Common use of Due Diligence Clause in Contracts

Due Diligence. Operating Partnership shall have the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership Seller shall, within seven (7) business days after the Effective Date, make available to Buyer true and correct copies of the documents, reports and other materials and information pertaining to the Assets, which are in Seller’s possession or control and set forth on the attached Exhibit I (the “Seller Materials”). Buyer and Buyer’s agents, consultants, contractors, engineers and other representatives shall thereafter have the right for fifteen (15) days after receipt of the Seller Materials (the “Due Diligence Period in Period”) to review the Seller Materials and to satisfy itself as to the feasibility and acceptability of the Assets for the Buyer’s intended use and to enter onto each of the Properties to inspect and test the Properties and the other Assets including all buildings, improvements and equipment located thereon. In addition, the Seller shall permit Buyer and its authorized representatives reasonable access, upon forty-eight hours advance notice, to all of Seller’s premises, books, records, financial records and key personnel relative to the Retail Business and the Assets and shall cause its key personnel to furnish Buyer with such financial, operating and other information regarding the Seller’s Retail Business, Assets, contracts, liabilities, employees and properties as Buyer may reasonably request. Buyer’s analysis, inspection and testing may include, but shall not be limited to: soil analysis and borings, utility location availability, environmental testing and studies (including but not limited to Phase I and Phase II environmental site assessments), perc testing, geological testing, financial analysis, analysis for SEC (as hereinafter defined) compliance and any and all other tests, studies or analysis, which to examine and inspect the Property to determineBuyer, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it deems appropriate (collectively, the “Operating Partnership’s RepresentativesProperty and Retail Business Studies and Analysis”) ). Buyer shall have reasonable access to indemnify, hold harmless and defend Seller from and against all books property damage, suits, actions, expenses, judgments, other damages and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests claims (including reasonable intrusive inspection attorney and sampling), as may be required by Operating Partnership, subject to the limitations set forth hereinexpert fees) resulting from Buyer’s Property and Retail Business Studies and Analysis. In the course of its investigations, but subject event Buyer makes borings or causes any physical change to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage Properties as a result of Operating Partnershipthe Property and Retail Business Studies and Analysis, Buyer shall return the Properties to their condition prior to the Property and Retail Business Studies and Analysis. In the event that the Buyer determines that the results of any analysis, inspection or testing of the Seller Materials and/or Assets or the Property and Retail Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Buyer’s or Operating Partnership’s Representatives’ entry onto sole discretion, Buyer may, by written notice delivered to the Property; providedSeller prior to the expiration of the Due Diligence Period, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership either (e.g., latent environmental contaminationi) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of terminate this Agreement, liability insurance of not less than $1,000,000. Prior ; or (ii) waive as a condition to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating PartnershipBuyer’s obligations hereunder all Inspection Defects. In the event that this Agreement is terminated by Buyer pursuant to this Section 6, Buyer will deliver a copy of the Property and Retail Business Studies and Analysis and return all Seller Materials to Seller and there shall be no further liability or obligation on any of the parties hereto and this Agreement shall become null and void. The obligations of Seller and Buyer under this Section 2.1 6 shall survive the termination of this Agreement for a period of twelve (12) monthsClosing.

Due Diligence. Operating Partnership From and after the date hereof through and including 5 p.m. eastern time on August 15, 2011 (the “Due Diligence Period”), Buyer shall have the right to examine, inspect and investigate the Property and other matters associated therewith, and, at Buyer’s sole and absolute discretion, to determine whether the Property is acceptable to Buyer and to obtain all necessary internal approvals. Seller shall permit Buyer, its engineers, analysts, contractors and agents to conduct non-invasive physical inspections of the Property, including the structural, electrical and mechanical aspects of the Improvements, the interiors of all buildings, supports, site work, foundations, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and any other non-invasive investigations as Buyer deems prudent or desirable with respect to the physical condition of the Property. Provided Buyer shall restore any damage resulting to the Property by reason thereof, Buyer shall also have the right to conduct minimally invasive testing of the Property associated with any existing asbestos and lead paint located on the Property and any Phase II environmental assessments recommended by any Phase I environmental site assessment of the Property obtained by Buyer, provided Buyer shall provide seller with not less than three (3) business days prior written notice of such testing. Such investigations may be made by Buyer and/or its agents during any normal business hours. Buyer shall also have the right to investigate all matters relating to the zoning, use and compliance with other applicable laws, which relate to the use and occupancy of the Property. Seller shall cooperate to assist Buyer in completing such inspections and special investigations and Seller shall also make available to Buyer (in an office of the Seller’s property management company) for review and copying by Buyer (at Buyer’s expense) copies of any property information in Seller’s possession, provided Seller makes no representation or warranty as to the accuracy or completeness of such information. Notwithstanding anything contained in this Section 3.1, Seller need not deliver or make available to Buyer Seller’s internal confidential memoranda, attorney-client privileged materials and other confidential materials. Buyer acknowledges that any and all of the items provided by or on behalf of Seller that are not otherwise known by or available to the public are proprietary and confidential in nature and are delivered to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose such non-public Due Diligence Items, or any of the provisions, terms or conditions thereof, to any party outside of Buyer’s organization other than its agents, consultants, attorneys, representatives, prospective partners and their counsel and prospective lenders and their counsel. Such physical inspections and investigations of the Property shall be conducted only upon no less than twenty-four (24) hours’ notice (which may be telephonic) to Seller and shall be conducted at such times and in such a manner as to minimize any unreasonable disruption to tenants upon the Property. Seller shall have the right, but not the obligation, to accompany Buyer during such investigations and/or inspections. Anything contained herein to the contrary notwithstanding, Buyer shall not communicate (whether in person or by telephone) with any officials at environmental, zoning, assessment or other government agencies regarding the Property or the Seller by name without Seller’s prior written consent (which consent shall not be unreasonably withheld), with the exception that Buyer shall be entitled to obtain from the Government of York County, Virginia both a zoning letter from, and a response to a FOIA request for a “no-Building Code violations” letter. Seller (and, at Seller’s option and cost, Seller’s counsel) shall have the absolute right to be present at any meetings (including meetings conducted by telephone) with any governmental and quasi-governmental authorities and officials, including but not limited to any neighborhood commission members, whether at a formal or informal meeting. Purchaser shall provide copies of any correspondence sent to or received from such officials, within two (2) business days after receipt or dispatch, as the case may be. Purchaser shall not have the right to make any commitments to any such parties that are in any way binding on Seller or the Property. In addition, and notwithstanding the foregoing, Buyer and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Due Diligence Period in which to examine and inspect concerning the Property to determineanyone outside Buyer’s organization other than its agents, in its sole discretionconsultants, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership attorneys, representatives, prospective partners and other parties designated by it (collectivelytheir counsel and prospective lenders and their counsel, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), except as may be required by Operating Partnershipapplicable law. Buyer shall, subject at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and physical testing. Buyer shall, and does hereby agree to indemnify, defend and hold the limitations set forth herein. In the course of Seller, its investigationspartners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including, but subject not limited to, reasonable attorneys’ fees) caused by reason of Buyer’s or Buyer’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to the provisions of this Section 9.6, the Operating Partnership may make inquiries to third parties3.1, including, without limitation, municipal, local and other government representatives. If (i) claims made by any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties tenant against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover Seller for personal injury or property damage as a result resulting from Buyer’s wrongful entry into such tenant’s premises in connection with Buyer’s review of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; providedprovided that, however, in no event shall Buyer be liable for any diminution in value of the indemnity Property resulting from or in connection with the findings of Buyer’s due diligence studies pursuant to this Section 3.1 and (ii) Buyer’s obligations pursuant to this Section 3.1. Buyer shall not extend to protect Contributor obtain and maintain insurance from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance a creditworthy company with a policy limit of not less than Two Million Dollars ($1,000,000. Prior 2,000,000.00) for the purposes of its obligations and liabilities under this Section 3.1, and shall deliver to entering the Property, Operating Partnership shall provide to Contributor Seller a certificate of such insurance evidencing such coverage and naming Contributor the Seller as an additional insured partyinsured, prior to Buyer’s physical inspections of the Property. Operating Partnership’s obligations under this This Section 2.1 3.1 shall survive the Close of Escrow and/or any termination of this Agreement for a period of twelve (12) monthsAgreement.

Due Diligence. Operating Partnership A. Access to Property and Due Diligence Materials. Provided such does not otherwise disrupt the normal business operations of the Property, but so that Buyer may fully investigate and analyze the Property and the operation thereof, Seller shall provide, or cause to be provided, Buyer and its representatives with access to the Property, all books and records related thereto and to Hotel operations (whether on-site or off-site) and Hotel employees (including the vice president of operations, the general manager, the director of sales, the comptroller, the chief engineer, the rooms division manager, the food and beverage director, the executive housekeeper, the head chef, and any other management employees (collectively, the "KEY MANAGEMENT EMPLOYEES")) and tenants during regular business hours upon reasonable advance notice, which is not less than twenty-four (24) hours notice. Further, Buyer (or its representatives, agents and inspectors) shall have the Due Diligence Period in right, upon reasonable notice, which is not less than twenty-four (24) hours notice, to examine tour and inspect the Property to determinefor any purposes, in its sole discretionincluding but not limited to, whether for purposes of evaluating items such as the Property is satisfactory physical, structural and environmental condition, equipment and systems configuration and condition, and the appearance of the Property. On or prior to the Operating Partnership. The Operating Partnership Effective Date, Seller shall deliver to Buyer copies (at Seller's expense) of any and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books information and records for the Property that are documentation in Contributor’s Seller's possession or control for the purpose of conducting due diligence and shall, subject relating to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required Property which is reasonably requested by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third partiesBuyer, including, without limitation, municipaleach of the items identified in the List of Property Records attached hereto as EXHIBIT F and the "Employee List" (as defined herein), local and Seller shall provide Buyer with reasonable access (at Seller's management office located at Westland Hotel Corporation, 8885 Rio San Diego Drive, California 92108 (ph: (619) 297-4040)) to, xxx xxxxxx xxxx (0) xxxxxxxx xxxx xxxx xxxtten request by Buyer copies of, all other government representativesreasonably requested information and documentation relating to the Property in Seller's or the Key Management Employees' possession or control (collectively referred to herein as the "DUE DILIGENCE MATERIALS"). If Seller shall make available to Buyer, upon its reasonable request, for its inspection and photocopying, at Seller's expense, during regular business hours such other Due Diligence Materials which are not required to be delivered to Buyer but are in Seller's possession or control, and make available to Buyer at the Property any inspection Due Diligence Materials in the possession or test damages control of the Key Management Employees. Commencing from the Effective Date, Buyer shall have the right to meet and interview (in the presence of a representative of Seller, if required by Seller) any tenants under any Tenant Leases (subject to their willingness to be so interviewed), the Key Management Employees, and Hotel department managers and employees to discuss the Hotel, including the business and physical condition of the Hotel. In addition, Buyer shall have the right, but not the obligation, to contact such governmental agencies and authorities as it may elect in connection with the transaction contemplated hereunder (in the presence of a representative of Seller, if required by Seller). Further, Buyer shall also have the right to interview the architect(s), if any, with respect to the Hotel and Seller shall cooperate, as reasonably requested, in connection with the same, including, without limitation, providing such authorizations to architect(s), governmental agencies and Hotel Key Management Employees as may reasonably be required. B. Due Diligence Period. Commencing on the Effective Date and continuing until 5:00 p.m. Pacific time on the later to occur of (i) forty-five (45) days after the Effective Date or (ii) ten (10) days after written notice from Seller to Buyer that Seller Partner Approval has been obtained (the "DUE DILIGENCE PERIOD"), Buyer shall perform and complete, to the extent necessary in Buyer's judgment to make its election under Section 5D as to whether to proceed with the acquisition of the Property, Operating Partnership will promptly restoreits due diligence review, at examination and inspection of all matters pertaining to its sole expense, acquisition of the Property to its condition immediately prior to any such inspection or testand the interests and the rights and obligations under the Tenant Leases, Personal Property, Intangible Property, and all financial, physical, environmental and compliance matters, entitlements and other conditions respecting the Property. Notwithstanding the foregoingtime periods set forth herein which define Buyer's right to terminate this Agreement pursuant to Section 5D, Operating Partnership Seller acknowledges that Buyer may continue its due diligence process throughout the period prior to Closing (but Buyer shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection have no further right to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage terminate this Agreement as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto such additional due diligence except as expressly provided hereunder) and Seller agrees to cooperate in continuing to provide reasonable access to the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure managers and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter employees at the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsDue Diligence Materials.

Due Diligence. Operating Partnership shall (a) Buyer will have up to ninety (90) days from the Effective Date (“Due Diligence Period”) to complete, at its sole cost and expense, inspections, surveys and studies of the Property as Buyer deems necessary or appropriate to inspect or evaluate the Property. Buyer may shorten the Due Diligence Period by notifying Seller when it has completed its Due Diligence, and the Parties will proceed to Closing pursuant to Section 4. If Buyer determines, in its reasonable discretion, that further extension of the Due Diligence Period is required, including to facilitate any local, state, or federal permits, it may provide notice to Seller of its intent to further extend the Due Diligence Period for two additional paid extension periods of sixty (60) days each (“First Paid Inspection Period Extension” and “Second Paid Inspection Period Extension”). At the time Buyer notifies Seller of its intent to extend for the First Paid Inspection Period Extension, it will post additional Exxxxxx Money Deposit of $30,550. If Buyer notifies Seller of its intent to extend for the Second Paid Inspection Period Extension, it will post an additional Exxxxxx Money Deposit of $30,550. (b) Seller will within five (5) days of the Effective Date, deliver to Buyer all information and documentation regarding the Property which is in its possession, its affiliates, and/or property manager possession (“Seller Deliveries”). Seller represents to examine Buyer that to Seller’s actual knowledge the Seller Deliveries constitute all of the information and inspect documentation relating to the Property that Seller possesses. (c) Buyer agrees that Seller or its employees or agents may accompany Buyer when Buyer conducts any physical inspection of the Property. Seller shall allow Buyer to have access to the Property to determineinvestigate and inspect (at Buyer’s sole cost and expense) the legal, physical, economic, and environmental condition of the Property, and the suitability of the Property for Buyer’s intended use thereof, to include soils and geotechnical assessments and an ASTM Phase I survey, or equivalent environmental due diligence investigation, of the Property to determine or confirm the condition of the Property. At Seller's request, Buyer shall promptly furnish to Seller copies of any reports received by Buyer relating to its inspections of the Property. Buyer acknowledges and agrees that Seller will not be responsible for making or contributing in any way to the cost of making any changes or improvements to the Property to accommodate Buyer’s proposed use or any future use of the Property. Buyer will have the right to terminate this Agreement prior to the expiration of the Due Diligence Period by written notice to Seller if it determines for any reason, in its sole and absolute discretion, whether the Property that it is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose unsatisfied with any aspect of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership whereupon the Exxxxxx Money Deposit will promptly restore, at its sole expense, the Property be returned to its condition immediately prior Buyer as specified in Section 3 above. Prior to conducting any such physical inspection or test. Notwithstanding testing at the foregoingProperty, Operating Partnership other than a mere visual examination, by Buyer or its agents, employees, contractors, or representatives, Buyer shall not conduct any soil boringsdeliver insurance certificates to Seller evidencing that Buyer carries and maintains such general liability insurance policies with such companies and in such scope and amounts as are acceptable to Seller in its reasonable discretion, core samples or other invasive testing without the prior written consent of Contributorand in all cases, which consent by Contributor naming Seller as an additional insured party and loss payee thereunder. (d) Buyer will not suffer or permit to be unreasonably withheldenforced against the Property, delayed or conditioned and which shall be deemed given by Contributor unless any part of the Contributor provides written notice of objection to Operating PartnershipProperty, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any preconstruction or construction liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out from the work of the gross negligence or willful misconduct of Contributor Buyer or any of its Affiliates contractors or agents, and Buyer will pay or cause to be paid (or otherwise resolved through bonding or other than Operating Partnershipappropriate security instrument as provided by applicable law) all of the liens, its Subsidiaries and its Advisor)) claims, or demands before any action is brought to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto enforce the same against the Property; provided. Buyer hereby indemnifies, howeverdefends, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force holds harmless Seller from and after the date Operating Partnership against all loss, cost, expense, liability, damage, fine, or other claim (including attorneys’ fees and Operating Partnership’s Representatives first enter the Propertyrelated costs) arising out of or in any way connected with work performed or materials or supplies furnished for Buyer or its contractor, and continuing throughout the term agents, or employees. (e) The provisions of this Section 8(d) will survive Closing or earlier termination of this Agreement, liability insurance of and will not less than $1,000,000. Prior to entering be merged into the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsClosing documents.

Due Diligence. Operating Partnership a. On or before the date which is three (3) business days following the Effective Date, Seller shall have furnish to Buyer, for review and reliance as part of Buyer’s due diligence, all documents in Seller’s possession pertaining or relevant to the Property (the “Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s RepresentativesDocuments”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the following: (a) surveys of the Property, Operating Partnership will promptly restoreif any; (b) environmental assessments pertaining to the Property; (c) geotechnical reports on the Property; (d) roof, at its sole expense, structural and building reports pertaining to the Property; (e) Seller’s title policy on the Property and copies of all underlying documents; (f) notices of violations of any zoning ordinance or other law, regulation, agreement or instrument applicable to the Property; (g) architectural and engineering plans and specifications relating to the building and other improvements on the Property; (h) all property tax assessment bills for the last 3 years related to the Property; (i) all service contracts, property management agreements, and other agreements in place regarding the Property; (j) all insurance policies and certificates regarding the Property; (k) a schedule of all capital improvements at the Property for the last three (3) years; and (l) warranties and/or guaranties pertaining to the Property. In the event Seller shall withhold any Due Diligence Document that is material to the condition, use, ownership or operation of the Property and which was required by Seller to be delivered to Buyer pursuant to this Section 2(a), Buyer shall have the right to exercise Buyer’s remedies under Section 11(a) below. b. From the Effective Date, through the date of Closing (as defined below), Seller shall allow Buyer and Buyer’s agents and consultants access to the Property for the purpose of conducting building inspections, surveys, environmental assessments, and other investigations, tests and studies in connection with the evaluation of the due diligence conditions to this Agreement. Such access shall be exercised by Buyer and its agents and consultants at reasonable times, without material interference with Seller’s ongoing operations at the Property (if any), and shall be exercised with due care and at the risk of Buyer, and with general liability insurance as may be customary. If Buyer or its agents or consultants shall cause any damage to the Property in connection with such access, Buyer shall restore the same to its condition immediately prior preceding such damage, and in any event Buyer shall indemnify Seller against damage caused by Buyer or its agents or consultants in connection with such access; provided, however, that under no circumstances shall Buyer be liable to any such inspection Seller hereunder as a result of (x) Buyer’s or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples Buyer’s agents or consultants mere discovery of hazardous materials or other invasive testing without conditions at the prior written consent of ContributorProperty or (y) the fraud, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any Seller. c. Xxxxx is performing due diligence of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout accepts the term of property in an as-is condition, other than as expressly provided for in this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership (a) For a period of 30 days after the Effective Date (the “Due Diligence Period”), Buyer and his agents and representatives shall have be entitled to conduct an inspection of the Premises, which may include, but shall not be limited to, the rights to (1) enter on the Premises to perform inspections and tests, including, but not limited to, inspection, evaluation and testing of the heating, ventilation and air-conditioning systems and all components thereof, the roof of the building, the parking lots, all structural and mechanical systems within the building, including, but not limited to, sprinkler systems, power lines and panels and plumbing; and (2) make investigations with regard to zoning, environmental, building code and other legal requirements, including, but not limited to, an environmental assessment. If Buyer, in his sole and absolute discretion, determines that the results of any inspection, test or examination do not meet Buyer’s criteria for purchase or operating of the Premises in the manner contemplated by Buyer, or if Buyer, in his sole discretion, otherwise determines that the Premises is unsatisfactory to him, then Buyer may terminate this Agreement by written notice to Seller, given not later than the last day of the Due Diligence Period Period. Upon such termination, the xxxxxxx money shall be returned to Buyer and, except as otherwise provided in which to examine and inspect this Section, neither of the Property to determine, in its sole discretion, whether the Property is satisfactory Parties shall have any further liability to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth hereinhereunder. In the course event Buyer fails to notify Seller of his intent to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer’s right to terminate this Agreement shall be waived and become null and void. (b) All inspections, investigations, tests and appraisals required by Buyer under this Section shall be at Buyer’s expense unless otherwise expressly provided in this Agreement. (c) Neither Buyer, nor any of its investigationsagents or representatives, but subject to shall damage the provisions of Section 9.6Premises or any portion thereof, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local except for any immaterial damage caused by environmental and other government representatives. If any inspection or test damages the Propertytests, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent all of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall promptly be deemed given repaired by Contributor unless the Contributor provides written notice of objection Buyer at Buyer’s sole cost and expense. Buyer agrees to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, indemnify and defend Seller and hold Contributor Seller harmless from any liens and all claims, demands, actions, lawsuits, damages and costs, including reasonable attorneys’ fees, arising out of any act or omission of Buyer, or its inspections as well as agents and/or representatives, in connection with Buyer’s due diligence review. The foregoing obligation shall survive the closing of this transaction and any claims asserted by third parties against Contributor termination of this Agreement. (other than those arising out d) The physical condition of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto Premises shall be substantially the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after same on the date Operating Partnership and Operating Partnership’s Representatives first enter of possession, as it exists as of the Property, and continuing throughout the term Effective Date of this Agreement, liability insurance of not less than $1,000,000reasonable wear and tear excepted. Prior Buyer shall have the right to entering inspect the Property, Operating Partnership shall provide Premises during the 48-hour period immediately prior to Contributor a certificate of insurance evidencing such coverage possession and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsclosing.

