal”), prepared by an appraiser acceptable to Purchaser. The materials referred to in Sections 4(a) and 4(b) are hereinafter collectively referred to as the “Due Diligence Materials”. Purchaser shall have from the Effective Date until the Closing (the “Due Diligence Period”) to provide to Sellers written objections, if any, and to the matters reflected in the Due Diligence Materials. If Purchaser does not timely object to any approvalsmatter reflected in the Due Diligence Materials, conditionsPurchaser shall be deemed to have waived the right to object to such matter. If Purchaser shall timely provide Sellers with any such objection, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall includeSellers may, but shall not be limited obligated to, reports indicating whether within ten (10) days thereafter (i) remove or cure any such matters to which Purchaser has objected or (ii) enter into an agreement in form and substance acceptable to Purchaser to remove or cure such matters prior to Closing and proceed to Closing. If (a) Sellers shall fail to remove or cure, or fail to agree to remove or cure, such matters to which Purchaser has objected within such ten (10)-day period or (b) in the Property is reasonable judgment of Purchaser such matters cannot be cured prior to Closing, Purchaser may terminate this Agreement by written notice to Sellers on or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 before 5:00 PM Central Time on such tenth (10th) day, time being of the Rehabilitation Act essence. If Purchaser does not timely terminate this Agreement under the preceding sentence, Purchaser shall be deemed to have waived any matter to which Purchaser has objected which has not been cured by Sellers or which Sellers have not agreed in writing to cure. Notwithstanding any provision of 1973this Agreement to the contrary, if (x) any matter agreed by Sellers in writing to be cured prior to Closing is not cured prior to Closing or (y) any material new defect first attaches to title to the Subject Property before Closing, then Purchaser shall, as applicable); g. Trueits sole and exclusive remedy, correct, complete have the option either to waive such objections or new title defect and legible copies of any and all litigation files proceed to Closing with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation no adjustment of the PropertyPurchase Price or to terminate this Agreement by written notice to Seller no later than noon Central Time on the Closing Date, time being of the essence. Seller may make If Purchaser does not timely terminate this Agreement as provided in the immediately preceding sentence, Purchaser shall be deemed to have elected to proceed to Closing. In the event of such files available for inspection and copying by Purchaser at Seller's principal officetermination, neither party shall have any further obligation under this Agreement except as specifically set forth herein.

Due Diligence Materials. Within fifteen Seller has delivered or made available to Purchaser via a diligence website maintained by the Seller (15the “Data Room”), copies of the due diligence materials listed on Exhibit 4.1(f) days after (the Effective Date“Due Diligence Materials”). Subject only to the express representations and warranties of Seller set forth in Section 6.1, Purchaser acknowledges and agrees that the Due Diligence Materials are provided simply as an accommodation to Purchaser and except as otherwise expressly provided elsewhere in this Agreement, Seller shall deliver makes no representation or warranty with regards to Purchaser for its review the following items: a. True, correct, complete accuracy and legible copies completeness of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether any document or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Propertyinformation, including a current depreciation schedule; d. Truethe Due Diligence Materials, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining provided by Seller to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if anyPurchaser, and any approvalsreliance by Purchaser on such documents and information shall be at Purchaser’s own risk and expense. In addition, conditionsand notwithstanding anything in this Agreement to the contrary, orders Purchaser expressly acknowledges and agrees that Seller shall not be obligated to furnish, nor shall Purchaser be entitled to review or declarations issued by have access to, any governmental authority relating thereto (such studies and reports shall includeconfidential, proprietary or privileged documents or information connected with the Properties, including but not be limited toto opinions, reports indicating whether appraisals, audits, internal memoranda or other confidential, proprietary or privileged documents, internal work product or other similar documents, which are in the Property is possession or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 control of the Rehabilitation Act of 1973Seller. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, as applicable); g. TrueSELLER HAS NOT UNDERTAKEN ANY INDEPENDENT INVESTIGATION OF, correctAND MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE TRUTH, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatenedACCURACY OR COMPLETENESS OF, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officeANY MATERIALS OR INFORMATION, INCLUDING BUT NOT LIMITED TO THE DUE DILIGENCE MATERIALS AND ANY OTHER MATERIALS RELATING TO THE PROPERTIES, DELIVERED OR MADE AVAILABLE BY OR ON BEHALF OF SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN EXCEPT, IN EACH CASE AS OTHERWISE EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 6.1.