Due Diligence. Operating Partnership (a) During the period commencing on the Effective Date and expiring at 5:00 P.M. (EST) on the fourteenth (14th) day following the Effective Date (the “Due Diligence Period”), Buyer shall have the Due Diligence Period right, at its sole cost and expense, to review the Seller’s Documents and to conduct such inspections and tests of the Real Property as Buyer deems reasonably necessary, subject, however, to the terms and conditions set forth in which to examine and inspect the Property to determinethis Agreement. If, in connection with the performance of its sole discretiondue diligence, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and Buyer and/or its engineers, architects, consultants, lenders, investors, partners, contractors, agent or other parties designated by it representatives (collectively, “Operating PartnershipBuyer’s Representatives”) shall have reasonable require access to all books the Real Property, Seller agrees to reasonably cooperate with Buyer and records for Buyer’s representatives; provided, however, such access shall be during normal hours of operation of the Real Property and after 24 hours prior notice to Seller pursuant to Section 12.1. Buyer acknowledges and agrees that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, its access shall be subject to the rights of tenants under Leases, the Leases and that Seller may not be able to conduct arrange access to spaces controlled by tenants. Buyer covenants and complete such surveys, agrees that the inspections and tests shall be conducted in such a manner that they do not cause any unreasonable interference with the business operations of the tenants on the Real Property and that neither Buyer, nor its employees, agents, engineers, consultants, contractors or other representatives, shall conduct any interviews of any tenants. (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject b) Notwithstanding anything to the limitations contrary contained herein, except as expressly set forth herein. In in the course of its investigationsnext succeeding sentence, but subject Buyer’s right to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local conduct such inspections and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership tests shall not include the right to conduct any soil boringsinvasive environmental testing, core samples or other invasive testing and neither Buyer nor any of Buyer’s Representatives shall perform the same without the prior written consent approval of ContributorSeller, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which approval shall be deemed given in Seller’s sole discretion. Section 4.2. Prior to entry by Contributor unless Buyer or any of Buyer’s Representatives, Buyer shall deliver to Seller evidence that Buyer (or its affiliate) and/or Buyer’s Representative, whichever is applicable, has obtained and is maintaining commercial general liability insurance in an amount not less than $1,000,000.00 that names Seller as an additional insured thereon and that insures Seller against injury, death and property damage on or about the Contributor provides written notice Real Property that arises out of objection the acts, negligence and omission of Buyer and/or such engineer, consultant, contractor or other representative; such coverage may be provided under any blanket policy maintained by Buyer (or its affiliate) and/or Buyer’s Representative so long as such policy shall contain a “per location” endorsement ensuring that the above stated policy limits are available separately for any injury, death and property damage relating to Operating Partnershipthe Real Property and are not reduced by claims arising from injury, specifying the basis for death or property damage at other locations. Buyer shall comply with, and shall use commercially reasonable efforts, to cause Buyer’s Representatives to comply with, all laws, rules and regulations of any governmental authority and to obtain all licenses and permits required in connection with such objection, within three (3) days after submission by Operating Partnership of a written request for such testingactivities. Section 4.3. Operating Partnership shall Buyer agrees to indemnify, defend, defend and hold Contributor Seller harmless from and against any liens property damage or personal injury or claim or lien against the Real Property caused by, or arising out of its inspections as well as any claims asserted or in connection with, such access, inspections, tests, or assessments by third parties against Contributor (other than those arising out of the gross negligence Buyer or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating PartnershipBuyer’s Representatives’ entry onto the Property; provided, however, the indemnity that Buyer’s obligations under this indemnification provision shall not extend apply to protect Contributor from the any pre-existing liabilities for matters merely discovered preexisting conditions, except to the extent that such conditions are exacerbated by Operating Partnership (e.g.such activities, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liabilityor the negligence or misconduct of Seller. Operating Partnership Such indemnification shall procure and continue in force from and after survive the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term closing or earlier termination of this Agreement, liability insurance for a period of six (6) months. Section 4.4. If the Real Property is physically damaged or altered, and if such damage or alteration is caused by, or arises out of or in connection with, such access, inspections, tests, or assessments by Buyer or Buyer’s Representatives, and if this Agreement is subsequently terminated, then Buyer agrees to promptly repair and/or restore the Real Property to the condition which existed immediately prior to such damage or alteration, normal wear and tear excepted. In addition, Buyer agrees that Seller shall have the right to complete such repair and/or restoration if Buyer has not less than $1,000,000completed the same within thirty (30) days after the termination of this Agreement, and Buyer agrees to reimburse Seller for the actual and reasonable costs and expenses incurred by Seller in connection with such repair and/or restoration. Prior Such repair and/or restoration obligation, and such reimbursement obligation, shall survive the termination of this Agreement. (a) If the results of Buyer’s investigations are unsatisfactory in Buyer’s sole discretion, Buyer shall give written notice of termination to entering Seller and Escrow Agent on or before the expiration of the Due Diligence Period. If Buyer gives notice of termination on or before said deadline, then this Agreement shall be deemed terminated as of the date on which Seller receives such notice, and Escrow Agent shall return the Deposit and all interest thereon to Buyer, and neither party shall have any further obligations or liabilities under this Agreement except as expressly set forth in this Agreement. Seller agrees, if requested by Escrow Agent, to confirm the foregoing by instruction to Escrow Agent to return the Deposit and all interest thereon, to Buyer. If Buyer fails to give notice of termination on or before said deadline, then Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.5, and Buyer agrees to purchase the Property in its “as is” condition as of said deadline, subject only to reasonable wear and tear, without abatement or reduction of the Purchase Price, and subject to the satisfaction of any other conditions to closing expressly set forth in this Agreement. (b) If this Agreement is terminated by Buyer in accordance with this Section 4.5 or any other provision of this Agreement, Buyer shall, upon written notice by Seller, return to Seller all documents provided to Buyer from Seller, and any copies thereof made by Buyer, or destroy such documents and copies. Buyer agrees that any and all non-public information obtained by Buyer or its agents and representatives with respect to the Real Property, including without limitation all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Real Property, shall be held by Buyer in confidence and not released or shared with anyone except (i) Buyer shall be entitled to make such disclosures to Buyer’s Representatives to the extent reasonably necessary to allow Buyer to evaluate the Property, Operating Partnership provided such Buyer’s Representatives have been advised of the terms of Section 3.1(b), and (ii) Buyer shall provide be entitled to Contributor make such disclosure to the extent required by law (including any disclosure required under any federal or state securities law), or by any rules or policies of any governmental body provided Buyer notifies Seller of the nature of and reason for such disclosure at least ten (10) business days prior to making such disclosure unless disclosure is required in a certificate shorter period of insurance evidencing such coverage and naming Contributor as an additional insured partytime by applicable law. Operating Partnership’s obligations under The provisions of this Section 2.1 shall survive the termination of this Agreement for a period of twelve one (121) monthsyear. Section 4.6. In the event this Agreement is not terminated pursuant to the provisions of this Article IV, the Deposit shall be deemed non-refundable, but applicable to the Purchase Price, except as otherwise expressly provided in this Agreement.

Due Diligence. Operating Partnership Purchaser shall have the right, during the Due Diligence Period, to inspect the Property and to investigate existing zoning, the physical and environmental condition of the Property, the adequacy of existing utilities and any other factors Purchaser deems relevant in determining whether to purchase the Property. Within two (2) business days after the Effective Date, Seller shall make available to Purchaser at the offices of Seller’s Counsel in Morristown, New Jersey all documentation in possession of Seller’s Counsel relating to environmental conditions at the Property (the “Environmental Documents”) and shall make available to the Purchaser’s environmental and property condition consultants at the Property a person in Seller’s employ knowledgeable about the Property’s use by Seller, and Seller’s counsel shall deliver to Purchaser’s counsel a copy of Seller’s current title policy and survey relating to the Property. For purposes of conducting such inspections and studies, Purchaser shall have access to the Property at all reasonable times, subject to Section 4.2 below. If for any reason (including but not limited to Purchaser’s discovery during the Due Diligence Period of additional areas of environmental concern not previously identified by Philips Electronics North America Corporation (“PENAC”) in which to examine and inspect the course of its investigation or remediation of the Property pursuant to determinethe Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et al. (“ISRA”) or the absence of documentation evidencing PENAC’S responsibility to remediate the Property) or for no reason Purchaser is not satisfied with the results of its investigations, Purchaser may terminate this Agreement on notice to Seller and Escrow Agent given within the Due Diligence Period. In the event of such termination, the Deposit, shall be returned to Purchaser, whereupon, except as expressly provided in this Agreement, all rights and obligations of the respective parties hereunder shall be null and void. If Purchaser does not deliver such notice of termination pursuant to this Section 4.1 within the Due Diligence Period, Purchaser shall conclusively be deemed to have waived its right of termination under this Section 4.1. Purchaser may, in its sole discretion, whether waive the Property is satisfactory balance of the Due Diligence Period at any time prior to the Operating Partnership. The Operating Partnership and other parties designated end of the Due Diligence Period by it (collectivelynotifying Seller, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for in writing, in which instance the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership Due Diligence Period will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthshave expired.

Due Diligence. Operating Partnership (a) Purchaser shall have through the last day of the Due Diligence Period in which to examine examine, inspect, and inspect investigate the Property to determineand, in its Purchaser’s sole and absolute judgment and discretion, to determine whether the Property is satisfactory acceptable to Purchaser and to obtain all necessary internal approvals. Notwithstanding anything to the Operating Partnership. The Operating Partnership and other parties designated contrary in this Agreement, Purchaser may terminate this Agreement by it giving written notice of termination to Seller (collectively, the “Operating Partnership’s RepresentativesDue Diligence Termination Notice”) on or before the last day of the Due Diligence Period. If Purchaser does not give a notice of its intent to continue this Agreement beyond the expiration of the Due Diligence Period, Purchaser shall be deemed to have given a Due Diligence Termination Notice, and this Agreement shall be deemed terminated. (b) Purchaser shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, architectural, engineering, geotechnical and environmental inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, but subject to the limitations restrictions set forth hereinbelow), and any other inspections, studies, or tests reasonably required by Purchaser. Purchaser shall provide not less than one (1) business day’s prior notice to Seller before conducting any investigations, study, interview or test to or at the Land and the Improvements, and Seller’s representatives shall be permitted to attend any interview which Purchaser determines to conduct with any tenant of the Property. (c) Purchaser and its agents, employees, and representatives shall have a continuing right of reasonable access to the Property during the pendency of this Agreement, upon reasonable notice, for the purpose of examining and making copies of all books and records and other materials relating to the Property in Seller’s or its property manager’s possession and Purchaser shall have the right to conduct a “walk-through” of the Property prior to the Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership Purchaser may make inquiries to third parties, including, without limitation, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Seller consents to such inquiries. (d) Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. If Purchaser shall give Seller at least one (1) business day prior notice of Purchaser’s intention to conduct (or cause to be conducted) any inspection physically intrusive investigation, examination or test damages study of the PropertyLand or the Improvements (any such investigation, Operating Partnership examination or study, an “Intrusive Investigation”) as part of its Due Diligence investigations, and shall not be permitted to perform an Intrusive Investigation unless Seller tenders written approval to such Intrusive Investigation within such period. In the event Purchaser desires to conduct (or cause to be conducted) any Intrusive Investigation of the Land or the Improvements, such as sampling of soils, other media, building materials, or the other comparable investigation, Purchaser will promptly restoreprovide a written scope of work to Seller describing exactly what procedures Purchaser desires to perform. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its reasonable discretion. (e) Purchaser and Purchaser’s representatives shall, at in performing its sole expenseDue Diligence inspections, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Property to its condition immediately prior Land and the Improvements. Unless required by applicable law, regulation or subpoena, neither Purchaser nor Purchaser’s representatives shall report the results of the Due Diligence inspections to any such inspection governmental or test. Notwithstanding the foregoing, Operating Partnership shall not conduct quasi-governmental authority under any soil borings, core samples or other invasive testing circumstances without the prior obtaining Seller’s express written consent of Contributorconsent, which consent by Contributor will not may be unreasonably withheldwithheld in Seller’s sole discretion. (f) Purchaser or Purchaser’s representatives, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnershipas applicable, specifying the basis for such objection, within three shall: (3a) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor maintain comprehensive general liability (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)occurrence) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue insurance in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance an amount of not less than $1,000,000. Prior to entering 1,000,000 covering any accident arising in connection with the Propertypresence of Purchaser or Purchaser’s representatives at the Land and the Improvements and the performance of any investigations, Operating Partnership examinations or studies thereon, and shall provide to Contributor deliver a certificate of insurance evidencing (in form and substance reasonably satisfactory to Seller), verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and naming Contributor (b) promptly pay when due any third party costs associated with its Basic Project Inspection. Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Due Diligence inspection, and, to the extent Purchaser or Purchaser’s representatives alter, modify, disturb or change the condition of the Land or the Improvements as an additional insured party. Operating Partnershippart of the Due Diligence inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to the condition in which the same were found before such alteration, modification, disturbance or change. (g) Purchaser hereby indemnifies, protects, defends and holds Seller, its affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with the negligent actions or misconduct of Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s representatives entry upon the Land or the Improvements hereunder, excluding those caused by Seller’s gross negligence of willful misconduct. (h) The obligations of the Purchaser under this Section 2.1 paragraph shall survive the termination of this Agreement for a period of twelve (12) monthsthe Agreement.

Due Diligence. Operating Partnership shall Buyer will have until the latter of (i) forty-five (45) days after the full execution of this Agreement by both parties hereto, or (ii) forty-five (45) days after delivery of each of the following items (the "Due Diligence Period") to conduct all of its inspections and due diligence and satisfy itself regarding each item, the Property and this transaction. a. The original and one copy of a title insurance commitment for an ALTA owner's title insurance policy (see paragraph 8 below) b. Copies of such "as built" plans and specifications for the Property as Seller can locate after diligent search. c. Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property. d. Current lease, and rent payment history showing occupancy date, lease expiration date, rent, and security deposit, if any, accompanied by such tenant financial statements as may have been provided to Seller by the Tenant. e. Copies of any and all existing soil tests and environmental tests previously done by or for Seller relating to the Property. During the Due Diligence Period in which Period, Buyer and Seller as a condition to examine both parties' obligations hereunder, shall attempt to agree upon a mutually acceptable form of assignment and inspect assumption of lease and personalty of Seller on the Property, if any, with respective pre and post closing indemnification clauses, and an Estoppel Certificate executed by existing tenant on such form reasonably approved by Buyer. Seller shall provide Buyer access to the Property from time to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control time for the purpose of conducting inspections thereof including mechanical, structural, electrical and other physical inspections. Buyer has until the end of the Due Diligence Period to complete such physical inspection. Buyer shall indemnify Seller from and against any and all losses, claims, causes of action, liabilities, and costs to the extent caused by the actions of Buyer, its agents, employees, contractors, or invitees, during any such entry upon the Property. The foregoing duty of indemnification shall include the duty to pay all reasonable attorney's fees incurred by the Seller in responding to or defending any such claims or proceedings. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by overnight delivery service to Seller and escrow holder before the expiration of the Due Diligence Period. Such notice shall be deemed effective only upon receipt by Seller. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under Sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned the First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. After passage of the Due Diligence Period and Buyer's failure to terminate this Agreement as provided above, Buyer shall have been deemed to have waived its right to terminate this Agreement based upon the items received by Buyer and its inspection of the property during the Due Diligence Period. Buyer shall have ten (10) business days, from written notice to Buyer, to review any adverse material changes in any of the due diligence and shall, subject items received prior to the rights of tenants under Leases, be able Closing Date to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth hereinterminate this Agreement. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding Except for the foregoing, Operating Partnership shall if this Agreement is not conduct any soil boringscanceled, core samples or other invasive testing without the prior written consent all of Contributor, which consent by Contributor Buyer's conditions and contingencies will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthssatisfied.

Due Diligence. Operating Partnership shall have the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject Subject to the provisions of Section 9.69.3 hereof, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local Seller has provided and/or shall provide Buyer and its consultants and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, agents and representatives with access to the Property to its perform Buyer’s inspections and review and determine the present condition immediately of the Property. Buyer shall have the right, at any time prior to any such inspection or test. Notwithstanding Closing to communicate with the foregoing, Operating Partnership shall Seller’s on site property manager provided that Buyer gives Seller not conduct any soil borings, core samples or other invasive testing without the less than twenty-four (24) hours prior written consent of Contributornotice (which notice may be made by email to xxxxxxxxx@xxxxxxxx.xxx), which consent and Seller shall have the right, but not the obligation, to be present at any meeting with the property manager. Seller has delivered or made available to Buyer, or shall deliver or make available to Buyer by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within no later than three (3) days Business Days after submission the Effective Date, copies of surveys prepared by Operating Partnership Seller, Seller’s title policy, Phase I or other environmental reports on the Property obtained by Seller, building permits, use and occupancy permits or the equivalent, all contracts pertaining to the operation of a written request the Property, including all service and maintenance agreements and equipment leases listed on Exhibit D (collectively, the “Service Contracts”), other contracts, agreements, reports, third party appraisals, projections, budgets, operating statements and quarterly reports for such testing. Operating Partnership shall indemnify, defendthe preceding two (2) years, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted other items and materials delivered to, prepared by third parties against Contributor (other than those arising out or on behalf of, or in Seller’s possession with respect to the Real Property, and the operation of the gross negligence hotel thereon (collectively, the “Due Diligence Materials”) in Seller’s or willful misconduct its property manager’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude: (i) those portions of Contributor the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Property, or cost of construction of the Improvements and related soft costs; (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, members or investors in connection with its Affiliates (other than Operating Partnershipconsideration of the acquisition of the Property, its Subsidiaries and its Advisor)) to recover for personal injury construction of the Improvements or property damage as a result sale of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided(iii) any proposals, howeverletters of intent, draft contracts or the indemnity shall not extend to protect Contributor like prepared by or for other prospective purchasers of the Property or any part thereof; (iv) Seller’s internal memoranda, attorney-client privileged materials, internal appraisals or projections; and (v) any information which Seller is prohibited from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate disclosing because such pre-existing liability. Operating Partnership shall procure information is the subject of a confidentiality agreement between Seller and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured third party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership Sellers and their agents shall have the Due Diligence Period in which to examine give Buyer and inspect the Property to determineBuyer’s counsel, in its sole discretionaccountants, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership engineers, insurance carriers, lenders and other parties designated by it representatives (collectively, “Operating PartnershipBuyer’s Representatives”) shall have reasonable access to all books of Sellers’ properties, books, accounts, contracts, commitments, licenses, site plans, surveys, records and records for receipts used or useful in connection with the Property or the operation thereof that are in ContributorSeller’s possession or control for the purpose of conducting due diligence possession, and shall, subject Sellers shall furnish Buyer with all such information concerning Sellers’ affairs with respect to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), Property or the operation thereof as Buyer may be required by Operating Partnership, subject to the limitations set forth hereinreasonably request. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership Buyer shall indemnify, defendhold harmless and defend Sellers and Manager from and against any loss, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence damage, liability or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover claim for personal injury or property damage as a result of Operating Partnership’s and any other loss, damage, liability, claim or Operating Partnershiplien to the extent arising from the acts at or upon the Property by Buyer or Buyer’s Representatives’ entry onto , INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLERS AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim if and to the Property; provided, however, extent caused by the indemnity gross negligence or reckless or willful misconduct of Sellers and/or Manager. Buyer understands and agrees that any on-site inspections of the Property shall occur at reasonable times agreed upon by Sellers and Buyer after not extend less than two (2) business days prior written notice to protect Contributor from Sellers and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Sellers and/or Manager shall have the right to have a representative present during any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions such inspections. If Buyer desires to do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter any invasive testing at the Property, Buyer shall do so only after notifying Sellers and continuing throughout obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed and may be subject to reasonable terms and conditions as may be proposed by Sellers. Buyer shall not permit any liens to attach to the term Property by reason of this Agreement, liability insurance of not less than $1,000,000such inspections. Prior to entering Buyer shall (i) restore the Property, Operating Partnership shall provide at its own expense, to Contributor a certificate substantially the same condition which existed prior to any inspections or other activities of insurance evidencing such coverage Buyer thereon; and naming Contributor as an additional insured party(ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any other work for Buyer or Buyer’s Representatives on or related to the Property. Operating Partnership’s obligations under The provisions of this Section 2.1 3.04 shall survive the any termination of this Agreement for a period of twelve (12) monthsand the Closing.

Due Diligence. Operating Partnership Buyer, or its designees, will have a period of forty (40) days after both parties' execution of this Agreement (the "Due Diligence Period"), to enter the Property to make inspections, engineering tests, surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of the Property. All entry upon the Property and any and all contact with on site employees of Seller by Buyer shall have be upon prior notice to Seller and, at Seller's option, accompanied by an agent of Seller. Buyer agrees to complete its lease audit, financial inspection, and physical review within the first twenty (20) days of the Due Diligence Period. All third party engineering and environmental reports must be ordered within said first twenty (20) day period. If the Closing of the Property does not occur, Buyer will make such repairs as necessary to leave the Property in the same condition as prior to entry by Buyer. (i) During the Due Diligence Period, Buyer may inspect the Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide (or make available at designated locations with respect to items 9 and 10 only), those operational and information items which relate to the Property as follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Expense Statements for the last two (2) calendar years 3. Expense Statement for the current calendar year to date (as of the end of the month previous to execution) 4. Breakdown of the Property's payroll account including a list of on-site personnel, for the last calendar year and for the current calendar year to date 5. Copy of current ad valorem and personal property tax statements for the current tax year (if available) and for the previous two (2) years (if available) and a condensed list of utility bills for the Property, for the last full calendar year, if in Seller's possession 6. As-built survey, if in Seller's possession (the "Survey") 3 7. Copies of all third-party contracts (e.g., termite, landscape, pool maintenance, etc.) and other Property Contracts in effect or which will be in effect at or after the closing date 8. Copy of the latest insurance declaration covering the Property (the same may be within a master policy) 9. Make available to Buyer all income information in Seller's possession for all tenants currently leasing units at the Property. 10. Make available originals or copies of all tenant leases for the Property in connection with each apartment unit, and all credit reports and other information concerning the leases or the tenants which are currently in Seller's files 11. A list of all equipment leases and/or any financing documents for personal property, equipment, etc., affecting the apartment complex 12. Copies of architectural and engineering plans, drawings and specifications (including "as-built" plans and drawings, if any) Seller possesses with regard to the Real Property, including any improvements to be constructed on the Real Property, and Personal Property. 13. Seller's most recent environmental report prepared with respect to the Property in Seller's possession or control. 14. Copies of all governmental licenses and permits issued with respect to the Property and/or with respect to any construction or improvement of the Property, including specifically, without limitation, special or conditional use permits, building permits, and certificates of occupancy, to the extent in Seller's possession or control. 15. Copies of all relevant information regarding the relocation of any water course on the Property and any agreements pertaining to the water or drainage rights of the Property, if in Seller's possession. 16. A list of all pending litigation and all administrative proceedings which relate to the Property, identifying the general nature of such litigation and proceedings and the legal counsel representing Seller in same, except for eviction proceedings and collections in the ordinary course of business. 4 17. Copies of all site plans, development plans, plats, preliminary plats, and similar information, if in Seller's possession. To the extent any of the foregoing items are not in Seller's possession or control, Seller shall so advise Buyer within the foregoing 2 day time period. Seller agrees to promptly deliver to Buyer any additional information which pertains to the foregoing and is received by Seller after delivery of the Due Diligence Information by Seller. Seller shall promptly advise Buyer in writing if Seller becomes aware that any of the information furnished by Seller to Buyer is materially incorrect, specifying the nature of such incorrect item. During the Due Diligence Period in which and upon reasonable request thereafter, subject to examine any restrictions or limitations herein stated, Buyer shall have the right to continue to inspect and inspect test the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all Seller's books and records for relating to the Property, and Seller shall cooperate with Buyer in all reasonable respects in making such inspections and tests. All of the foregoing will either be at the Property location (with respect to items 9 and 10 only) or submitted to Buyer by Seller within two (2) days after execution of this Agreement by both parties. All Due Diligence materials must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that are it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or the current fee owner or its affiliates for a period of two (2) years after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without Seller's written consent prior to closing. All reports desired by Buyer during its Due Diligence Period shall be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply copies to Seller of each and every report it receives if and only if it is a physical inspection or environmental report, immediately upon their completion and availability to Buyer. (ii) During the Due Diligence Period, Buyer will conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and other government permits and regulations and all other matters and documents relating to the operation of the Property, including the items supplied by Seller under Section 3(a) hereof. (iv) For any reason or for no reason, Buyer shall have the right to terminate this Agreement by delivering written notice thereof to Seller prior to the expiration of the Due Diligence Period, in Contributor’s possession which event the Earnest Money shall immediately bx xxxxxered to Buyer by the Escrow Agent, and the parties shall have no further right, obligation or control for liability hereunder. The foregoing shall not apply to Buyer's review of the purpose leases, financial inspection and physical review, which Buyer shall approve or disapprove during the first 20 days of conducting due diligence and shallits Due Diligence Period, subject to the rights of tenants under Leases, be able findings in the third party reports. (v) Seller agrees that any management agreement and leasing agreement with respect to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout any Property Contract which may exist with an affiliate of Seller, will be terminated as of the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsClosing Date if requested by Buyer.

Due Diligence. Operating Partnership (i) Within five (5) days following the Effective Date, Seller shall provide to Buyer copies of the following documents and materials pertaining to the Property to the extent within Seller's possession or reasonably obtainable by Seller or Seller's counsel: (A) a complete copy of all leases affecting the Property (unless the same have previously been provided to Buyer) and all amendments thereto; (B) a copy of the most recent survey and site plan of the Property; (C) a copy of the most recent enviromnental reports for the Property (D) a copy of all architectural plans and specifications and construction drawings and contracts for improvements to be located on the Property; (E) a copy of Seller's most recent title insurance policies relating to the Property; (F) all Seller contracts which currently affect the Property. (ii) Within five (5) days following the commencement of the Second Due Diligence Period, Seller shall provide to Buyer copies of the following documents and materials pertaining to the Property to the extent within Seller's possession or reasonably obtainable by Seller or Seller's counsel: (A) a copy of the certificate of occupancy and zoning reports for the Property; (B) a copy of all governmental permits/approvals; (C) a copy of all engineering and physical condition reports for the Property prepared within the last five years; (D) copies (or other reasonably acceptable evidence) of the Property's real estate tax bills for the current tax year; (E) all service contracts and insurance policies which affect the Property; (F) a copy of all warranties relating to the improvements constructed on the Property, including without limitation any roof warranties; and (G) a written inventory of all items of personal property to be conveyed to Buyer, if any (the "Due Diligence Materials"). Seller shall deliver any other documents relating to the Property reasonably requested by Buyer, to the extent within Seller's possession or reasonably obtainable by Seller or Seller's counsel, within three (3) business days following such request. Additionally, during the term of this Agreement, Buyer, its agents and designees, shall have the Due Diligence Period in which right to examine and inspect enter the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shallProperty, subject to the rights of tenants under Leases, be able to conduct the Tenant and complete compliance with the Lease requirements for such surveys, inspections and tests entry (including reasonable intrusive inspection and samplingthose in Lease Section 39), as may be required by Operating Partnership, subject to for the limitations set forth herein. In the course purposes of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages inspecting the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any conducting soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defendtests, and hold Contributor harmless from making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any liens arising out of its other investigations and inspections as well as any claims asserted by third parties against Contributor (other than those arising out Buyer may reasonably require to assess the condition and suitability of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, that such activities by or on behalf of Buyer on the indemnity Property shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered damage the Property nor interfere with construction on the Property or the conduct of business by Operating Partnership (e.g.Tenant under the Lease; and provided further, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership however, that Buyer shall procure indemnify and continue in force hold Seller harmless from and after against any and all claims or damages to the date Operating Partnership and Operating Partnership’s Representatives first enter extent resulting from the activities of Buyer or its employees, agents or contractors on the Property, and continuing throughout Buyer shall repair any and all damage caused, in whole or in part, by Buyer or its employees, agents or contractors, and return the term Property to its condition prior to such damage, which obligation shall survive Closing or any termination of this Agreement. Seller shall reasonably cooperate with the efforts of Buyer and the Buyer's representatives to inspect the Property. During the Second Due Diligence Period, liability insurance of not less than $1,000,000Buyer shall be permitted to speak and meet with Tenant in connection with Buyer's due diligence. Prior to the Second Due Diligence Period, Seller shall provide Buyer with the name of a contact person(s) for the purpose of arranging site visits. Buyer shall give Seller reasonable written notice (which in any event shall not be less than two (2) business days) before entering the Property and comply with all Lease requirements related to such entry, and Seller may have a representative present during any and all examinations, inspections and/or studies on the Property. Buyer shall have the unconditional right, Operating Partnership for any reason or no reason, to terminate this Agreement by giving written notice thereof to Seller and the Escrow Agent prior to the expiration of the Second Due Diligence Period, in which event this Agreement shall provide to Contributor become null and void, Buyer shall receive a certificate refund of insurance evidencing such coverage the Xxxxxxx Money, and naming Contributor as an additional insured party. Operating Partnership’s all rights, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set forth herein. In the event that the Due Diligence materials enumerated in Section 2.1 6(b)(ii) above disclose any matters which need completion or correction, Buyer shall survive give Seller written notice of such matters which shall then be completed or corrected by Seller provided Seller need not expend more than Twenty Five Thousand Dollars ($25,000.00) to do so. Buyer's rights and Seller's obligations with respect to any matters arising subsequent to the termination of this Agreement for a period of twelve (12) monthsFirst Due Diligence Period shall be in accordance with Sections 9(b).

Due Diligence. Operating Partnership 1. Developer, on behalf of Continuum, will undertake ordering the following items as part of the due diligence with regard to the Continuum Parcel: 1.1 A American Land Title Association (“ALTA”) Title Insurance Commitment (“Commitment”), including copies of all exception documents, vesting deeds, plats, maps, encumbrances and liens of record, for the issuance of a title insurance policy (“Title Policy”) insuring marketable title to the Continuum Parcel. 1.2 An ALTA and American Congress of Surveying and Mapping (“ACSM”) survey of the Property (“Survey”) and legal description of the Property prepared under the 2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. 1.3 A study and report, regarding the suitability of the soils located in the Continuum Parcel for the construction of the Improvements. 1.4 A Phase I Environmental Site Assessment and a Phase II Environmental Site Assessment if recommended by the service provider or requested by Continuum (the Phase I and Phase II Environmental Site Assessment, if applicable, are collectively referred to as the “Environmental Report”). Developer is to provide all user data and information necessary for the preparation of the Environmental Report. Except as may be specifically set forth herein to the contrary, Developer has not made and Continuum shall have not rely on any representation of Developer with respect to the Continuum Parcel, and Continuum has not made and Developer shall not rely on any representation of Continuum with respect to the Continuum Parcel. Continuum and Developer each hereby acknowledge that, with respect to due diligence and related matters (including without limitation, the physical condition of the Continuum Parcel and matters of title affecting the Continuum Parcel) Continuum and Developer shall rely solely upon the Due Diligence Period in which to examine Items and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and such other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), materials as may be required obtained by Operating Partnership, subject the parties with respect to the limitations Continuum Parcel. Neither party shall warrant the results or conclusions set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If in any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct Due Diligence Items, provided that in the event that either party becomes aware of Contributor or information that would render any of its Affiliates the information set forth in the Due Diligence Items inaccurate or incomplete, such party shall promptly advise the other in writing. 2. Continuum will be responsible for paying for the costs, fees and expenses for preparation and finalization of the Due Diligence Items, all of which are part of the Total Development Costs (other than Operating Partnership, its Subsidiaries and its Advisor“Due Diligence Costs”)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership Until the forty-fifth (45th) day following the Effective Date (the “Due Diligence Expiration Date”), Purchaser and Purchaser’s Representatives (as defined below) shall have the Due Diligence Period in right, without interfering with Sellers’ operations, to conduct due diligence with respect to the Assets and to satisfy itself as to the feasibility and acceptability of the Assets and the Fee/Leased Locations for the Purchaser’s intended use as a retail convenience store and gas station operation and to enter onto each of the Fee/Leased Locations (at reasonable times agreed to by the parties) to inspect and reasonably test the Fee/leased Locations and the other Assets, including all buildings, improvements and equipment located thereon. In addition, Sellers shall permit Purchaser and Purchaser’s Representatives reasonable access, upon twenty-four (24) hours advance notice, to each Seller’s premises, books, records, financial records and key personnel relative to the Seller’s Fee/leased Locations and the Assets and shall cause its key personnel to furnish Purchaser with such financial, operating and other information regarding the Seller’s subject business, the Assets, the Locations, contracts, liabilities, employees and properties as Purchaser may reasonably request. Purchaser’s analysis, inspection and testing may include, but shall not be limited to: soil analysis and borings, utility location availability, perc testing, geological testing, financial analysis, analysis for SEC (as hereinafter defined) compliance and any and all other tests, studies or analysis, which to examine and inspect the Property to determinePurchaser, in its sole discretion, whether deems appropriate, provided however, that borings shall only be performed by mutual agreement of the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, the “Operating PartnershipProperty and Business Studies and Analysis”), copies of which shall be promptly forwarded to Sellers. The Property and Business Studies and Analysis may also include, at Purchaser’s Representativesdiscretion, Environmental Site Assessments (“ESA”) at the Fee/Leased Locations, provided the ESA conforms to Schedule 7.1 and applicable ASTM standards, does not damage or interfere with the operation of the Fee/Leased Locations and Purchaser provides Sellers with a copy of the ESA report promptly after the report is issued. At all times, Purchaser and Purchaser’s Representatives shall have reasonable access to be covered by adequate insurance and shall comply with all books applicable safety and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth hereinother legal requirements. In the course event that the Purchaser determines that the results of its investigationsany analysis, but subject inspection or testing of the Assets or the Property and Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Purchaser’s sole discretion, Purchaser shall give Sellers written notice thereof, and Purchaser may, by further written notice delivered to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately Sellers prior to any such inspection or test. Notwithstanding the foregoingexpiration of the Due Diligence Expiration Date, Operating Partnership shall either (i) terminate this Agreement as to the specific Asset that has the Inspection Defect that applicable Seller has not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides corrected within thirty (30) days after Purchaser’s written notice of objection to Operating Partnership, specifying the basis for such objection, within three existence of the Inspection Defect (3but in no event later than ten (10) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defendbefore the Closing Date), and hold Contributor harmless from in that event, the Asset Purchase Price will be reduced based upon the portion of the Asset Purchase Price allocated to such excluded Asset(s) under Section 2.4 above (or if a portion of the Asset Purchase Price is not allocated to the specific excluded Asset(s) under Section 2.4 above, by such amount as Sellers and Purchaser shall mutually agree); or (ii) waive as a condition to Purchaser’s obligations hereunder such Inspection Defect. For the purposes of this Section 7.1, Inspection Defects shall not consist of: (i) matters that would not (either individually or in the aggregate) have a Material Adverse Effect on the business and/or operations of any liens arising out of its inspections specific Location in the event Purchaser seeks to terminate this Agreement as well to such Location (as any claims asserted by third parties against Contributor (opposed to a specific Asset other than those arising out such Location); or (ii) financial performance or results of operation at any Location that does not materially adversely vary from the gross negligence or willful misconduct of Contributor or any of its Affiliates Financial Information (other than Operating Partnershipas defined in Section 5.9 and set forth in Schedule 5.9) provided by Seller prior to the Effective Date, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity provided this exclusion shall not extend be applicable to protect Contributor from the extent any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after information provided prior to the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsEffective Date is materially incorrect or incomplete.

Due Diligence. Operating Partnership A. Due Diligence Investigations. Buyer shall have until 5:00 p.m. (C.S.T.) on the Due Diligence Period date which is forty (40) days after the Effective Date (the "INSPECTION PERIOD") at its expense to perform such inspections and testing, and to conduct such other studies, as Buyer deems necessary or advisable in which order to examine and inspect determine the Property to determinefeasibility of Buyer's purchase of the Property. Commencing on or before the Effective Date, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and Buyer shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its Buyer's sole expense, (i) commission a comprehensive engineering study of the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent (including specifications of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned all fireproofing) and which shall be deemed given by Contributor unless the Contributor provides written notice an appropriate environmental survey and audit of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout (ii) commence a comprehensive legal and accounting review of the term Property and all leases and other documents pertinent thereto; and Buyer shall exercise reasonable diligence to cause such studies to be diligently, continuously and expeditiously prosecuted to completion. In the event Buyer determines that the purchase of the Property by Buyer is not feasible, Buyer shall so notify Seller in writing within said Inspection Period, whereupon the Deposit shall be returned to Buyer and this AgreementAgreement shall be terminated. If Buyer does not terminate this Agreement by written notice to Seller before the expiration of the Inspection Period, liability insurance as hereinabove provided, then Buyer shall be conclusively presumed to have waived its right to terminate this Agreement as provided in this paragraph 5. Buyer and its agents and representatives shall have a non-exclusive right to enter upon the Property during the Inspection Period for inspection, surveys, soil tests, hazardous substances/environmental studies, engineering and feasibility studies, zoning, and land-use plan analysis; provided that Buyer shall provide to Seller reasonable advance notice of not less than $1,000,000. Prior to entering any activities of Buyer or any agent, representative or contractor of Buyer on the Property, Operating Partnership and further provided that Seller shall provide be afforded the opportunity to Contributor have a certificate representative of insurance evidencing Seller accompany and observe the activities of Buyer or any such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive agent, representative or contractor of Buyer on the termination of this Agreement for a period of twelve (12) monthsProperty.

Due Diligence. Operating Partnership shall have (a) At all times during the Due Diligence Review Period (as defined below) and for such period as is necessary to permit Purchaser to satisfy the conditions described in which to examine Section 4(d) and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory otherwise subject to the Operating Partnership. The Operating Partnership provisions of this Section 4, until such time as this Agreement is either settled or terminated, Purchaser, Purchaser’s authorized agents, employees, consultants, architects, engineers and other parties designated contractors, as well as others authorized by it (collectivelyPurchaser, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are and shall be entitled to enter upon the Property and make such surveying, architectural, engineering, topographical, geological, soil, subsurface, environmental, water drainage, and other studies respecting the condition of the Property, availability of water, sewer, natural gas, and other utility services in Contributorsufficient quantities to meet Purchaser’s possession requirements, and such other investigations, inspections, evaluations, studies, tests and measurements (collectively, the “Investigations”) as Purchaser deems necessary or control for the purpose of conducting due diligence and shall, advisable. Purchaser’s rights hereunder to conduct Investigations shall be subject to the rights following requirements and limitations: (i) any entry upon the Property by Purchaser, Purchaser’s authorized agents and employees, as well as others authorized by Purchaser shall require at least twenty-four (24) hours advance notice to Seller of tenants under Leasesthe date and time of the entry and the specific Investigations to be conducted in connection with the entry, and (ii) the Investigations shall not result in any material adverse change to the physical characteristics of the Property (and Purchaser shall be able obligated to reasonably repair and restore any damage to the Property resulting from the Investigations). Seller shall be entitled to have one or more representatives present to observe or monitor the Investigations on the Property. Purchaser agrees to indemnify and hold Seller harmless from and against any and all claims, costs, losses, expenses, and liabilities, including reasonable attorneys’ fees, arising out of claims for injury, including death, to persons or physical injury to property resulting from Purchaser’s conduct of the Investigations (collectively, the “Purchaser’s Indemnification Obligations”). Notwithstanding the foregoing, Purchaser shall not be entitled to conduct and complete such surveysany environmental Investigations on the Property beyond a Phase I environmental site assessment (i.e. no sampling, inspections and tests (including reasonable intrusive inspection and sampling)drilling, as etc.) without first obtaining Seller’s prior written consent. Purchaser acknowledges that underground and/or aboveground utility lines cross or may be required by Operating Partnershipcross the Land, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, possibly including, without limitation, municipalelectrical transmission lines and natural gas lines, local some or all of which may cause serious injury to persons (including death) or property if disturbed without the proper safety precautions being observed. Purchaser acknowledges and agrees that Seller makes no representations or warranties with respect to the presence or location of any utility lines. Purchaser further acknowledges and agrees that, prior to any drilling, digging, grading, excavating or other government activity on the Property by Purchaser or its agents, contractors, employees, licensees or other authorized representatives. If , Purchaser, as part of its due diligence, shall make appropriate inquiries directly with all applicable utility companies to confirm the presence, absence and/or actual location of any inspection or test damages underground and/or aboveground utility lines on the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership and Purchaser shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, indemnify and hold Contributor harmless Seller from and against any liens and all claims for injury to persons (including death) or property arising out of its inspections or incident to any drilling, digging, grading, excavation or other activities by or on behalf of Purchaser on the Property (the foregoing indemnification by Purchaser shall be included as well as part of Purchaser’s Indemnification Obligations). Notwithstanding any claims asserted by third parties against Contributor (other than those arising out of term or provision herein to the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, howevercontrary, the indemnity provisions in this Agreement (including in this Section 4) relating to the Investigations shall not extend apply to protect Contributor from any pre-existing liabilities for matters merely discovered all Investigations conducted by Operating Partnership (e.g.Purchaser and Purchaser’s authorized agents, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure employees, consultants, architects, engineers and continue in force contractors both prior to the Effective Date and from and after the date Operating Partnership and Operating Partnership’s Representatives first enter Effective Date until Closing or the Property, and continuing throughout the term termination of this Agreement, liability insurance . Purchaser will remain liable to Seller for the full amount of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations damages suffered by Seller under this Section 2.1 shall survive 4, notwithstanding the completion of the Closing hereunder, the termination of this Agreement by Purchaser or Seller, or a default by Purchaser under this Agreement and the collection by Seller of liquidated damages (if any). (b) In the event Purchaser elects to terminate Purchaser’s obligations in accordance with the provisions of this Agreement, Purchaser shall deliver to Seller, without warranty or representation as to accuracy, completeness or validity, a copy of all surveys, engineering studies, development plans, and any other documents and reports, that Purchaser may have obtained or developed from any source as a result of the Investigations relating to the Property, and shall assign to Seller, if assignable, all licenses and permits procured by the Purchaser relating to the Property. (c) Purchaser shall have from the Effective Date until December 24, 2007 (the “Review Period”) to examine the Property as provided in Section 4(a) above and thereafter shall have such other rights to examine the Property to satisfy the conditions described in Section 4(d) and to perform the Survey work under Section 5 hereof. Purchaser may terminate this Agreement by written notice given to Seller at any time prior to 5:00 p.m. Eastern Time on the last day of the Review Period. In the event of such termination, all but $10 of the Binder Deposit shall be refunded to Purchaser (with the retained $10 being paid to Seller in consideration of the Review Period), this Agreement shall be deemed of no further force and effect, and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, save and except Purchaser’s Indemnification Obligations which shall survive any such termination. In the event Purchaser does not terminate this Agreement on or before the expiration of the Review Period, then the Binder Deposit shall be deemed fully earned by Seller and non-refundable except as otherwise set forth in Sections 5(b) or 11(a) below. (d) Notwithstanding the provisions of Section 4(c) above and the Investigations conducted by Purchaser prior to the expiration of the Review Period, Purchaser’s obligation to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, which must be satisfied to Purchaser’s satisfaction or waived in writing by Purchaser on or prior to Closing: (i) Purchaser will have the right to perform Investigations as to the structural integrity of the Building and if performed, such studies shall fail to identify any material structural defects; (ii) Purchaser will have the right to perform Investigations as to the environmental condition of the Property and if performed, such studies shall fail to identify any material recognized environmental defects, failure to comply with applicable laws or contamination requiring any remediation activity or which impacts the current operations at the Property; (iii) Purchaser will have applied for incentives and/or credits under the Illinois Economic Development for a period Growing Economy program and Purchaser will have received approval as to such incentives and/or credits. In the event that any such conditions are not satisfied by the latest date upon which the Closing can occur pursuant to Section 6, Purchaser may terminate this Agreement by written notice given to Seller. In the event of twelve such termination, all but $10 of the Binder Deposit shall be refunded to Purchaser, this Agreement shall be deemed of no further force and effect, and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, save and except Purchaser’s Indemnification Obligations, which shall survive any such termination. (12e) monthsSeller shall promptly (and in any event within two (2) days after the Effective Date) deliver to Purchaser a copy of Seller’s current policy of or commitment for title insurance and any other reports or studies relating to the Property or its condition that are in Seller’s actual possession or to which Seller has reasonable access, including, without limitation (to the extent that Seller has the same), surveys, geotechnical reports, and related documents, as-built construction plans and engineering studies (collectively, “Seller’s Documentation”). In the event the Closing fails to occur for any reason, Purchaser agrees to return promptly to Seller all copies in Purchaser’s possession of Seller’s Documentation, including any and all copies that are in the possession of Purchaser’s consultants and agents. Purchaser agrees and acknowledges that Seller’s Documentation shall be delivered as a courtesy only and without any warranty or representation as to the accuracy, completeness, or validity of the same (f) At least two business days before the Closing, Purchaser and Seller shall conduct a physical inventory (the “Inventory”) of the equipment, machinery, parts, supplies, fixtures, and owned software, which shall comprise the Personal Property and be conveyed by Seller to Purchaser with the Property. When completed, the Inventory shall be attached to this Agreement as Exhibit C. Seller further represents and warrants that the Personal Property included in the Property when the same was inspected by Purchaser on December 7, 2007 will be included in the sale as of the Closing, except for such items as will have been used in the ordinary course of business by Seller. Purchaser acknowledges and agrees that Seller may work the raw materials inventory down to negligible amounts by the time of the Closing. Purchaser understands and acknowledges that some of the forklifts used by Seller at the Property are leased by the Seller, and that Seller intends to return all of the leased forklifts to the owner on or before the Closing, unless Purchaser assumes the leases for the same pursuant to Section 7(d). Owned forklifts will be transferred to Purchaser together with the Property. Should Purchaser elect to purchase any of Seller’s raw materials, Purchaser and Seller shall conduct a separate physical inventory of the raw materials on the Property the day before Closing, and confirm Seller’s cost for the same to be paid by Purchaser to Seller at Closing in a separate writing to be executed by both parties at Closing.