Due Diligence Materials. Within fifteen two (152) days after the Effective Dateof execution of this Agreement, Seller and his agents shall deliver deliver, or cause to be delivered, to Purchaser for its review the following items: a. True, correct, complete and legible copies all materials in possession of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining Seller relating to the Property: including but not limited to, if any; e. Truethe following: bankruptcy settlement agreement by and between Seller and Genuity (or such other name that the previous Tenant may have used), correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports maintenance records relating to the Property, if anyany notices of violations of law existing on the Property, plans and specifications; a detailed list of all equipment and items to transfer with the Property; seismic or geological investigations/reports; environmental investigations/reports; preliminary title report; all surveys, recorded parcel/tract maps showing easements; flood zone maps; all engineering studies; evidence of all governmental approvals; including development applications/correspondence with the City and related public agencies, including original executed conditions of approval; drainage facility studies; all hydrology studies, soils or borings reports; traffic studies; utility availability letters; CC&R’s; assessment district, grading / drainage plans; sewer plans; water plans; landscape/hardscape plans; irrigation plans; specification books; warranties; current tax bills; all contracts/service agreements or other written agreements affecting the Property; public or private utility easements; access agreements ; special assessment arrangements; all information pertaining to the installations or the satellite dish operated by General Dynamics and the cellular transmission tower operated by Crown Castle GT Company, including any leases, licenses, or subleases that such entities had to use the Property (collectively, the “ Property Information ”). Purchaser and its agents, employees, and representatives shall have a continuing right of reasonable access to the Property during the pendency of this Agreement for the purpose of conducting surveys, engineering, geotechnical, and environmental inspections and tests, and any approvalsother inspections, conditionsstudies, orders or declarations issued tests reasonably required by any governmental authority relating thereto (such studies and reports Purchaser. Purchaser shall include, but not be limited to, reports indicating whether keep the Property is free and clear of any liens and will indemnify, defend, and hold Seller harmless from all claims and liabilities asserted against Seller as a result of such entry by Purchaser, its agents, employees, or has been contaminated by Hazardous Materials and whether representatives, provided that Purchaser shall have no responsibility or liability for any act or omission of Seller or its agents, employees or contractors and/or for any adverse condition or defect on or affecting the Property is in compliance with not caused by Purchaser or its employees, agents, contractors, or subcontractors (including those discovered during their inspections). If any inspection or test disturbs the Americans with Disabilities Act and Section 504 of Property, Purchaser will restore the Rehabilitation Act of 1973, Property to the same condition as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect existed prior to any pending litigation and claim files for any claims made such inspection or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officetest.