Due Diligence. Operating Partnership (a) During the period commencing on the Effective Date and expiring at 5:00 P.M. (EST) on the twentieth (20th) day following the Effective Date (the “Due Diligence Period”), Buyer shall have the Due Diligence Period right, at its sole cost and expense, to review the Seller’s Documents and to conduct such inspections and tests of the Real Property as Buyer deems reasonably necessary, subject, however, to the terms and conditions set forth in which to examine and inspect the Property to determinethis Agreement. If, in connection with the performance of its sole discretiondue diligence, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and Buyer and/or its engineers, architects, consultants, lenders, investors, partners, contractors, agent or other parties designated by it representatives (collectively, “Operating PartnershipBuyer’s Representatives”) shall have reasonable require access to all books the Real Property, Seller agrees to reasonably cooperate with Buyer and records for Buyer’s representatives; provided, however, such access shall be during normal hours of operation of the Real Property and after 24 hours prior notice to Seller pursuant to Section 12.1. Buyer acknowledges and agrees that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, its access shall be subject to the rights of tenants under Leases, the Leases and that Seller may not be able to conduct arrange access to spaces controlled by tenants. Buyer covenants and complete such surveys, agrees that the inspections and tests shall be conducted in such a manner that they do not cause any unreasonable interference with the business operations of the tenants on the Real Property and that neither Buyer, nor its employees, agents, engineers, consultants, contractors or other representatives, shall conduct any interviews of any tenants. (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject b) Notwithstanding anything to the limitations contrary contained herein, except as expressly set forth herein. In in the course of its investigationsnext succeeding sentence, but subject Buyer’s right to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local conduct such inspections and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership tests shall not include the right to conduct any soil boringsinvasive environmental testing, core samples or other invasive testing and neither Buyer nor any of Buyer’s Representatives shall perform the same without the prior written consent approval of ContributorSeller, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which approval shall be deemed given in Seller’s sole discretion. Section 4.2. Prior to entry by Contributor unless Buyer or any of Buyer’s Representatives, Buyer shall deliver to Seller evidence that Buyer (or its affiliate) and/or Buyer’s Representative, whichever is applicable, has obtained and is maintaining commercial general liability insurance in an amount not less than $1,000,000.00 that names Seller as an additional insured thereon and that insures Seller against injury, death and property damage on or about the Contributor provides written notice Real Property that arises out of objection the acts, negligence and omission of Buyer and/or such engineer, consultant, contractor or other representative; such coverage may be provided under any blanket policy maintained by Buyer (or its affiliate) and/or Buyer’s Representative so long as such policy shall contain a “per location” endorsement ensuring that the above stated policy limits are available separately for any injury, death and property damage relating to Operating Partnershipthe Real Property and are not reduced by claims arising from injury, specifying the basis for death or property damage at other locations. Buyer shall comply with, and shall use commercially reasonable efforts, to cause Buyer’s Representatives to comply with, all laws, rules and regulations of any governmental authority and to obtain all licenses and permits required in connection with such objection, within three (3) days after submission by Operating Partnership of a written request for such testingactivities. Section 4.3. Operating Partnership shall Buyer agrees to indemnify, defend, defend and hold Contributor Seller harmless from and against any liens property damage or personal injury or claim or lien against the Real Property caused by, or arising out of its inspections as well as any claims asserted or in connection with, such access, inspections, tests, or assessments by third parties against Contributor (other than those arising out of the gross negligence Buyer or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating PartnershipBuyer’s Representatives’ entry onto the Property; provided, however, the indemnity that Buyer’s obligations under this indemnification provision shall not extend apply to protect Contributor from the any pre-existing liabilities for matters merely discovered preexisting conditions, except to the extent that such conditions are exacerbated by Operating Partnership (e.g.such activities, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liabilityor the negligence or misconduct of Seller. Operating Partnership Such indemnification shall procure and continue in force from and after survive the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term closing or earlier termination of this Agreement, liability insurance for a period of six (6) months. Section 4.4. If the Real Property is physically damaged or altered, and if such damage or alteration is caused by, or arises out of or in connection with, such access, inspections, tests, or assessments by Buyer or Buyer’s Representatives, and if this Agreement is subsequently terminated, then Buyer agrees to promptly repair and/or restore the Real Property to the condition which existed immediately prior to such damage or alteration, normal wear and tear excepted. In addition, Buyer agrees that Seller shall have the right to complete such repair and/or restoration if Buyer has not less than $1,000,000completed the same within thirty (30) days after the termination of this Agreement, and Buyer agrees to reimburse Seller for the actual and reasonable costs and expenses incurred by Seller in connection with such repair and/or restoration. Prior Such repair and/or restoration obligation, and such reimbursement obligation, shall survive the termination of this Agreement. (a) If the results of Buyer’s investigations are unsatisfactory in Buyer’s sole discretion, Buyer shall give written notice of termination to entering Seller and Escrow Agent on or before the expiration of the Due Diligence Period. If Buyer gives notice of termination on or before said deadline, then this Agreement shall be deemed terminated as of the date on which Seller receives such notice, and Escrow Agent shall return the Deposit and all interest thereon to Buyer, and neither party shall have any further obligations or liabilities under this Agreement except as expressly set forth in this Agreement. Seller agrees, if requested by Escrow Agent, to confirm the foregoing by instruction to Escrow Agent to return the Deposit and all interest thereon, to Buyer. If Buyer fails to give notice of termination on or before said deadline, then Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.5, and Buyer agrees to purchase the Property in its “as is” condition as of said deadline, subject only to reasonable wear and tear, without abatement or reduction of the Purchase Price, and subject to the satisfaction of any other conditions to closing expressly set forth in this Agreement. (b) If this Agreement is terminated by Buyer in accordance with this Section 4.5 or any other provision of this Agreement, Buyer shall, upon written notice by Seller, return to Seller all documents provided to Buyer from Seller, and any copies thereof made by Buyer, or destroy such documents and copies. Buyer agrees that any and all non-public information obtained by Buyer or its agents and representatives with respect to the Real Property, including without limitation all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Real Property, shall be held by Buyer in confidence and not released or shared with anyone except (i) Buyer shall be entitled to make such disclosures to Buyer’s Representatives to the extent reasonably necessary to allow Buyer to evaluate the Property, Operating Partnership provided such Buyer’s Representatives have been advised of the terms of Section 3.1(b), and (ii) Buyer shall provide be entitled to Contributor make such disclosure to the extent required by law (including any disclosure required under any federal or state securities law), or by any rules or policies of any governmental body provided Buyer notifies Seller of the nature of and reason for such disclosure at least ten (10) business days prior to making such disclosure unless disclosure is required in a certificate shorter period of insurance evidencing such coverage and naming Contributor as an additional insured partytime by applicable law. Operating Partnership’s obligations under The provisions of this Section 2.1 shall survive the termination of this Agreement for a period of twelve one (121) monthsyear. Section 4.6. In the event this Agreement is not terminated pursuant to the provisions of this Article IV, the Deposit shall be deemed non-refundable, but applicable to the Purchase Price, except as otherwise expressly provided in this Agreement.

Due Diligence. Operating Partnership Buyer will have one hundred twenty (120) days after the Effective Date (the “Due Diligence Deadline”) within which to conduct such due diligence activities as Buyer deems necessary to satisfy itself that the development is feasible and the Property can be used for Buyer’s Intended Use, including but not limited to performing an architectural, engineering, construction, and environmental review of the Property that is satisfactory to Buyer and Xxxxx’s engineers, architects, lenders, environmental consultants, and attorneys. Such review may include, but is not limited to, the right to conduct any desired tests and inspections of the Property. Buyer and its agents and representatives shall have the Due Diligence Period in which right to examine and inspect enter upon the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership perform any and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession inspections or control for the purpose testing of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restorehowever, Buyer shall provide Seller with at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written least forty-eight (48) hours’ notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided. Buyer shall repair at its cost any damage to the Property caused by the testing conducted by Buyer or its agents or representatives, however, the indemnity and shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure indemnify and continue in force hold Seller harmless from and after against any damages that Buyer or its agents or representatives caused to the date Operating Partnership and Operating Partnership’s Representatives first enter person or property of third parties during the Property, and continuing throughout the term course of inspections or tests permitted under this Agreement. If such review discloses any evidence of any condition that is not satisfactory to Buyer, liability insurance of not less than $1,000,000. Prior to entering Buyer shall have the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of option of: (a) declaring this Agreement for null and void, in which case the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights or duties to each other hereunder, or (b) giving Seller a period of twelve twenty-one (1221) monthsdays to cure such conditions. Buyer will have until the expiration of the Due Diligence Deadline to obtain or review a survey of the Property and/or Real Property prepared by a registered Wisconsin land surveyor. The survey shall show sufficient information and detail to permit the Title Company to eliminate its standard survey exception from the title insurance policy. Buyer shall notify Seller in writing of any objection to the state of facts revealed by such survey. Seller shall have twenty-one (21) days following receipt of such objection to cure such objection.

Due Diligence. Operating Partnership Buyer shall have sixty (60) days from the date of this Agreement (the “Due Diligence Period”) to undertake its title examination and conduct its review, surveys, research, inspections, and consult with its attorneys, engineers, and consultants regarding any matters pertaining to the Property (the “Due Diligence”). Seller agrees to provide the Buyer and the Buyer's duly authorized agents with reasonable access to the Property upon reasonable prior advance notice to enable the Buyer to inspect, survey and examine the Property, take measurements and perform such tests as Buyer in his sole discretion determines are necessary (collectively, the “Due Diligence Investigations”), which may include, but shall not be limited to: A) Environmental assessment of the property as required by Lender; B) Town of Middletown approval for the proposed business of a tattoo business; C) Such other and further tests as Buyer shall deem prudent for the property and its intended use. All of the Due Diligence Investigations shall be conducted by Buyer at Buyer’s sole cost and expense. The Buyer shall promptly repair any damage to the property caused by such access, inspection or tests and agrees to indemnify, defend and hold the Seller harmless from and against any and all claims, demands, actions, causes of action or other liabilities arising out of or in connection with such access. Buyer shall notify Seller on or before 5:00 p.m. on the last day of the Due Diligence Period in which (the “Notification Deadline”) if she deems any of her Due Diligence to examine and inspect the Property to determinebe unsatisfactory, in its her sole discretiondiscretion and for any reason whatsoever, whether or for no reason, and the Property is satisfactory Deposit shall be forthwith refunded and all other obligations of all parties hereto shall cease and this Agreement shall be void without recourse to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth hereinhereto. In the course event the Buyer fails to exercise the aforesaid right to terminate this Agreement pursuant to written notice before the Notification Deadline, the Buyer will be deemed satisfied with all of its investigations, but subject the Buyer’s Due Diligence relating to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local Property and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or testthis agreement shall remain in full force and effect. Notwithstanding the foregoing, Operating Partnership if Seller delivers to Buyer any material information pertaining to the Property after the Notification Deadline which Buyer deems to be unsatisfactory, in his sole discretion and for any reason whatsoever, or for no reason, then for the five (5) day period after delivery of such information, Buyer shall again have the right and option to terminate this Agreement and the Deposit shall be forthwith refunded and all other obligations of all parties hereto shall cease and this Agreement shall be void without recourse to the parties heretoThe Buyer may conduct the following due diligence: The Buyer shall have 10 calendar days from the full execution of this agreement to conduct physical and mechanical inspections of the structure. If the Buyers are not conduct any soil boringssatisfied with said due diligence, core samples then the Buyer must so notify the Seller, in writing on or other invasive testing without before the prior written consent 10 th day from the full execution of Contributorthis Agreement. If said notification is given, which consent by Contributor will not then this Agreement shall become null and void and all deposits shall be unreasonably withheldreturned. If no such timely notification is given, delayed or conditioned and which then this clause shall be deemed given null and void. It is agreed that any environmental assessment, as required by Contributor unless the Contributor provides written notice of objection to Operating Partnershiplending institutions, specifying the basis for such objection, must be completed within three (3) 30 days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term full execution of this Agreement. If said assessment is unsatisfactory to the Buyer, liability insurance or the Buyer’s lenders, then notification must be given to the Seller, within 30 days of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination full execution of this Agreement. Upon such a notification, this Agreement for a period of twelve (12) monthsshall become null and void.

Due Diligence. Operating Partnership shall Buyer hereby acknowledges that by the Feasibility Approval Date it will have the Due Diligence Period in which performed all investigations, tests and inspections with respect to examine and inspect the Property to determine, that Buyer deems necessary in its sole discretionreasonable discretion for its evaluation of the condition of the Property. In order to assist Buyer in its due diligence, whether Seller has delivered those documents and studies with respect to the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it listed on Exhibit "F" attached hereto (collectively, “Operating Partnership’s Representatives”) "Seller Documents"). Buyer's delivery of an Approval Notice to Seller and Escrow Holder on or before the Feasibility Approval Date shall have reasonable access to all books and records for constitute Buyer's approval of the condition of the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third partiesall matters pertaining thereto, including, without limitation, municipalthe following: (a) Such surveys and inspections, local appraisals, reports, environmental and soils tests and other government representativesstudies or reports of the Property as Buyer shall have, in Buyer's reasonable discretion, deemed necessary or advisable including, without limitation, those required in connection with the Loan. If In this regard, Seller will provide Buyer with adequate and timely access and opportunity to make such inspection of the Property as Buyer shall, in Buyer's discretion, deem necessary or advisable to determine the physical, environmental and land use characteristics of the Property and its suitability for Buyer's intended use. (b) Buyer hereby represents, warrants and covenants that (i) it shall cause its consultants to obtain, at Buyer's sole cost and expense prior to commencement of any inspection or test damages investigative activities on the Property, Operating Partnership will promptly restore, at its sole expense, the Property a policy of commercial general liability insurance covering any and all liability of Buyer and Seller with respect to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections any investigative activities, (ii) such policy of insurance shall be kept and maintained in force during the term of this Agreement and so long thereafter as well as necessary to cover any claims asserted of damages suffered by third parties persons or property resulting from any acts or omissions of Buyer, Buyer's employees, agents, contractors, suppliers, consultants or other related parties, (iii) such policy of insurance shall have liability limits of not less than Two Million Dollars ($2,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage liability, and (iv) such insurance policy shall name Seller and its successors and assigns as additional insureds and shall be in form and substance and issued by an insurance company which is reasonably satisfactory to Seller. (c) Buyer shall protect, indemnify, defend and hold the Property, Seller and Seller's officers, directors, shareholders, participants, members, managers, attorneys, affiliates, employees, representatives, invitees, agents and contractors (collectively, "Released Parties") free and harmless from and against Contributor (other than those any and all claims, damages, liens, stop notices, liabilities, losses, costs and expenses, including reasonable attorneys' fees and court costs, resulting from Buyer's inspection and testing of the Property, including, without limitation, repairing any and all damages to any portion of the Property, arising out of the gross negligence or willful misconduct of Contributor related (directly or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)indirectly) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; Buyer's conducting such inspections, surveys, tests, and studies, provided, however, the indemnity Buyer shall not extend to protect Contributor from be responsible for any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter conditions on the Property, . Buyer shall keep the Property free and continuing throughout clear of any mechanics' liens or materialmen's liens related to Buyer's inspection of the term Property and the activities contemplated by Section 3.3 of this Agreement. Buyer's indemnification obligations set forth herein shall survive the Close of Escrow and shall not be merged with the Deed, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period prior to the Close of twelve Escrow. (12d) monthsEXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IT IS UNDERSTOOD BY THE PARTIES THAT SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN ANY SELLER DOCUMENT UNLESS PREPARED BY SELLER. BUYER ACKNOWLEDGES THAT SELLER SHALL HAVE NO RESPONSIBILITY FOR THE CONTENTS AND ACCURACY OF INFORMATION EXCEPT TO THE EXTENT PREPARED BY SELLER, AND BUYER AGREES THAT THE OBLIGATIONS OF SELLER IN CONNECTION WITH THE PURCHASE OF THE PROPERTY SHALL BE GOVERNED BY THIS AGREEMENT IRRESPECTIVE OF THE CONTENTS OF ANY SUCH DISCLOSURES.

Due Diligence. Operating Partnership (a) Seller covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the Due Diligence Period in which full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and inspect records of Seller and of the Property to determineSeller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole discretionand absolute discretion deems necessary or appropriate, whether including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property is satisfactory of Seller . (b) Buyer covenants and agrees to all of the Operating Partnershipterms and provisions set forth in this Section 5.2(b). The Operating Partnership Between the date of this Agreement and the Effective Time, in addition to Seller’s rights provided by Section 5.1(b), Seller, acting through Seller’s own personnel, legal counsel, accountants and other parties designated by it (collectivelyrepresentatives and agents, “Operating Partnership’s Representatives”) shall have reasonable access the full right to all (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records for of Buyer, (b) meet and discuss Buyer and the Property that are in Contributor’s possession or control for the purpose operations, history and prospects of conducting Buyer with representatives and employees of Buyer and (c) otherwise perform such due diligence and shall, subject to the rights review of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), Buyer as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at Seller in its sole expenseand absolute discretion deems necessary or appropriate, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of including a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out due diligence review of the gross negligence or willful misconduct Contracts, assets, rights, liabilities and Intellectual Property of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsBuyer.

Due Diligence. Operating Partnership (a) From the Effective Date until the date thirty (30) days after the Effective Date, but not later than the Closing Date (the "Inspection Period"), Seller shall have the Due Diligence Period in which to examine allow Buyer, its agents and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory consultants access to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records Real Property upon not more than 24 hours' advance telephonic notice for the Property that are in Contributor’s possession or control for the purpose purposes of conducting due diligence surveys, tests, and shallinspections, subject provided that they shall be conducted in such a manner as not to unreasonably interfere with normal business operations on the rights of tenants under LeasesReal Property. Such inspections may include, be able to conduct and complete such surveyswithout implied limitation, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject investigations relating to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6general building, the Operating Partnership may make inquiries to third partiessewage disposal system, includingthe water and water distribution systems, without limitationthe heating and air conditioning systems, municipalpower distribution, local roof, foundation, soils and the presence of radon, asbestos, hydrocarbons or other government representativescontaminants. If any inspection or test damages All inspections and investigations shall be conducted at Buyer's cost. All inspections and investigations shall be conducted by qualified professionals in accordance with applicable legal requirements. Unless Buyer acquires the Real Property, Operating Partnership will Buyer shall promptly restorerestore the Real Property to its prior condition. Buyer agrees to indemnify and hold Seller harmless from all liability, loss, cost, damage or expense arising from the conduct of any such survey, test, or inspection by Buyer or Buyer's agents or contractors. Buyer (i) shall permit a representative of Seller to accompany Buyer on any interviews with tenants or governmental agencies; (ii) shall not permit any inspections, investigations or other due diligence activities to result in any liens, judgments or other encumbrances being filed against the Real Property and shall, at its sole cost and expense, the Property to its condition immediately prior to promptly discharge of record any such inspection liens or test. Notwithstanding the foregoing, Operating Partnership encumbrances that are so filed or recorded; (iii) shall not conduct permit any soil borings, core samples drillings or other invasive testing samplings to be done without the prior written consent of ContributorSeller; (iv) shall maintain, which consent by Contributor will not be unreasonably withheldwith insurance companies satisfactory to Seller, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice a policy of objection to Operating Partnershipcomprehensive general public liability insurance, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of with a written request for such testing. Operating Partnership shall indemnify, defendbroad form contractual liability endorsement covering Buyer's indemnification obligations hereunder, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as with a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance combined single limit of not less than $1,000,000. Prior to entering 1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the Propertyamount of $5,000,000, Operating Partnership insuring Seller and its affiliates as additional insureds (certificates of which shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.be

Due Diligence. Operating Partnership (a) The parties agree that Purchaser shall have the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting conduct a due diligence and shall, subject to investigation of the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests Company (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipala review of the information, local documents and other government representatives. If any inspection matters identified on the Disclosure Schedule or test damages delivered pursuant to the Propertyterms of this Agreement and investigations of the Company's customers) which commenced upon the signing of the letter of intent and, Operating Partnership will promptly restoreexcept as provided in subsection (c) below, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given completed by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, Purchaser within three thirty (330) days after submission by Operating Partnership the execution and delivery date of this Agreement (the "Due Diligence Period"). (b) Purchaser and Sellers acknowledge that, for a written request for such testing. Operating Partnership period at least equal to the Due Diligence Period, Purchaser and Lenders shall indemnifyrequire a due diligence review, defendincluding, a Phase I and Phase II environmental review in scope and substance, and hold Contributor harmless from any liens arising out of its inspections pursuant to such methods, as well as any claims asserted may be mutually agreed upon by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating PartnershipPurchaser, its Subsidiaries Lenders and Sellers. Any such environmental review will be performed by recognized experts mutually acceptable to the Company, Purchaser and the Lenders and engaged on behalf of Purchaser. A Phase II environmental review will be performed only to the extent recommended by such expert and required by Lenders. In the event any Phase II environmental review is required, Sellers shall use their best efforts, and shall cause the Company to use its Advisorbest efforts, to secure all consents necessary to permit any such Phase II environmental review to proceed. The Company shall be responsible for the costs and expenses related to the Phase I environmental review and Phase II environmental review (to the extent such a review is deemed necessary)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, that Purchaser shall pay for any such costs and expenses to the indemnity extent they exceed $25,000.00 in the aggregate. (c) Any inventory of raw, consignment and finished goods taken on or prior to the Closing Date shall not extend be performed by the Company's personnel using methods and procedures mutually acceptable to protect Contributor from the parties hereto. Purchaser's representative shall have the right to observe the taking of any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure inventory and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior have access to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsany documentation relating thereto.

Due Diligence. Operating Partnership Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer's representatives and agents shall have the Due Diligence Period in which right to examine enter upon Property at Buyer's expense, and inspect at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer's acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to determine, in its sole discretion, whether the Property is satisfactory at all reasonable times and shall cooperate with Buyer’s efforts to conduct the Operating Partnershipinspections permitted herein. The Operating Partnership Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall who have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages experience with the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test’s ongoing operations. Notwithstanding the foregoing, Operating Partnership Buyer shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, indemnify and hold Contributor Seller harmless from and against any liens and all claims, injuries and damages to persons and/or property arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out or resulting from the exercise of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating PartnershipBuyer’s or Operating Partnership’s Representatives’ entry onto the Propertyinspection rights; provided, however, the Buyer’s indemnity obligations shall not extend to protect Contributor any claims, injuries or damages resulting from or relating to (i) any pre-action of Seller or its agents or representatives or (ii) any existing liabilities for matters merely environmental contamination or other conditions with respect to the Property that may be discovered by Operating Partnership (e.g.Buyer as the result of its investigations. During the Due Diligence Period, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter Buyer may evaluate the Property, the feasibility of the transaction, the availability and continuing throughout cost of financing, and any other matters of concern to Buyer. Buyer shall have the term right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership shall have the Due Diligence Period in which Buyer’s obligation to examine and inspect the Property to determine, in its sole discretion, whether purchase the Property is specifically subject to a satisfactory inspection, test and review of the Property, including but not limited to, any feasibility studies, environmental assessments (including but not limited to the Operating Partnershipa Phase I and/or Phase II or other environmental tests, studies or reports), zoning review, examinations, appraisals, boring, or other surveys or tests, and any other test, review or inspection deemed necessary by Buyer. The Operating Partnership costs and other parties designated expenses incurred in the due diligence review performed by it (collectivelyBuyer shall be Buyer’s obligation. Buyer shall complete the due diligence review prior to November 20th, “Operating Partnership’s Representatives”) 2017 and agrees to promptly commence its due diligence review. Buyer shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting to conduct its inspections, tests and due diligence and shallreview. To the extent the due diligence review is not acceptable to Buyer, subject then Buyer shall have the option to terminate this Agreement. In such event, the rights of tenants parties hereto shall have no further rights, duties or obligations under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth hereinthis Agreement. In the course of its investigationsBuyer’s due diligence, but subject Xxxxx agrees to defend, indemnify and hold Seller harmless from and against any and all claims, damages, liabilities, costs, or expenses which in any way arise out of, relate to, or are due to the provisions acts or omissions of Section 9.6Buyer, the Operating Partnership may make inquiries its employees, agents and contractors in connection with such inspections and due diligence review, and Buyer shall promptly repair any damage to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property occurring as a result of such inspections or investigations and, if Buyer or its representatives undertake any borings or other disturbances of the soil, Buyer shall cause the soil shall be compacted to its condition immediately prior to before any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples borings or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsdisturbances were undertaken.

Due Diligence. Operating Partnership Seller shall have provide Purchaser with a due diligence period of thirty (30) days from the Execution Date of this Agreement (“Due Diligence Period”). During this Due Diligence Period and thereafter until the Closing Date, Seller shall fully cooperate with Purchaser in the Purchaser continuing its due diligence as to the Business, the Assets and the Real Estate being acquired pursuant to the REPA. The Due Diligence Period will be extended if the documents requested pursuant to the due diligence request (“Diligence Request”) which will be provided within five (5) days of this Agreement to examine and inspect a period of thirty (30) days from the date of the production of the last item requested pursuant to the Diligence Request. By way of example, Seller shall provide to Purchaser copies of the Property to determine, Materials in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in ContributorSeller’s possession or control for the purpose of conducting due diligence and shallcontrol, subject as well as any liens, liabilities or encumbrances pertaining to the rights of tenants under LeasesAssets. For purposes hereof, be able to conduct and complete such "Property Materials" shall mean any prior title insurance policy, surveys, any Phase I reports, Phase II reports, inspection reports, zoning reports and all other written materials pertaining to the properties being acquired under the REPA. Purchaser and its representatives, agents and licensed contractors may make such tests, surveys and inspections of the Assets and properties as Purchaser deems necessary for its due diligence, including without limitation, Phase II reports, environmental assessments and testing, soil tests, environmental audits, structural and foundation surveys, equipment inspections and tests testing and topographical surveys (including reasonable intrusive inspection and sampling"Environmental Investigation"), as may be required by Operating Partnershipfrom time to time, subject at the sole cost and expense of Purchaser. Purchaser shall have no responsibility under this Agreement with respect to the limitations set forth herein. In the course discovery of its investigationsany hazardous or toxic waste, but subject substance or material, pollutant or contaminant, including asbestos, as defined for purposes of Environmental Law ("Hazardous Substance") or any other condition found or discovered on or relating to the provisions Purchased Assets or to undertake any remedial action on or relating to the Purchased Assets as a result of Section 9.6the inspections or tests undertaken by Purchaser and its representatives, agents or licensed contractors unless and to the Operating Partnership may make inquiries extent that the presence of Hazardous Substances is due solely and directly to third partiesthe acts of Purchaser and/or its representatives, agents or licensed contractors. For purposes of any Environmental Investigation, Purchaser agrees to (i) carry and to cause its representatives, agents and licensed contractors to carry commercially reasonable insurance coverages adequate to cover the Environmental Investigation activities; (ii) except as otherwise provided in this Agreement, defend, indemnify and save Seller harmless from and against all claims, out-of-pocket costs, expenses, losses and other obligations (including, without limitation, municipalreasonable attorneys' fees and court costs) incurred, local directly on account of any loss, damage or injury to any person or property, by reason of any negligent act or omission of Purchaser, its representatives, agents or licensed contractors, in connection with any Environmental Investigation; and other government representatives. If any inspection or test damages (iii) restore the Property, Operating Partnership will promptly restore, properties at its Purchaser's sole expense, cost to the Property to its condition that existed immediately prior to the commencement of the Environmental Investigation. In the event that Purchaser notifies Seller of any such inspection environmental objection or testin the event that Purchaser's due diligence reveals any other violation of Environmental Law or presence of Hazardous Substances on, in or under any of the properties, Purchaser shall immediately notify Seller thereof and Seller, and not Purchaser or anyone acting on Purchaser's behalf, shall make any disclosures to any Governmental Body as Seller deems appropriate. Notwithstanding the foregoingUpon Purchaser providing Seller with notice reasonably in advance, Operating Partnership Seller shall not permit Purchaser to have necessary access to conduct any soil boringsdue diligence regarding Seller's medical billing and coding practices, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned including access to all supporting documents as Purchaser shall reasonably request. Access related to medical billing and which coding practices shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, completed within three thirty (330) days after submission by Operating Partnership following Seller's provision of a written request for the requested materials. If Purchaser undertakes an on-site review of such testing. Operating Partnership materials at premises of Seller, then such access shall indemnify, defendbe provided only during normal business hours, and hold Contributor harmless from any liens arising out Purchaser shall conduct such review in a manner so as not to interfere with the normal business operations of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsSeller.

Due Diligence. Operating Partnership shall have During the Due Diligence Feasibility Period in which and following at least one (1) Business Day’s prior notice from Buyer, Seller agrees to examine and allow Buyer, its authorized agents or representatives, at Buyer’s expense, to inspect at the Property to determine, in its sole discretion, whether the Property is satisfactory and make copies of any other documents and property records relating exclusively to the Operating Partnershipownership, operation and maintenance of the Property, but only if and to the extent such documents and property records are in Seller’s possession or control. The Operating Partnership In addition, commencing on the Effective Date and other parties designated by it continuing until Closing (collectivelyor earlier termination of this Agreement), “Operating Partnership’s Representatives”) Buyer shall have reasonable access to the Land at all books and records for the Property that are in Contributor’s possession or control reasonable times during normal business hours for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, physical inspections and tests tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course i) Buyer must give Seller 48 hours’ prior telephone or written notice of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct and with respect to any soil boringsintrusive inspection or test (i.e., core samples or other invasive testing without the sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (ii) prior to performing any inspection or test, Buyer must deliver a 11 Sugarhouse PSA (Multifamily) certificate of Contributorinsurance to Seller evidencing that Buyer and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $2,000,000) and workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Land covering any accident arising in connection with the presence of Buyer, its contractors, agents and representatives on the Land, which consent by Contributor will not be unreasonably withheld, delayed or conditioned insurance shall name Seller as an additional insured thereunder and which (iii) all such tests shall be deemed given conducted by Contributor unless Buyer in compliance with Buyer’s responsibilities set forth in this Section 5. Buyer shall bear the Contributor provides written notice cost of objection all such inspections or tests. Subject to Operating Partnershipthe provisions of this Section 5, specifying Buyer or Buyer’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the basis for such objection, within three (3) days after submission transaction contemplated by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Propertythis Agreement; provided, however, Buyer must contact Seller at least 36 hours in advance to inform Seller of Buyer’s intended meeting and to allow Seller the indemnity reasonable opportunity to attend such meeting if Seller desires. Notwithstanding anything to the contrary contained in the Agreement, Buyer shall not extend discuss or apply to protect Contributor from any pre-existing liabilities reduce the size of the residential use within the Improvements on the Property for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior 000,000 xxxxxx xxxx xx xxxxx xxxx to entering maintain compliance with 21A.26.060.I.2 of the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsSalt Lake City Code.

Due Diligence. Operating Partnership A. On or before the Closing Date, Buyer and its agents shall have be afforded access during normal business hours to conduct such inspections of the Due Diligence Period in which facilities and property as it deems necessary upon reasonable notice to examine Seller. During such inspections, Buyer shall not unreasonably interfere with the conduct of Seller’s business upon the Property. B. On or before the date that is thirty (30) days from the Effective Date (the “Environmental Review Period”), Buyer may, at Buyer’s cost and inspect expense, cause a Phase I and/or a Phase II environmental audit to be conducted on the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, the “Operating Partnership’s RepresentativesAudits”) shall have reasonable access to as Buyer deems appropriate. Buyer will cause copies of all books results and records for reports from the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests Audits (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6collectively, the Operating Partnership may make inquiries “Audit Results”) to third parties, including, without limitation, municipal, local be completed and other government representativesdelivered to Buyer and Seller. If any inspection of the Audit Results disclose conditions or test damages other matters unacceptable to Buyer in its reasonable discretion, Buyer shall notify Seller, in writing, of such conditions prior to the expiration of the Environmental Review Period (the “Buyer’s Notice”) and Seller shall thereafter have the option to: (i) remedy such unacceptable condition(s), to the reasonable satisfaction of Buyer, prior to Closing; or, (ii) terminate this Contract, in which event the Deposit (except for the Independent Consideration, which shall be released to Seller) shall be returned to Buyer and neither party will have any further obligations hereunder except for any obligations that expressly survive. If Buyer does not timely give the Buyer’s notice, or if Buyer finds no unacceptable conditions and elects not to provide Buyer’s Notice, then this Contract shall continue in full force and effect and Seller shall have no further obligations under this Section 5. To the extent that Buyer raises objections in Buyer’s Notice, Buyer will furnish Seller with concurrent copies of all written correspondence between Buyer and the parties conducting such Audits. C. During Buyer’s and its agents presence on the Property authorized by this Section 5, it is possible that Buyer or its agents will obtain information or material that is confidential or proprietary to either Seller or Seller’s clients and customers (“Confidential Information”). Buyer will adhere to the confidentiality obligations set forth in this subparagraph 5(C) and will further ensure that any third party it designates to perform all or any part of an Inspection agrees to confidentiality terms no less restrictive. The definition of Confidential Information includes any information obtained by Buyer or Buyer’s agents while on the Property which a reasonable person would understand to be confidential, and shall also include (i) the terms of this Contract (unless such terms have previously been disclosed by Seller), and (ii) information about the condition of the Property, Operating Partnership will promptly restore, at its sole expense. In such case, the Property party in receipt of such information must maintain the confidentiality of the information notwithstanding anything to its condition immediately prior the contrary in this Agreement. Buyer agrees not to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing disclose Confidential Information without the Seller’s prior written consent of Contributorand not to use, which consent by Contributor will not be unreasonably withheld, delayed record or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from reproduce any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (Confidential Information other than those arising out for the purposes of the gross negligence or willful misconduct performing its obligations hereunder. Upon a termination of Contributor or this Contract for any of its Affiliates reason prior to Closing (other than Operating Partnershipas defined in Section 8), its Subsidiaries Buyer shall return to Seller all such Confidential Information obtained by Buyer and its Advisor)) to recover for personal injury or property damage as a result of Operating PartnershipBuyer’s or Operating Partnership’s Representatives’ entry onto the Property; agents in connection with this Contract, provided, however, that the indemnity provisions of this subparagraph 5(C) shall not extend apply to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contaminationi) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after information that becomes part of the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.public