Due Diligence Materials. Within fifteen In the event Buyer does not purchase the Property for any reason, within five (155) days after the Effective date this Agreement is terminated Buyer shall return to Seller all documents, information and other materials supplied by Seller to Buyer or destroy any such materials in its possession (except any original copies of such documents, which Buyer shall not destroy but shall instead be required to physically return to Seller), except to the extent that (i) electronic records and files are retained pursuant to automated electronic archiving, back-up or internal disaster recovery procedures or which are difficult to extract and (ii) back-up copies of such information are retained pursuant to Buyer’s document retention policies consistently applied or any regulatory or investigatory requirements of any governmental or regulatory authority, and, at Seller's written request, without warranty or representation of any kind, any final, non-proprietary inspection reports, studies, surveys, and other reports and/or test results relating to the physical and environmental condition of the Property which were prepared by consultants retained by Buyer in contemplation of this Agreement, excluding any drafts, attorney-client privileged communications, or internally generated work product. . 4.2.1 Buyer shall obtain from the Title Company a preliminary title report for the Property (the "PTR") and copies of all underlying title documents described in the PTR. Buyer may obtain, at Buyer’s sole cost and expense, a land title survey (certified to include Seller) of the Property prepared by a licensed surveyor (the "Survey"). Seller shall also deliver to Buyer any Survey that has been performed within the last twelve (12) months. Buyer shall deliver a copy of any Survey to Seller and Title Company within three (3) business days after Buyer’s receipt thereof. Buyer shall have twenty-one (21) days after receipt of the PTR (but in any event not later than nine (9) business days prior to the Contingency Deadline) (the "Interim Date") to provide written notice (the "Objection Notice") to Seller of any matters shown by the PTR and/or the Survey which are not satisfactory to Buyer; provided, however, in the event that legal descriptions, assessors numbers, or essential title information is not available for one or more of the parcels comprising the Unimproved Land by the date that is ten (10) business days prior to the Interim Date, the Interim Date shall automatically be extended on a day for day basis until such date as Buyer receives such information. If Seller and Escrow Holder have not received the Objection Notice from Buyer by the Interim Date, that shall be deemed Buyer's unconditional approval of the condition of title to the Property and the Survey, subject to Section 4.2.4 below. For the avoidance of doubt, in the event that Buyer fails to obtain the Survey, Buyer shall not be entitled to disapprove or object to any survey matters shown on any existing survey delivered by Seller in the Objection Notice or otherwise, and such survey matters shall be deemed approved by Buyer if Buyer does not terminate this Agreement prior to the Contingency Deadline pursuant to Section 4.1.2 above. Except as provided in this Section 4.2, Seller shall deliver to Purchaser for its review have until the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements date which is two (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two 2) business days prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may Outside First Closing Date to make such instruments available for inspection and copying by Purchaser at Sellerarrangements or take such steps as the parties shall mutually agree to satisfy Buyer's principal office; f. Trueobjection(s) set forth in the Objection Notice; provided, correcthowever, complete and legible copies of any and all environmental studies or impact reports relating to the Propertythat, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files except with respect to liens secured by deeds of trust securing loans made to Seller, mechanics' liens relating to work authorized and contracted by Seller, judgment liens against Seller, and delinquent taxes (herein "Monetary Liens", which Seller agrees to have removed on or before the First Closing Date), Seller shall have no obligation whatsoever to expend or agree to expend any pending litigation funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any of Buyer’s objections in the Objection Notice. Within two (2) business days of receipt of the Objection Notice, Seller may, in its sole discretion, deliver written notice to Buyer and claim files Escrow Holder identifying which disapproved items Seller shall undertake to cure or not cure ("Seller's Response"). If Seller does not deliver a Seller's Response within said two (2) business day period, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Buyer. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in the Objection Notice, and Buyer does not terminate this Agreement prior to the Contingency Deadline pursuant to Section 4.1.2 above, Buyer shall be deemed to have approved Seller’s Response (or, if applicable, Seller’s deemed election to not remove or otherwise cure any exceptions disapproved by Buyer) and irrevocably waived its objection to any title and/or survey matters which Seller has not expressly undertaken to cure in Seller’s Response. Except for Monetary Liens, all matters shown in the PTR and the Survey obtained by Buyer with respect to which Buyer fails to give an Objection Notice on or before the Interim Date shall be deemed to be approved by Buyer. For the avoidance of doubt, nothing in this Section 4.2.1 shall limit or modify the parties’ rights and obligations with respect to the Subdivision Map for the Common Lot as set forth in Section 3.2.3 above. 4.2.2 Notwithstanding anything to the contrary herein, Buyer may not object to any claims made or threatenedof the following title matters in the Objection Notice: (i) the preprinted standard exceptions in the PTR, (ii) non-delinquent real property taxes and special assessments, and (iii) zoning and other regulatory laws and ordinances applicable the Property (collectively, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office."

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser Purchaser, at Purchaser’s address, for its review and/or copying, the following itemsitems respecting the applicable Parcel(s) of Property or Ground Lease Property: a. (a) True, correct, complete and legible copies of of, any leases affecting the Property and all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's ’s Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, documents and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct correct, complete and legible listing of all Fixtures, Fixtures and Personal Property and Excluded Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the PropertyProperty or certificates setting forth all coverages and deductibles with respect thereto, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing governing, or securing the payment of any loans secured by the property Property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property, together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller or materially affect the Property. (h) The Title Commitment, Exception Documents, Survey, Environmental Report, Site Plan and Search Reports within ten (10) days after the Option Date. (i) True, correct, complete and legible copies of any and all operating statements for the Property and such other records of the business, financial condition and operation of the Property as Purchaser, in its sole discretion, deems necessary or appropriate. Seller may make shall give Purchaser written notice at such files available for inspection and copying time as all deliveries required by Purchaser at Seller's principal officethis Section 5.1 have been completed.

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser Purchaser, at Purchaser’s address, for its review and/or copying, the following itemsitems respecting the Land and the Property: a. (a) True, correct, complete and legible copies of any leases affecting the Property and all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's ’s Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, documents and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct correct, complete and legible listing of all Fixtures, Personal Property and Excluded Personal Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the PropertyProperty or certificates setting forth all coverages and deductibles with respect thereto, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing governing, or securing the payment of any loans secured by the property Property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. , together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller may make or materially affect the Property; (h) Survey (if any), Environmental Report, Site Plan and Search Reports within ten (10) days after the Effective Date; (i) True, correct, complete and legible copies of any and all operating statements for the Property and such files available for inspection other records of the business, financial condition and copying by Purchaser at Seller's principal officeoperation of the Property as Purchaser, in its sole discretion, deems necessary or appropriate.