Due Diligence. Operating Partnership Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer's representatives and agents shall have the Due Diligence Period in which right to examine enter upon Property at Buyer's expense, and inspect at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer's acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to determine, in its sole discretion, whether the Property is satisfactory at all reasonable times and shall cooperate with Buyer’s efforts to conduct the Operating Partnershipinspections permitted herein. The Operating Partnership Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall who have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages experience with the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test’s ongoing operations. Notwithstanding the foregoing, Operating Partnership Buyer shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, indemnify and hold Contributor Seller harmless from and against any liens and all claims, injuries and damages to persons and/or property arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out or resulting from the exercise of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating PartnershipBuyer’s or Operating Partnership’s Representatives’ entry onto the Propertyinspection rights; provided, however, the Buyer’s indemnity obligations shall not extend to protect Contributor any claims, injuries or damages resulting from or relating to (i) any pre-action of Seller or its agents or representatives or (ii) any existing liabilities for matters merely environmental contamination or other conditions with respect to the Property that may be discovered by Operating Partnership (e.g.Buyer as the result of its investigations. During the Due Diligence Period, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter Buyer may evaluate the Property, the feasibility of the transaction, the availability and continuing throughout cost of financing, and any other matters of concern to Buyer. Buyer shall have the term right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Exxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership 14.1 IRC shall have a period of 60 days from the Due Diligence Period date of this Agreement during which it may conduct such due diligence as is usual in transactions of like nature, including without limitation as to title and tax, during which to examine time period Verbiski will cooperate and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory respond to the Operating Partnershipreasonable due diligence inquiries of IRC in a timely manner and provide access to the books, records, properties and personnel of Verbiski, Archean, VBHC and LNRLP. The Operating Partnership and other parties designated by In the event that IRC has not provided Verbiski with notice in writing on or before the 60th day next following the date of this Agreement that it (collectivelyis not satisfied with its due diligence investigations, “Operating Partnership’s Representatives”the condition for the benefit of IRC contained in paragraph 3.1(e) shall be deemed to be satisfied. Any such notice shall contain details of the relevant due diligence issues. 14.2 IRC acknowledges that it has reviewed that agreement known as the Labrador Option Agreement and has made an independent assessment as to the value of the Royalty. 14.3 Xxxxxxxx shall have a period of 60 days from the date of this Agreement during which period he may conduct such due diligence respecting IRC as he may reasonably require, including without limitation as to tax, the capital structure and assets and the Initial Public Offering of IRC, including those matters set forth in Schedule “A” hereto, and during which time IRC will cooperate and respond to the reasonable due diligence enquiries of Verbiski and his representatives in a timely manner, and provide access to the books, records, agreements, properties and personnel of IRC. IRC shall also ensure that Verbiski has full and reasonable access to all books the underwriters and records agents respecting IRC’s Initial Public Offering, and shall provide Verbiski with IRC’s draft prospectus for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence Initial Public Offering and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), other documentation as may be required by Operating Partnership, subject reasonably necessary for Verbiski to fully assess the limitations set forth hereinproposed Initial Public Offering. In the course event that Xxxxxxxx has not provided IRC with notice in writing on or before the 60th day next following the date of its this Agreement that he is not satisfied with his due diligence investigations, the condition for the benefit of Verbiski contained in paragraph 3.1(e), but subject to for greater certainty not the provisions condition for the benefit of Section 9.6Verbiski contained in paragraph 3.1(d), the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given to be satisfied. Any such notice shall contain details of the relevant due diligence issues. For greater certainty, Xxxxxxxx shall be entitled to object and give notice hereunder in the event that (a) his expectation as to the particulars of IRC and the Initial Public Offering, including as to the assets acquired by Contributor unless IRC and the Contributor provides written notice matters set out in Schedule “A” hereto, are not met to his reasonable satisfaction or (b) he is not satisfied on Closing that IRC’s Initial Public Offering shall have those attributes disclosed during his due diligence investigations. In the event that matters of objection and notice hereunder are not met to Operating PartnershipXxxxxxxx’s reasonable satisfaction, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership Verbiski shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) be entitled to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of terminate this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership Following the date of this Contract until 5 o’clock p.m. Eastern Standard Time on March 15, 2004 (the “Inspection Period”), Buyer, its agents, employees and contractors, at Buyer’s risk, cost and expense, shall have the Due Diligence Period in which right to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory undertake a thorough examination of all conditions relating to the Operating Partnership. The Operating Partnership Real Property, the Contracts, the Intangible Interests, and the Option which would affect the ability of Buyer to utilize the same for the Buyer’s purposes, including, but not limited to the following: A. Review and investigation of the suitability of the Real Property and the Option Property for expansion (including without limitation the legal permissibility of such expansion). B. Review and investigation of the condition of the title of the Real Property and the real estate subject to the Option. C. To make investigations and non-destructive testing regarding wetlands, hazardous/toxic substances and other parties designated applicable governmental regulations and requirements with regard to the Real Property and to make investigations of any actual or potential deficiencies in the buildings and other improvements to the Real Property. Buyer may perform its own environmental investigations and tests to determine the existence, non-existence and/or extent of hazardous, toxic, or other regulated substances or conditions and the effects of the same. Buyer shall provide to Seller as soon as reasonably practicable after its receipt of same, at no cost to Seller, copies of all title reports, surveys, environmental studies and other investigations that Buyer conducts regarding the Real Property. In addition, Buyer shall regularly inform Seller throughout the Inspection Period of Buyer’s progress on its review and investigation of the suitability of the Real Property for Buyer’s purposes. Buyer shall indemnify, defend and hold Seller harmless from any liens or claims for the cost of any such surveys, tests and studies, and any claims with respect to personal injury, death or damage to personal property to the extent arising out of any such surveys, tests and studies or otherwise proximately caused by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to or activities on the Real Property by Buyer or its agents or contractors in connection with the exercise of Buyer’s rights under this Contract. Buyer’s indemnity of Seller hereunder shall survive the rescission, cancellation, termination or consummation of this Contract. Further, Buyer shall repair any damage to or disturbance of the Real Property caused by such surveys, tests and other studies of the Real Property, if the transaction contemplated under this Contract does not close. Within fourteen (14) days after the date of this Contract, Seller shall provide to Buyer (at no cost to Buyer) any and all books and records for the Property that are materials in ContributorSeller’s possession or control pertaining to the Real Property (but only if not previously delivered to Buyer), including, but not limited to, copies of the following: engineering and architectural plans and specifications for the purpose Real Property, studies and surveys of conducting due diligence and shallthe Real Property, subject notices, citations, warnings or any other form documentation related to the rights Real Property from governmental or quasi governmental agencies, any and all claims asserted by any other party whether or not settled since the date of tenants under Leasesoriginal construction, be able claims of any taxing authority asserting any claim against the Real Property, all environmental reports and investigation/test results, and any other information or documentation desired by Buyer reasonably related to conduct the Real Property and complete such surveyseither in Seller’s possession or control. If Buyer in its sole and absolute discretion, inspections and tests determines that the Property is not suitable for Buyer’s use whether for any reason or no reason at all, Buyer may terminate this Contract by written notice to Seller (including reasonable intrusive inspection and samplingthe “Termination Notice”), as may given by fax, electronic mail or hand delivery, before the expiration of the Inspection Period, in which event copies of all of the above documents and studies previously provided to Buyer shall be required by Operating Partnershipreturned to Seller at Buyer’s expense, subject and no party shall have any further liability to the limitations set forth other under this Contract, except as provided elsewhere herein. In the course event that Buyer elects to terminate this Contract, the Deposit shall be retained by Seller to compensate Seller for its expenses incurred in accommodating Buyer’s interest in purchasing the Property. In the event that Buyer does not terminate this Contract and does not exercise Buyer’s election contained in the next paragraph prior to the expiration of its investigationsthe Inspection Period, but this Contract shall be binding on Seller and Buyer, subject to its terms but to no other contingencies except (i) no material change in the provisions status of Section 9.6, the Operating Partnership may make inquiries any condition or matter pertaining to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages affecting the Property, Operating Partnership will promptly restore(ii) the provision to Buyer of the Title Policy on the Real Property referred in Section 7 below and (iii) Seller’s performance of its obligations under Section 6 of this Contract and Seller’s restatement of its representations and warranties contained in Section15 of this Contract, and the Seller and Buyer shall proceed to Closing on the Closing Date. At the Closing, the Deposit shall be applied against the unpaid balance of the Purchase Price. At the Buyer’s election, by written notice to Seller (the “Extension Notice”), given by fax, electronic mail or hand delivery before the expiration of the Inspection Period, accompanied by Buyer’s non-refundable extension deposit in the amount of $50,000.00 (the “Extension Deposit”), Buyer, its agents, employees and contractors, at Buyer’s risk, cost and expense, shall have the right to continue its due diligence and investigation into the Property’s suitability for Buyer’s intended use and development but only as to the specific matters listed in the Extension Notice (the “Extension Notice Matters”) until 5 o’clock p.m. Eastern Standard Time on April 15, 2004 (the “Extension Period”). If Buyer in its sole and absolute discretion, determines that the Property is not suitable for Buyer’s use solely on account of one or more of the Extension Notice Matters, Buyer may terminate this Contract by written notice to Seller (the “Termination Notice”), given by fax, electronic mail or hand delivery, before the expiration of the Extension Period, in which event copies of all of the above documents and studies previously provided to Buyer shall be returned to Seller at Buyer’s expense, and no party shall have any further liability to the Property other under this Contract, except as provided elsewhere herein. In the event that Buyer elects to terminate this Contract, the Deposit and the Extension Deposit shall be retained by Seller to compensate Seller for its expenses incurred in accommodating Buyer’s interest in purchasing the Property. In the event that Buyer does not terminate this Contract prior to the expiration of the Extension Period, this Contract shall be binding on Seller and Buyer, subject to its terms but to no other contingencies except (i) no material change in the status of any condition immediately prior or matter pertaining to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter affecting the Property, (ii) the provision to Buyer of the Title Policy on the Real Property referred in Section 7 below and continuing throughout the term (iii) Seller’s performance of its obligations under Section 6 of this Agreement, liability insurance Contract and Seller’s restatement of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage its representations and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination warranties contained in Section15 of this Agreement for a period Contract, and the Seller and Buyer shall proceed to Closing on the Closing Date. At the Closing, the Deposit and the Extension Deposit shall be applied against the unpaid balance of twelve (12) monthsthe Purchase Price.

Due Diligence. Operating Partnership 6.1 Unless extended by written agreement of Seller and Buyer, Buyer shall have a period of forty-five (45) days from the Effective Date to conduct an inspection of the Property. Such period shall hereinafter be referred to as the "Due Diligence Period". During the Due Diligence Period in which during normal business hours and after reasonable notice to examine Seller or its designated agents, Buyer, or its engineers, architects, building consultants, environmental investigators, or other representatives, at Buyer's sole cost and expense, may inspect and test the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating PartnershipProperty. The Operating Partnership and other parties designated Seller shall reasonably cooperate by it (collectively, “Operating Partnership’s Representatives”) shall have allowing Buyer's representatives reasonable access to all books and records for the Property. Buyer's right of inspection shall include entry upon the Property that are in Contributor’s possession or control with its agents and their equipment for the purpose of conducting due diligence and shallmaking such environmental tests as Buyer deems appropriate, subject to including without limitation soil borings, provided that Buyer shall be responsible for the rights prompt restoration of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any making such inspection or testtests. Notwithstanding The obligation to return the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the Property to its prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 condition shall survive the termination of this Agreement. Buyer shall comply with all laws, rules and regulations of any governmental authority and obtain all licenses and permits required in connection with such activities. Buyer agrees to indemnify and hold Seller harmless from and against any property damage or personal injury or claim or lien against the Property resulting from any such access or inspection by Buyer or its representatives. Such indemnification shall survive the Closing or earlier termination of this Agreement. Buyer shall also have the right during such Due Diligence Period to examine and review environmental conditions of the Property, zoning and land use regulations, governmental entitlements, governmental approvals and any restrictions, agreements, obligations and liabilities affecting the Property. If Seller fails to provide the documentation identified in Section 5 hereof within the prescribed 10-day period, the Due Diligence Period will be extended one (1) day for each day or partial day delay in the delivery of such documentation. 6.2 Buyer shall have the right to terminate this Agreement at any time during the Due Diligence Period in its sole and absolute discretion for a period any reason or no reason by giving written notice to Seller on or before the last day of twelve (12) monthsthe Due Diligence Period. If Buyer timely gives notice of termination under this Section, all obligations of the parties hereunder shall cease and neither party shall have any claim against the other by reason of this Agreement, except with respect to any provision hereof that expressly survives the termination of this Agreement. Upon restoration of the Property as provided in Section 6.1, the Deposit shall be returned to the Buyer. If Buyer fails to give such written notice of termination on or before the last day of the Due Diligence Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section. 6.3 If Buyer terminates this Agreement in accordance with Section 6.2 above, Buyer shall return to Seller all documents provided to Buyer by Seller, and any copies thereof made by Buyer and shall provide Seller with copies of all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Property. Buyer agrees that any and all information obtained by it or its agents and representatives with respect to the Property, including without limitation all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Property, shall be held by Buyer in confidence and not released or shared with anyone other than Seller, except for such employees, lenders and professional advisors as are reasonably necessary to allow Buyer to evaluate the Property. The provisions of this Section 6.3 shall survive the termination of this Agreement. If Buyer waives its right to terminate as provided above, Buyer shall be deemed to have accepted the Property in an "as is" condition, without any representations or warranties, except as specifically provided herein, and without abatement or reduction of the Purchase Price.

Due Diligence. Operating Partnership Developer shall have an inspection period beginning on the Effective Date and continuing until 5:00 p.m. E.S.T. on the date that is two hundred forty (240) days from the Effective Date (the “Inspection Period”) with which to evaluate the suitability of the Real Property and the feasibility of the Project. During the Inspection Period and continuing after the Inspection Period for so long as this Agreement is in effect, Developer shall have the Due Diligence Period in which right to examine and inspect enter upon the Real Property to determineperform, in at its sole discretioncost and expense, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling)collectively, the “Inspections”) as may be required by Operating PartnershipDeveloper deems necessary; provided, subject however, none of the Inspections shall include invasive testing or result in any material change (i.e., removal of trees or brush, boring of holes, etc.) to the limitations set forth herein. In the course of its investigationsReal Property unless Developer first obtains City’s prior written consent, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership which will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or testnot be unreasonably withheld. Notwithstanding the foregoing, Operating Partnership City acknowledges and agrees that Developer shall not have the right, without further consent from City, to perform a Phase I environmental site assessment of the Real Property and a geotechnical analysis of the Real Property performed (which shall require the boring of holes); because of the Real Property’s history of use, City acknowledges that, in order to satisfy itself with the suitability of the Real Property for the completion of the Project, Developer must further perform a Phase II environmental site assessment of the Real Property (to which City hereby consents), and that Developer may be required to conduct any soil borings, core samples or other additional invasive environmental testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and (which shall be deemed given by Contributor unless subject to City’s foregoing approval rights). Furthermore, during the Contributor provides written notice Inspection Period, Developer shall also have the right to satisfy itself with the state of objection the Real Property’s title. City shall have no obligation to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from cure any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (title defects other than those arising out to satisfy any monetary liens in favor of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000City. Prior to entering upon the PropertyReal Property to perform any Inspections, Operating Partnership Developer shall provide give at least 24 hours prior notice to Contributor a certificate City by email to (Xxxxxxx.Xxxxxx@xxxxxxxxxxxxxx.xxx) or any other representative designated by City from time to time. City’s representative or designee shall have the right to accompany Developer and its employees, agents and contractors during any Inspections. At any time prior to the expiration of insurance evidencing such coverage the Inspection Period, Developer may, in its sole discretion and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of for any reason or for no reason, terminate this Agreement for a period by written notice to City. In the event that Developer does not terminate this Agreement prior to the end of twelve (12) monthsthe Inspection Period, Developer shall upon satisfaction of the Pre-Conditions to Development Agreement, be unconditionally obligated to proceed to Closing and Development on Phase 1 and Phase 2 within ten days therefrom; if Developer fails to proceed to Closing and Development on Phase 1 and Phase 2 within ten days therefrom then this Agreement shall automatically terminate and be of no further force and effect.

Due Diligence. Operating Partnership shall have (a) For a period of 45 days after the Effective Date of this Agreement (the “Due Diligence Period Period”), Buyer and its agents and representatives shall be entitled to conduct an inspection of the Premises, which may include, but shall not be limited to, the rights to (1) enter on the Premises to perform inspections and tests, including, but not limited to, inspection, evaluation and testing of the heating, ventilation and air-conditioning systems and all components thereof, the roof of the building, the parking lots, all structural and mechanical systems within the building, including, but not limited to, sprinkler systems, power lines and panels and plumbing; and (2) make investigations with regard to zoning, environmental, building code and other legal requirements, including, but not limited to, an environmental assessment. If Buyer, in which to examine its sole and inspect absolute discretion, determines that the Property to determineresults of any inspection, test or examination do not meet Buyer’s criteria for purchase or operating of the Premises in the manner contemplated by Buyer, or if Buyer, in its sole discretion, whether otherwise determines that the Property Premises is satisfactory unsatisfactory to it, then Buyer may terminate this Agreement by written notice to Sellers, given not later than the last day of the Due Diligence Period, or Buyer and Seller may agree to provide Buyer a credit against the purchase price, provided that any such amendment shall not be valid unless mutually signed prior to the Operating Partnershipexpiration of the Due Diligence Period. The Operating Partnership and other parties designated by it (collectivelyIf Buyer elects to terminate this Agreement, “Operating Partnership’s Representatives”) the xxxxxxx money shall be returned to Buyer and, except as otherwise provided in this Section, neither of the Parties shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject any further liability to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth hereinother hereunder. In the course event Buyer fails to notify Seller of its intent to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer’s right to terminate this Agreement shall be waived and become null and void. (b) All inspections, investigations, but subject to tests and appraisals required by Buyer under this Section shall be at Buyer’s expense unless otherwise expressly provided in this Agreement. (c) Neither Buyer, nor any of its agents or representatives, shall damage the provisions of Section 9.6Premises or any portion thereof, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local except for any immaterial damage caused by environmental and other government representatives. If any inspection or test damages the Propertytests, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent all of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall promptly be deemed given repaired by Contributor unless the Contributor provides written notice of objection Buyer at Buyer’s sole cost and expense. Buyer agrees to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, indemnify and defend Seller and hold Contributor Seller harmless from any liens and all claims, demands, actions, lawsuits, damages and costs, including reasonable attorneys’ fees, arising out of any act or omission of Buyer, or its inspections as well as agents and/or representatives, in connection with Buyer’s due diligence review. The foregoing obligation shall survive the closing of this transaction and any claims asserted by third parties against Contributor termination of this Agreement. (other than those arising out d) The physical condition of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto Premises shall be substantially the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after same on the date Operating Partnership and Operating Partnership’s Representatives first enter of possession, as it exists as of the Property, and continuing throughout the term Effective Date of this Agreement, liability insurance of not less than $1,000,000reasonable wear and tear excepted. Prior Buyer shall have the right to entering inspect the Property, Operating Partnership shall provide Premises during the 48-hour period immediately prior to Contributor a certificate of insurance evidencing such coverage possession and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsclosing.

Due Diligence. Operating Partnership (a) Promptly after the full execution of this Agreement, Seller shall deliver copies of the following documents to Buyer, to the extent in Seller's possession or control: (i) all Leases currently in effect, (ii) all existing environmental reports for the Property, (iii) the latest, full size survey of the Property, (iv) construction drawings for the Property, if any, (v) title reports, together with copies of all title exception documents, (vi) metes and bounds description of the Land, (vii) annual operating expense reports and tax bills for the past three years, (viii) utility bills for the past twelve (12) months, (ix) information, on a tenant by tenant basis, setting forth the reimbursements paid by each tenant for common area maintenance charges, taxes and insurance, together with a supporting schedule of expenses for the Property, (x) a list and description of all rent delinquencies as of the date hereof, (xi) all existing service contracts currently affecting the Property and (xii) any plans or proposals submitted or reviewed by the local authorities regarding potential expansion or development of the Property. (b) Buyer shall have the Due Diligence Period in which right, at any time after the Effective Date, to examine and inspect the Property, and to investigate existing zoning, the physical, structural and environmental condition of the Property, the compliance of the Property with Laws, the rental income and recoveries listed in the rent roll, the operating expenses, taxes and other costs of operating the Property, and any other factors Buyer deems relevant in determining whether to determinepurchase the Property. For purposes of conducting such inspections and studies, Buyer shall have access to the Property at all reasonable times, subject to Section 5(d) below. (c) Buyer may terminate this Agreement, for any reason or for no reason at all, in its Buyer's sole discretion, whether on notice to Seller and Escrow Agent given at any time during the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectivelyDue Diligence Period, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as which notice may be required given by Operating Partnershipemail to Xxxxxxx@Xxxxxxxxxxxxxxxxx.xxx and to thedrehergroup.xxxxxx@ xxxxxxx.xxx, subject with a copy concurrently sent by facsimile to the limitations Messrs. Xxxxxxx and Xxxxxx at their facsimile numbers set forth herein. In the course event of such termination, Escrow Agent shall return the Deposit to Buyer, whereupon, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. If Buyer does not elect to terminate this Agreement pursuant to this Section 5(c) within the Due Diligence Period, Buyer shall conclusively be deemed to have waived its investigationsright of termination under this Section 5(c), but subject the Deposit shall be non-refundable, except as otherwise expressly provided hereunder, and Buyer shall post the Second Deposit with Escrow Agent no later than two (2) business days after the expiration of the Due Diligence Period. (d) Seller shall permit Buyer and its agents and consultants access to the provisions Property from time to time for the purpose of Section 9.6undertaking surveys and engineering, the Operating Partnership may make inquiries to third partiesenvironmental, includingsoils, without limitation, municipal, local wetlands and other government representatives. If any inspection or test damages the Propertysimilar tests, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples drillings and studies, provided that neither Buyer nor its agents or other invasive testing without the prior written consent consultants unreasonably interfere with Seller's tenants' peaceful use and enjoyment of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout provided Buyer promptly repairs any damage to the term Property caused by such entry and restores the Lands to the condition that existed prior to such entry. Seller shall cooperate with Buyer and enforce provisions of Leases if necessary in order to facilitate entry by Buyer into tenant spaces as reasonably required by Buyer. Buyer shall hold and save Seller harmless from and against any and all loss, cost, damage, injury or expense arising out of or in any way related to the acts or omissions of Buyer, its agents, employees and consultants, relating to any such entry, and such obligation shall survive the termination of this Agreement, except that Buyer shall not be liable for costs or damages resulting from Buyer's discovery or exacerbation of pre-existing conditions, absent Buyer's negligence. Prior to any such entry, Buyer shall furnish to Seller evidence that Buyer (or its respective contractors entering onto the Property to perform borings, drillings or other intrusive testings) has procured comprehensive liability insurance from an insurer authorized to do business in the Commonwealth of Pennsylvania which is reasonably acceptable to Seller protecting Seller from claims for bodily injury or death in single limit amount of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor Seller as an additional insured partyinsured. Operating Partnership’s obligations under Such insurance shall provide that at least thirty (30) days' notice of termination, cancellation, modification or lapse of coverage shall be given to Seller. The indemnification provision contained in this Section 2.1 5(d) shall survive the termination of this Agreement for a period and/or the closing of twelve (12) monthstitle.

Due Diligence. Operating Partnership shall Buyer will have until the latter of (i) forty-five (45) days after the full execution of this Agreement by both parties hereto, or (ii) forty-five (45) days after delivery of each of the following items (the ADue Diligence Period@) to conduct all of its inspections and due diligence and satisfy itself regarding each item, the Property and this transaction. a. The original and one copy of a title insurance commitment for an ALTA owner's title insurance policy (see paragraph 8 below) b. Copies of such "as built" plans and specifications for the Property as Seller can locate after diligent search. c. Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property. d. Current lease, and rent payment history showing occupancy date, lease expiration date, rent, and security deposit, if any, accompanied by such tenant financial statements as may have been provided to Seller by the Tenant. Copies of any and all existing soil tests and environmental tests previously done by or for Seller relating to the Property. During the Due Diligence Period in which Period, Buyer and Seller as a condition to examine both parties' obligations hereunder, shall attempt to agree upon a mutually acceptable form of assignment and inspect assumption of lease and personalty of Seller on the Property, if any, with respective pre and post closing indemnification clauses, and an Estoppel Certificate executed by existing tenant on such form reasonably approved by Buyer, or if tenant is unwilling, certified by Seller (to be submitted within thirty (30) days of Closing). Seller shall provide Buyer access to the Property from time to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control time for the purpose of conducting inspections thereof including mechanical, structural, electrical and other physical inspections. Buyer has until the end of the Due Diligence Period to complete such physical inspection. Buyer shall indemnify Seller from and against any and all losses, claims, causes of action, liabilities, and costs to the extent caused by the actions of Buyer, its agents, employees, contractors, or invitees, during any such entry upon the Property. The foregoing duty of indemnification shall include the duty to pay all reasonable attorney's fees incurred by the Seller in responding to or defending any such claims or proceedings. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by overnight delivery service to Seller and escrow holder before the expiration of the Due Diligence Period. Such notice shall be deemed effective only upon receipt by Seller. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under Sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned the First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Buyer irrevocably will be deemed to have canceled this Agreement and relinquish all rights in and to the Property unless Buyer makes the Second Payment when required. Upon payment of the Second Payment, Buyer shall have been deemed to have waived its right to terminate this Agreement based upon the items received by Buyer and its inspection of the property during the Due Diligence Period. Buyer shall have ten (10) business days, from written notice to Buyer, to review any adverse material changes in any of the due diligence and shall, subject items received prior to the rights of tenants under Leases, be able Closing Date to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth hereinterminate this Agreement. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding Except for the foregoing, Operating Partnership shall if this Agreement is not conduct any soil boringscanceled and the Second Payment is made when required, core samples or other invasive testing without the prior written consent all of Contributor, which consent by Contributor Buyer's conditions and contingencies will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthssatisfied.

Due Diligence. Operating Partnership (a) Promptly after the full execution of this Agreement, Seller shall deliver copies of the following documents to Buyer, to the extent in Seller's possession or control: (i) all Leases currently in effect, (ii) all existing environmental reports for the Property, (iii) the latest, full size survey of the Property, (iv) construction drawings for the Property, if any, (v) title reports, together with copies of all title exception documents, (vi) metes and bounds description of the Land, (vii) annual operating expense reports and tax bills for the past three years, (viii) utility bills for the past twelve (12) months, (ix) information, on a tenant by tenant basis, setting forth the reimbursements paid by each tenant for common area maintenance charges, taxes and insurance, together with a supporting schedule of expenses for the Property, (x) a list and description of all rent delinquencies as of the date hereof, (xi) all existing service contracts currently affecting the Property, (xii) any plans or proposals submitted or reviewed by the local authorities regarding potential expansion or development of the Property, (xiii) the Loan Documents, together with any correspondence sent to or received from Lender in respect of the Property during the preceding three (3) years. (b) Buyer shall have the Due Diligence Period in which right, at any time after the Effective Date, to examine and inspect the Property, and to investigate existing zoning, the physical, structural and environmental condition of the Property, the compliance of the Property with Laws, the rental income and recoveries listed in the rent roll, the operating expenses, taxes and other costs of operating the Property, and any other factors Buyer deems relevant in determining whether to determinepurchase the Property. For purposes of conducting such inspections and studies, Buyer shall have access to the Property at all reasonable times, subject to Section 5(d) below. (c) Buyer may terminate this Agreement, for any reason or for no reason at all, in its Buyer's sole discretion, whether on notice to Seller and Escrow Agent given at any time during the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectivelyDue Diligence Period, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as which notice may be required given by Operating Partnershipemail to xxxxx@xxxx.xxx and to xxxxxxxx@xxxxxxxxxxxx.xxx, subject with a copy concurrently sent by facsimile to the limitations Mssrs. Vith and Xxxxx at their facsimile numbers set forth herein. In the course event of such termination, Escrow Agent shall return the Deposit to Buyer, whereupon, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. If Buyer does not elect to terminate this Agreement pursuant to this Section 5(c) within the Due Diligence Period, Buyer shall conclusively be deemed to have waived its investigationsright of termination under this Section 5(c), but subject the Deposit shall be non-refundable, except as otherwise expressly provided hereunder, and Buyer shall post the Additional Deposit with Escrow Agent no later than two (2) business days after the expiration of the Due Diligence Period. When wired to and deposited with the Escrow Agent, the Additional Deposit will be non-refundable, except as otherwise expressly provided hereunder. (d) Upon not less than two business days prior written notice to Seller, Seller shall permit Buyer and its agents and consultants access to the Property from time to time for the purpose of undertaking surveys and engineering, environmental, soils, wetlands and other similar tests, borings, drillings and studies, provided Buyer promptly repairs any damage to the Property caused by such entry and restores the Lands to the condition that existed prior to such entry. Seller shall cooperate with Buyer and enforce provisions of Section 9.6Leases if necessary in order to facilitate entry by Buyer into tenant spaces as reasonably required by Buyer. Buyer shall hold and save Seller harmless from and against any and all loss, cost, damage, injury or expense arising out of or in any way related to the Operating Partnership may make inquiries to third partiesacts or omissions of Buyer, includingits agents, without limitationemployees and consultants, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior relating to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defendentry, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of such obligation shall survive the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term termination of this Agreement, except that Buyer shall not be liable for costs or damages resulting from Buyer's discovery or exacerbation of pre-existing conditions, absent Buyer's negligence. Prior to any such entry, Buyer shall furnish to Seller evidence that Buyer (or its respective contractors entering onto the Property to perform borings, drillings or other intrusive testings) has procured comprehensive liability insurance from an insurer authorized to do business in the Commonwealth of Pennsylvania which is reasonably acceptable to Seller protecting Seller from claims for bodily injury or death in single limit amount of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor Seller as an additional insured partyinsured. Operating Partnership’s obligations under Such insurance shall provide that at least thirty (30) days' notice of termination, cancellation, modification or lapse of coverage shall be given to Seller. The indemnification provision contained in this Section 2.1 5(d) shall survive the termination of this Agreement and/or the closing of title. (e) Buyer will provide Seller with copies of any environmental reports of the Property prepared for a period Buyer. Buyer will keep confidential and not disclose to third parties all environmental reports of twelve the Property prepared for or delivered to Buyer, except for disclosures (12i) monthsto Buyer's consultants, agents, representatives, employees and third parties needing to know such information, provided all such parties agree to maintain the confidentiality of such reports, and (ii) required by law.

Due Diligence. Operating Partnership Buyer, or its designees, will have a period of fifteen (15) days after Seller's execution of this Agreement (the "Due Diligence Period"), to enter the Property to make inspections, engineering tests, surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of the Property. All entry upon the Property and any and all contact with on site employees of Seller by Buyer shall have be upon prior notice to Seller and, at Seller's option, accompanied by an agent of Seller. If the Closing of the Property does not occur, Buyer will make such repairs as necessary to leave the Property in the same condition as prior to entry by Buyer. (i) During the Due Diligence Period in which to examine and Period, Buyer may inspect the Property Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide or make available at designated locations, those operational and information items which relate to determine, in its sole discretion, whether the Property is satisfactory as follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Operating Statements for the last two (2) calendar years 3. Operating Statement for the current calendar year to date (as of the Operating Partnershipend of the month previous to execution) 4. The Operating Partnership Breakdown of the Property?s payroll account including a list of on-site personnel, for the last calendar year and other parties designated by it for the current calendar year to date 5. Copy of current ad valorem tax bills and a condensed list of utility bills for the Property, for the last full calendar year if in Seller's possession 6. As-built survey, if in Seller's possession 7. Copies of all third-party contracts (collectivelye.g., “Operating Partnership’s Representatives”termite, landscape, pool maintenance, etc.) shall have reasonable access in effect or which will be in effect at or after the closing date 8. Copy of the latest insurance declaration covering the Property (the same may be within a master policy) 9. Make available to Buyer all books and records income information in Seller's possession for all tenants currently leasing units at the Property. 10. Make available originals or copies of all tenant leases for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence connection with each apartment unit, and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local all credit reports and other government representativesinformation concerning the leases or the tenants, which are currently in Seller's files 11. If A list of all equipment leases and/or any inspection or test damages financing documents for personal property, equipment, etc., affecting the Property, Operating Partnership apartment complex All of the foregoing will promptly restore, either be at its sole expense, the Property location or submitted to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent Buyer by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, Seller within three two (32) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination execution of this Agreement by both parties. All Due Diligence materials must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or the current fee owner or its affiliates for a period of twelve two (122) monthsyears after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without Seller's written consent prior to closing. All reports desired by Buyer during its Due Diligence Period shall be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply copies to Seller of each and every report it receives immediately upon their completion and availability to Buyer. (ii) During the Due Diligence Period, Buyer will conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and other government permits and regulations and all other matters and documents relating to the operation of the Property, including the items supplied by Seller under Section 3(a) hereof. (iii) After Seller provides all required documents to the Buyer, Buyer agrees to accept or reject the Property and all documents prior to the end of the Due Diligence Period. If Buyer does not cancel this Contract during the Due Diligence Period, Buyer shall be deemed to have accepted the Property and it will close on the Property in accordance with this Contract, except for cancellation in accordance with the specific provisions of this Contract.

Due Diligence. Operating Partnership shall have the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within Within three (3) days after submission by Operating Partnership the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon receipt of a written request for such testingall the Due Diligence Materials, Buyer shall acknowledge, in writing, to Seller that it has received the same and the Due Diligence Period has commenced. Operating Partnership From the Effective Date until the Closing Date, Buyer and Buyer’s representatives and agents shall indemnifyhave the right, defendupon forty-eight (48) hours prior notice and in accordance with the tenant leases, to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property; provided that, Buyer shall not be able to do any invasive test (e.g. digging or Phase II reports) without Seller prior written consent, which consent may not be unreasonably withheld or delayed.. Buyer shall not be allowed to speak with the tenants at the Property. Buyer shall indemnify and hold Contributor Seller harmless from and against any liens and all claims, injuries and damages (including reasonable attorney’s fees) to persons and/or property arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out or resulting from the exercise of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating PartnershipBuyer’s or Operating Partnership’s Representatives’ entry onto the Propertyinspection rights; provided, however, the Buyer’s indemnity obligations shall not extend to protect Contributor any claims, injuries or damages resulting from or relating to (i) any pre-action of Seller or its agents or representatives or (ii) any existing liabilities for matters merely environmental contamination or other conditions with respect to the Property that may be discovered by Operating Partnership (e.g.Buyer as the result of its investigations. During the Due Diligence Period, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter Buyer may evaluate the Property, the feasibility of the transaction, the availability and continuing throughout cost of financing, and any other matters of concern to Buyer. Buyer shall have the term right to terminate this Agreement by delivering notice to Seller at or before 5:00 p.m. Eastern time on the last day of the Initial Due Diligence Period (unless extended as provided in Section 1(K)), if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership Buyer, or its designees, will have a period of thirty (30) days after Seller's execution of this Agreement (the "Due Diligence Period"), to enter the Property to make inspections, engineering tests, surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of the Property. All entry upon the Property and any and all contact with on site employees of Seller by Buyer shall have be upon prior notice to Seller and, at Seller's option, accompanied by an agent of Seller. Buyer agrees to complete its lease audit, financial inspection and physical review within the first fifteen (15) days of the Due Diligence Period Period. All third party reports must be ordered within said first fifteen (15) day period. If the Closing of the Property does not occur, Buyer will make such repairs as necessary to leave the Property in which the same condition as prior to examine and entry by Buyer. (i) During the Due Diligence Period, Buyer may inspect the Property Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide or make available at designated locations, those operational and information items which relate to determine, in its sole discretion, whether the Property is satisfactory as follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Expense Statements for the last two (2) calendar years 3. Expense Statement for the current calendar year to date (as of the Operating Partnershipend of the month previous to execution) 4. The Operating Partnership Copy of current ad valorem tax bills and other parties designated by it a condensed list of utility bills for the Property, for the last full calendar year if in Seller's possession 5. As-built survey, if in Seller's possession 6. Copies of all third-party contracts (collectivelye.g., “Operating Partnership’s Representatives”termite, landscape, pool maintenance, etc.) shall have reasonable access to in effect or which will be in effect at or after the closing date, as well as all books equipment leases or personal property financing/lease agreement 7. Copy of the latest insurance declaration covering the Property (the same may be within a master policy) 8. Make available originals or copies of the first and records last page of all tenant leases for the Property that are in Contributor’s possession or control for connection with each apartment unit. All of the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, foregoing will either be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property location or submitted to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent Buyer by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, Seller within three two (32) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination execution of this Agreement by both parties. All Due Diligence materials must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or the current fee owner or its affiliates for a period of twelve two (122) monthsyears after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without Seller's written consent prior to closing. All reports desired by Buyer during its Due Diligence Period shall be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply copies to Seller of each and every report it receives immediately upon their completion and availability to Buyer. (ii) During the Due Diligence Period, Buyer will conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and other government permits and regulations and all other matters and documents relating to the operation of the Property, including the items supplied by Seller under Section 3(a) hereof. (iii) After Seller provides all required documents to the Buyer, Buyer agrees to accept or reject the Property and all documents prior to the end of the Due Diligence Period. If Buyer does not cancel this Contract during the Due Diligence Period, Buyer shall be deemed to have accepted the Property and it will close on the Property in accordance with this Contract, except for cancellation in accordance with the specific provisions of this Contract.

Due Diligence. Operating Partnership Sellers shall have the Due Diligence Period in which to examine provided Buyer and inspect the Property to determineits accountants, in its sole discretion, whether the Property is satisfactory consultants and attorneys sufficient access to the Operating Partnership. The Operating Partnership Acquired Assets and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all Sellers books and records for the Property that are in Contributor’s possession or control for the purpose of conducting to complete its legal, accounting and business due diligence and shall, subject to the rights review of tenants under Leases, be able to conduct and complete such surveys, inspections and tests Sellers (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipalfactory and facility inspections, local review of the Schedules hereto, any amendments or supplements thereof and the items referred to therein, environmental due diligence, review and evaluation of the condition and aging of accounts receivable and inventory, review of financial statements for the calendar year ending December 31, 1995, review of management information systems, and a review and comparative analysis of actual performance versus projected performance with respect to, among other government representativesthings, margins, revenues, gross profits and selling, general and administrative expenses) and any and all benefit plans maintained or contributed to by any of Sellers. If Buyer's right of access shall include the right to enter upon any inspection of the Acquired Assets to conduct an environmental investigation of said Assets, which investigation may include, in the sole judgment of Buyer, environmental testing (including, but not limited to, soil testing, surface or test damages groundwater testing, air monitoring, testing of the Propertyintegrity of underground storage tanks, Operating Partnership will promptly restoreand sampling of suspect asbestos-containing materials), at Sellers shall cooperate with Buyer to complete this investigation. Buyer's obligation to consummate the transactions contemplated hereby is subject to Buyer being satisfied in its sole expense, discretion with the Property to its condition immediately prior to any results of such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Propertydue diligence review; provided, however, the indemnity that Buyer shall be deemed to have waived this condition (other than with respect to any Environmental Matters with respect to which this condition shall remain in effect until Closing) if, prior to November 13, 1996 at 5:00 P.M. New York time, Buyer shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate have provided Sellers with written notice of Buyer's disapproval of the results of such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsdue diligence review.

Due Diligence. Operating Partnership 6.1 Unless extended by written agreement of Seller and Buyer, Buyer shall have a period of forty-five (45) days from the Effective Date to conduct an inspection of the Property. Such period shall hereinafter be referred to as the "Due Diligence Period". During the Due Diligence Period in which during normal business hours and after reasonable notice to examine Seller or its designated agents, Buyer, or its engineers, architects, building consultants, environmental investigators, or other representatives, at Buyer's sole cost and expense, may inspect and test the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating PartnershipProperty. The Operating Partnership and other parties designated Seller shall reasonably cooperate by it (collectively, “Operating Partnership’s Representatives”) shall have allowing Buyer's representatives reasonable access to all books and records for the Property. Buyer's right of inspection shall include entry upon the Property that are in Contributor’s possession or control with its agents and their equipment for the purpose of conducting due diligence and shallmaking such environmental tests as Buyer deems appropriate, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipalsoil borings, local and other government representatives. If any inspection or test damages provided that Buyer shall be responsible for the Property, Operating Partnership will promptly restore, at its sole expense, prompt restoration of the Property to its condition immediately prior to any making such inspection or testtests. Notwithstanding The obligation to return the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the Property to its prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 condition shall survive the termination of this Agreement. Buyer shall comply with all laws, rules and regulations of any governmental authority and obtain all licenses and permits required in connection with such activities. Buyer agrees to indemnify and hold Seller harmless from and against any property damage or personal injury or claim or lien against the Property resulting from any such access or inspection by Buyer or its representatives. Such indemnification shall survive the Closing or earlier termination of this Agreement. Buyer shall also have the right during such Due Diligence Period to examine and review environmental conditions of the Property, zoning and land use regulations, governmental entitlements, governmental approvals and any restrictions, agreements, obligations and liabilities affecting the Property. If Seller fails to provide the documentation identified in Section 5 hereof within the prescribed 10-day period, the Due Diligence Period will be extended one (1) day for each day or partial day delay in the delivery of such documentation. 6.2 Buyer shall have the right to terminate this Agreement at any time during the Due Diligence Period in its sole and absolute discretion for a period any reason or no reason by giving written notice to Seller on or before the last day of twelve (12) monthsthe Due Diligence Period. If Buyer timely gives notice of termination under this Section, all obligations of the parties hereunder shall cease and neither party shall have any claim against the other by reason of this Agreement, except with respect to any provision hereof that expressly survives the termination of this Agreement. Upon restoration of the Property as provided in Section 6.1, the Deposit shall be returned to the Buyer. If Buyer fails to give such written notice of termination on or before the last day of the Due Diligence Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section. 6.3 If Buyer terminates this Agreement in accordance with Section 6.2 above, Buyer shall return to Seller all documents provided to Buyer by Seller, and any copies thereof made by Buyer and shall provide Seller with copies of all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Property. Buyer agrees that any and all information obtained by it or its agents and representatives with respect to the Property, including without limitation all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Property, shall be held by Buyer in confidence and not released or shared with anyone other than Seller, except for such employees, lenders and professional advisors as are reasonably necessary to allow Buyer to evaluate the Property. The provisions of this Section 6.3 shall survive the termination of this Agreement. If Buyer waives its right to terminate as provided above, Buyer shall be deemed to have accepted the Property in an "as is" condition, without any representations or warranties, except as specifically provided herein, and without abatement or reduction of the Purchase Price.

Due Diligence. Operating Partnership (a) The parties agree that Purchaser shall have the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting conduct a due diligence and shall, subject to investigation of the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests Company (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal(i) a review of the information, local documents and other government representatives. If matters identified on any inspection Schedule or test damages delivered pursuant to the terms of this Agreement and investigations of the Company's customers, (ii) satisfactory review, at the sole discretion of the Purchaser, of the Company's Trailing EBITDA, and (iii) interviews with the Company management, including the heads of each division within the Company) which commenced upon the signing of the letter of intent relating to the transaction contemplated hereby and, except as provided in subsection (c) below, shall be completed by Purchaser no later than the execution and delivery date of this Agreement (the "Purchaser's Due Diligence Period"). (b) Purchaser and Sellers acknowledge that, during the Due Diligence Period, Purchaser and the Lenders may perform a due diligence review, including, a Phase I and, if desired by Purchaser or the Lenders, Phase II environmental review of the Company and the Real Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent scope and substance of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given subject mutually agreed upon by Contributor unless Purchaser, the Contributor provides written notice Lenders and Principal Shareholders. In addition, at the request of objection the Purchaser and Lenders, the Purchaser may update any Phase I environmental review previously completed by the Company. All such environmental reviews will be performed by Environmental Strategies Corporation, Purchaser and the Lenders and engaged on behalf of Purchaser. A Phase II environmental review will be performed only to Operating Partnershipthe extent recommended by such expert or required by the Lenders. In the event any Phase II environmental review is required, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership Principal Shareholders shall indemnify, defenduse their reasonable best efforts, and hold Contributor harmless from shall cause the Company to use its reasonable best efforts, to secure all consents necessary to permit any liens arising out such Phase II environmental review to proceed. The Company shall be responsible for the costs and expenses related to the Phase I environmental review, Phase II environmental review (to the extent such a review is deemed necessary) and update of its inspections as well as any claims asserted Phase I environmental review previously completed by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the PropertyCompany; provided, however, that Purchaser shall pay for any such costs and expenses to the indemnity extent they exceed $50,000.00 in the aggregate. (c) Any inventory of raw, consignment and finished goods taken on or prior to the Closing Date shall not extend be performed by the Company's personnel using methods and procedures mutually acceptable to protect Contributor from the parties hereto. Purchaser's representative shall have the right to observe the taking of any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure inventory and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior have access to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsany documentation relating thereto.

Due Diligence. Operating Partnership (i) Optionor shall cause Optionor’s officers, employees, agents, independent accountants and advisors to furnish to Optionee and all agents, contractors, consultants, representatives and other persons designated by Optionee, at reasonable times and places, all information in their possession concerning the Property as may be requested, and give such persons access to all of the books, records, contracts and other documents of or pertaining to Optionor and the Property that Optionor or its officers, employees, agents, independent accountants or advisors have in their custody. Optionor shall provide Optionee with its reasonable cooperation with Optionee’s efforts to obtain all appropriate or relevant information concerning the Property. (ii) Optionor shall use commercially reasonable efforts to obtain, prior to the Due Diligence Date, reliance letters from any third party consultants who have prepared environmental, geotechnical, building condition or other reports in favour of Optionor, or any affiliate of Optionor in connection with the Property, which reliance letters shall entitle Optionee and its lenders to rely upon such reports as if they were original addressees thereof. Optionor confirms that it has no objection to Optionee retaining such consultants or any of them to provide supplemental reports addressed to Optionee updating their original reports. Optionee shall be responsible to pay any fee charged by any such third party consultant or consultants in respect of any such supplemental reports. (iii) Optionee and its representatives shall have until 11:59 p.m. on the fifteenth (15th) day following delivery of the Option exercise notice from Optionee to Optionor (the “Due Diligence Date”) to review the Due Diligence Documents and to satisfy itself as to all aspects of the Property. Optionee and its authorized representatives shall have access to the Property during the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for purposes of physical inspections thereof and to carry out prudent inspections of the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third partiesProperty, including, without limitation, municipal, local and other government representatives. If any inspection or test damages (a) the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter improvements on the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering all systems servicing any improvement located on the Property; and (b) the surface and subsurface (including groundwater) of the Property by means of such soil tests, Operating Partnership shall provide boreholes, test pits and other excavation as Optionee deems prudent. All examinations and inspections of the Property will be conducted in such manner so as not to Contributor a certificate unreasonably interfere with the Property. Optionee will repair any physical damage caused to the Property by its acts or omissions or the acts or omissions of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthspersons conducting due diligence on its behalf.

Due Diligence. Operating Partnership shall Buyer, or its designees, will have a period of thirty-five (35) days from the later of (1) the date of the last party's execution of this Agreement or (2) the date of delivery by Seller to Buyer of the items listed in (i) below (except for those items which are made available at the Property as designated by Seller (the "Due Diligence Period in which Period"), to examine and inspect enter the Property to determinemake inspections, engineering tests, surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of the Property. Seller shall cooperate in its sole discretion, whether all reasonable respects with Buyer in connection with such tests and inspections. All entry upon the Property is satisfactory and any and all contact with on site employees of Seller by Buyer shall be upon prior notice to the Operating PartnershipSeller and, at Seller's option, accompanied by an agent of Seller. The Operating Partnership and other parties designated by it (collectivelyBuyer agrees to complete a lease audit, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive financial inspection and sampling), as may physical review within the first twenty (20) days of the due diligence. All third party reports must be required by Operating Partnership, subject ordered within said first twenty (20) day period and evidence of such orders supplied to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or testSeller. Notwithstanding the foregoing, Buyer shall still have the right to terminate this Agreement for any reason throughout the entire Due Diligence Period. If the Closing of the Property does not occur, Buyer shall restore the Property to the same condition as prior to entry by Buyer. (i) During the Due Diligence Period, Buyer may inspect the Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide or make available at designated locations, those operational and information items which relate to the Property as follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Operating Partnership shall not conduct any soil boringsStatements for the last two (2) calendar years 3. Operating Statement for the current calendar year to date (as of the end of the month previous to execution) 4. Breakdown of the Property's payroll account including a list of on-site personnel, core samples for the last calendar year and for the current calendar year to date 5. Copy of current ad valorem tax bills and a condensed list of utility bills for the Property, for the last full calendar year if in Seller's possession 6. As-built survey, if in Seller's possession 7. Copies of all third-party contracts (e.g., termite, landscape, pool maintenance, etc.) in effect or which will be in effect at or after the closing date 8. Copies of all notices of zoning, building, safety, health code or other invasive testing violations relating to the property in Seller's possession 9. Copy of the latest insurance declaration covering the Property (the same may be within a master policy) 10. Make available to Buyer all income information in Seller's possession for all tenants currently leasing units at the Property. 11. Make available originals or copies of all tenant leases for the Property in connection with each apartment unit, and all credit reports and other information concerning the leases or the tenants which are currently in Seller's files 12. A list of all equipment leases and/or any financing documents for personal property, equipment, etc., affecting the apartment complex All of the foregoing will either be at the Property location or submitted to Buyer by Seller within two (2) days after execution of this Agreement by both parties. All Due Diligence materials must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or the current fee owner or its affiliates for a period of two (2) years after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without the prior Seller's written consent prior to closing. All reports desired by Buyer during its Due Diligence Period shall be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply copies to Seller of Contributoreach and every report if Buyer does not close on its acquisition of the Property. (ii) During the Due Diligence Period, which consent Buyer will conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and other government permits and regulations and all other matters and documents relating to the operation of the Property, including the items supplied by Contributor will Seller under Section 3(a) hereof. (iii) After Seller provides all required documents to the Buyer, Buyer agrees to accept or reject the Property and all documents prior to the end of the Due Diligence Period. If Buyer does not be unreasonably withheldcancel this Contract during the Due Diligence Period by notice to Seller, delayed or conditioned and which Buyer shall be deemed given by Contributor unless to have accepted the Contributor provides written notice Property and it will close on the Property in accordance with this Contract, except for cancellation in accordance with the specific provisions of objection this Contract, including title and/or survey objections as set forth below. This Agreement is contingent upon Buyer and Seller closing the sale and purchase of Foxhunt Apartments, Camelot East Apartments, Brookshires and Countrybrook Apartments, which are the subject of Agreements executed simultaneously herewith. In the event either party fails to Operating Partnershipclose any of said transactions or this transaction, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership other party shall indemnify, defend, and hold Contributor harmless from have the right to refuse to close any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out or all of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) transactions. Said failure to recover for personal injury or property damage close shall include failure to close as a result of Operating Partnership’s any reason, whether or Operating Partnership’s Representatives’ entry onto the Property; providednot arising out of breach, however, the indemnity shall not extend failure of contingency or otherwise. Provided said failure to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement close is for a period of twelve (12) monthsvalid reason and not due to breach by buyer, all deposits should be returned to buyer and neither party shall have any further liability to the other.

Due Diligence. Operating Partnership shall Buyer, or its designees, will have a period of thirty-five (35) days from the later of (1) the date of the last party's execution of this Agreement or (2) the date of delivery by Seller to Buyer of the items listed in (i) below (except for those items which are made available at the Property as designated by Seller (the "Due Diligence Period in which Period"), to examine and inspect enter the Property to determinemake inspections, engineering tests, surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of the Property. Seller shall cooperate in its sole discretion, whether all reasonable respects with Buyer in connection with such tests and inspections. All entry upon the Property is satisfactory and any and all contact with on site employees of Seller by Buyer shall be upon prior notice to the Operating PartnershipSeller and, at Seller's option, accompanied by an agent of Seller. The Operating Partnership and other parties designated by it (collectivelyBuyer agrees to complete a lease audit, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive financial inspection and sampling), as may physical review within the first twenty (20) days of the due diligence. All third party reports must be required by Operating Partnership, subject ordered within said first twenty (20) day period and evidence of such orders supplied to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or testSeller. Notwithstanding the foregoing, Buyer shall still have the right to terminate this Agreement for any reason throughout the entire Due Diligence Period. If the Closing of the Property does not occur, Buyer shall restore the Property to the same condition as prior to entry by Buyer. (i) During the Due Diligence Period, Buyer may inspect the Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide or make available at designated locations, those operational and information items which relate to the Property as follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Operating Partnership shall not conduct any soil boringsStatements for the last two (2) calendar years 3. Operating Statement for the current calendar year to date (as of the end of the month previous to execution) 4. Breakdown of the Property's payroll account including a list of on-site personnel, core samples for the last calendar year and for the current calendar year to date 5. Copy of current ad valorem tax bills and a condensed list of utility bills for the Property, for the last full calendar year if in Seller's possession 6. As-built survey, if in Seller's possession 7. Copies of all third-party contracts (e.g., termite, landscape, pool maintenance, etc.) in effect or which will be in effect at or after the closing date 8. Copies of all notices of zoning, building, safety, health code or other invasive testing without violations relating to the prior written consent property in Seller's possession 9. Copy of Contributorthe latest insurance declaration covering the Property (the same may be within a master policy) 10. Make available to Buyer all income information in Seller's possession for all tenants currently leasing units at the Property. 11. Make available originals or copies of all tenant leases for the Property in connection with each apartment unit, and all credit reports and other information concerning the leases or the tenants which consent are currently in Seller's files 12. A list of all equipment leases and/or any financing documents for personal property, equipment, etc., affecting the apartment complex 13. Copies of the first mortgage documents including the Note, Mortgage and other relevant documents All of the foregoing will either be at the Property location or submitted to Buyer by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, Seller within three two (32) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination execution of this Agreement by both parties. All Due Diligence materials must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or the current fee owner or its affiliates for a period of twelve two (122) monthsyears after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without Seller's written consent prior to closing. All reports desired by Buyer during its Due Diligence Period shall be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply copies to Seller of each and every report if Buyer does not close on its acquisition of the Property. (ii) During the Due Diligence Period, Buyer will conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and other government permits and regulations and all other matters and documents relating to the operation of the Property, including the items supplied by Seller under Section 3(a) hereof. (iii) After Seller provides all required documents to the Buyer, Buyer agrees to accept or reject the Property and all documents prior to the end of the Due Diligence Period. If Buyer does not cancel this Contract during the Due Diligence Period by notice to Seller, Buyer shall be deemed to have accepted the Property and it will close on the Property in accordance with this Contract, except for cancellation in accordance with the specific provisions of this Contract, including title and/or survey objections as set forth below.

Due Diligence. Operating Partnership shall have Seller agrees to allow Buyer, Buyer’s agent and representatives reasonable access to the Property (to be coordinated with Seller’s personnel or its agent, during business hours) during the period commencing on the Effective Date hereof and extending to the Closing, (“the Due Diligence Period in which to examine Period”) for purposes of any non-intrusive physical and inspect environmental inspection of the Property to determineand review of the Leases, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership expenses and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to matters (the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling"Due Diligence Inspections"), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership Buyer shall not conduct or allow any soil boringsphysically intrusive testing of, core samples on or under the Property (other invasive than sampling building materials for asbestos or lead content and other testing required by Buyer’s financing source) without the prior first obtaining Seller’s written consent of Contributorconsent, which consent by Contributor will shall not be unreasonably withheld, conditioned or delayed or conditioned as to the timing and which shall scope of work to be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testingperformed. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term Upon execution of this Agreement, liability insurance Seller will cause to be made available to Buyer for inspection the following information to the extent available to Seller or its agents concerning the Property and its operation which Buyer, Buyer’s financing source, or their respective representatives shall reasonably request: all documents referred to in this Agreement; the Service Contracts; copies of not less than $1,000,000. Prior to entering all permits, licenses or governmental approvals necessary for, or convenient to, the operation of the Property; copies of all guarantees and warranties; copies of all environmental audits or reports, Operating Partnership soils reports and engineered foundation reports; any geophysical records, data or reports; reports of any engineers or experts as they relate to the coal or other minerals regarding the Property in Seller’s files, possession or control; surveys; and any other information requested by Buyer, Buyer’s financing source, or their respective representatives. If Buyer is reasonably satisfied that the results of the Due Diligence Inspections indicate a material decrease in the value or use of the Property of which Buyer was not previously aware, Buyer shall provide have the right to Contributor terminate this Agreement. This Agreement shall terminate if Buyer sends written notice to Seller setting forth the issue discovered pursuant to the Due Diligence Inspections on or before 5:00 p.m. (Denver, Colorado time) of the 30th day after the Effective Date. If Buyer does provides such notice, this Agreement shall be terminated unless the parties mutually agree on a certificate resolution of insurance evidencing such coverage the issues, and naming Contributor as an additional insured partythe parties shall be relieved of all further obligations hereunder. Operating Partnership’s obligations under this Section 2.1 shall survive the termination For purposes of this Agreement for a period of twelve Agreement, material decrease shall mean more than Three Hundred Thousand Dollars (12) months$300,000.00).

Due Diligence. Operating Partnership shall 8.3.1 From and after the Effective Date through the Closing Date, Seller will take all commercially reasonable action necessary to allow, permit or obtain the right of Buyer and any of its Affiliates and Representatives reasonable access to the management personnel of Seller or any Affiliate of Seller involved in the Acquired Assets. Buyer will be entitled to conduct (and Seller will use reasonable efforts to cooperate with Buyer and facilitate) an in-depth due diligence review of the status and prospects for the operation and use of the Acquired Assets, and any matters relating thereto, including the right to review and make copies of the books and records of Seller or any Affiliate of Seller related to the Acquired Assets, including files and memoranda, documents, reports, studies, contracts and agreements, filings with governmental authorities, litigation files, environmental compliance files, studies and reports, permit and license files, patent, trademark and technology files and other tangible or electronic materials as may exist pertaining to the Acquired Assets as may be requested by Buyer or its Representatives. The topics of such review may include forecasted growth and churn of data subscribers, terms of existing internet transport or termination agreements, current and forecasted network capital expenditures, accounts receivable aging and uncollectible accounts, network performance and quality of network elements in service, customer contracts, or assignment of the NTIA Stimulus Award. Such review will take place during normal business hours. Seller will also give Buyer and its Representatives the opportunity to discuss the Acquired Assets with employees, officers, directors and agents of Seller or any Affiliate of Seller involved with the Acquired Assets. 8.3.2 Seller will also cooperate with Buyer, at Buyer’s cost, in arranging opportunities for Buyer and its Representatives to meet and discuss the Acquired Assets with appropriate third parties (including landowners, suppliers, vendors and lessors and including licensees of Leased FCC Licenses) and federal, state and local government Representatives; provided that Buyer will notify Seller of its desire to have each such meeting and discussion and, promptly thereafter, Seller will use commercially reasonable efforts to contact such third party or representative to schedule such meeting and discussion, and Seller will have the Due Diligence Period right to participate in which to examine any such meeting and inspect the Property to determinediscussion. Seller will, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated extent reasonably requested by it (collectivelyBuyer, “Operating Partnershipat Buyer’s Representatives”) shall cost, make available appropriate Representatives of Seller so that Buyer’s Representatives have reasonable access to all books and records for the Property that are in Contributor’s possession information developed or control for the purpose of conducting due diligence and shall, subject retained by such Seller Representatives with respect to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defendAcquired Assets, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) reasonable opportunity to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate discuss such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing information with such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthspersons.

Due Diligence. Operating Partnership (a) Promptly after the full execution of this Agreement, Seller shall deliver copies of the following documents to Buyer, to the extent in Seller's possession or control: (i) all Leases currently in effect, (ii) all existing environmental reports for the Property, (iii) the latest, full size survey of the Property, (iv) construction drawings for the Property, if any, (v) title reports, together with copies of all title exception documents, (vi) metes and bounds description of the Land, (vii) annual operating expense reports and tax bills for the past three years, (viii) utility bills for the past twelve (12) months, (ix) information, on a tenant by tenant basis, setting forth the reimbursements paid by each tenant for common area maintenance charges, taxes and insurance, together with a supporting schedule of expenses for the Property, (x) a list and description of all rent delinquencies as of the date hereof, (xi) all existing service contracts currently affecting the Property and (xii) any plans or proposals submitted or reviewed by the local authorities regarding potential expansion or development of the Property. (b) Buyer shall have the Due Diligence Period in which right, at any time after the Effective Date, to examine and inspect the Property, and to investigate existing zoning, the physical, structural and environmental condition of the Property, the compliance of the Property with Laws, the rental income and recoveries listed in the rent roll, the operating expenses, taxes and other costs of operating the Property, and any other factors Buyer deems relevant in determining whether to determinepurchase the Property. For purposes of conducting such inspections and studies, Buyer shall have access to the Property at all reasonable times, subject to Section 5(d) below. (c) Buyer may terminate this Agreement, for any reason or for no reason at all, in its Buyer's sole discretion, whether on notice to Seller and Escrow Agent given at any time during the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectivelyDue Diligence Period, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as which notice may be required given by Operating Partnershipemail to xxxxx@xxxx.xxx and to xxxxxxxx@xxxxxxxxxxxx.xxx, subject with a copy concurrently sent by facsimile to the limitations Mssrs. Vith and Xxxxx at their facsimile numbers set forth herein. In the course event of such termination, Escrow Agent shall return the Deposit to Buyer, whereupon, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. If Buyer does not elect to terminate this Agreement pursuant to this Section 5(c) within the Due Diligence Period, Buyer shall conclusively be deemed to have waived its investigationsright of termination under this Section 5(c), but subject the Deposit shall be non-refundable, except as otherwise expressly provided hereunder, and Buyer shall post the Additional Deposit with Escrow Agent no later than two (2) business days after the expiration of the Due Diligence Period. When wired to and deposited with the Escrow Agent, the Additional Deposit will be non-refundable, except as otherwise expressly provided hereunder. (d) Upon not less than two business days prior written notice to Seller, Seller shall permit Buyer and its agents and consultants access to the Property from time to time for the purpose of undertaking surveys and engineering, environmental, soils, wetlands and other similar tests, borings, drillings and studies, provided Buyer promptly repairs any damage to the Property caused by such entry and restores the Lands to the condition that existed prior to such entry. Seller shall cooperate with Buyer and enforce provisions of Section 9.6Leases if necessary in order to facilitate entry by Buyer into tenant spaces as reasonably required by Buyer. Buyer shall hold and save Seller harmless from and against any and all loss, cost, damage, injury or expense arising out of or in any way related to the Operating Partnership may make inquiries to third partiesacts or omissions of Buyer, includingits agents, without limitationemployees and consultants, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior relating to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defendentry, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of such obligation shall survive the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term termination of this Agreement, except that Buyer shall not be liable for costs or damages resulting from Buyer's discovery or exacerbation of pre-existing conditions, absent Buyer's negligence. Prior to any such entry, Buyer shall furnish to Seller evidence that Buyer (or its respective contractors entering onto the Property to perform borings, drillings or other intrusive testings) has procured comprehensive liability insurance from an insurer authorized to do business in the Commonwealth of Pennsylvania which is reasonably acceptable to Seller protecting Seller from claims for bodily injury or death in single limit amount of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor Seller as an additional insured partyinsured. Operating Partnership’s obligations under Such insurance shall provide that at least thirty (30) days' notice of termination, cancellation, modification or lapse of coverage shall be given to Seller. The indemnification provision contained in this Section 2.1 5(d) shall survive the termination of this Agreement and/or the closing of title. (e) Buyer will provide Seller with copies of any environmental reports of the Property prepared for a period Buyer. Buyer will keep confidential and not disclose to third parties all environmental reports of twelve the Property prepared for or delivered to Buyer, except for disclosures (12i) monthsto Buyer's consultants, agents, representatives, employees and third parties needing to know such information, provided all such parties agree to maintain the confidentiality of such reports, and (ii) required by law.

Due Diligence. Operating Partnership Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer's representatives and agents shall have the Due Diligence Period in which right to examine enter upon Property at Buyer's expense, and inspect at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer's acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to determine, in its sole discretion, whether the Property is satisfactory at all reasonable times and shall cooperate with Buyer’s efforts to conduct the Operating Partnershipinspections permitted herein. The Operating Partnership Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall who have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages experience with the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test’s ongoing operations. Notwithstanding the foregoing, Operating Partnership Buyer shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, indemnify and hold Contributor Seller harmless from and against any liens and all claims, injuries and damages to persons and/or property arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out or resulting from the exercise of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating PartnershipBuyer’s or Operating Partnership’s Representatives’ entry onto the Propertyinspection rights; provided, however, the Buyer’s indemnity obligations shall not extend to protect Contributor any claims, injuries or damages resulting from or relating to (i) any pre-action of Seller or its agents or representatives or (ii) any existing liabilities for matters merely environmental contamination or other conditions with respect to the Property that may be discovered by Operating Partnership (e.g.Buyer as the result of its investigations. During the Due Diligence Period, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter Buyer may evaluate the Property, the feasibility of the transaction, the availability and continuing throughout cost of financing, and any other matters of concern to Buyer. Buyer shall have the term right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership Buyer acknowledges that Buyer has heretofore conducted substantial due diligence, and Buyer believes it can complete its due diligence in sufficient time to close a sale of the Acquired Assets on or before 5:00 p.m. Eastern Time on April 8, 2005. Seller shall have the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have provide Buyer reasonable access to all the Seller’s books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as the Manufacturing Facility and Administrative Office Space and Seller’s employees. Buyer acknowledges that Buyer will be purchasing the Acquired Assets based solely on Buyer’s own independent investigations and findings after having reviewed information provided by Seller or Seller’s agents. Any information that Seller or any claims asserted by third parties against Contributor (other party may have delivered to Buyer is furnished without any representation or warranty whatsoever, other than those arising out Seller’s warranty that Seller has title to the Acquired Assets. Seller has made no agreement to alter, repair or improve any of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating PartnershipAcquired Assets, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, that Seller may, prior to the indemnity Closing Date, allow the removal of existing equipment for which the equipment leases were rejected prior to the Closing Date; and provided, further, that Buyer shall have the right, at any time prior to the Closing Date to delete any of the Assumed Contracts which it does not extend desire to protect Contributor assume from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g.the list of Acquired Assets, latent environmental contamination) so long with no reduction to the Purchase Price. Subsequent to the Closing, Seller shall have no further liability or obligation with respect to the Acquired Assets or their condition, except as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue expressly set forth in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership (a) Buyer shall have until June 16, 2010 (the “Due Diligence Period in Period”) within which to conduct such due diligence activities, inspections, and studies of the Purchased Assets as it deems necessary or appropriate, and examine and inspect the Property investigate to determineits full satisfaction all facts, in its sole discretioncircumstances, whether the Property is satisfactory and matters relating to the Operating Partnership. The Operating Partnership and other parties designated by it Purchased Assets that Buyer deems necessary or appropriate for purposes of consummating this transaction (collectively, “Operating PartnershipBuyer’s RepresentativesDue Diligence”). (b) Buyer, at Buyer’s sole cost and expense, shall have reasonable access retain such professional consultants as Buyer may deem appropriate to assist Buyer in Buyer’s Due Diligence. Seller, at no cost to itself but without charge to Buyer, shall execute and deliver such authorizations and consents as reasonably may be necessary to Buyer’s conduct of Buyer’s Due Diligence. (c) During the Due Diligence Period, Seller shall make available to Buyer and its agents and representatives, or provide Buyer and its representatives with, copies of any and all books documents such as records, leases, agreements, permits and records for licenses, studies (e.g., environmental, archaeological, appraisal, survey, etc.), contracts and tenant leases and licenses, real property tax records, legal settlement documents, and title-related documents, that relate to the Property that Purchased Assets and are in ContributorSeller’s possession or control for or which are readily available. (d) On or before 5:00 p.m. (Hawaii Standard Time) on the purpose last day of conducting due diligence and shallthe Due Diligence Period, Buyer shall advise Seller, in writing, if Buyer intends to proceed with the transaction or advise Seller if Buyer intends not to proceed with the transaction, subject to the rights Financing Contingency, or advise Seller, in writing, if Buyer intends not to proceed with the transaction. (e) Buyer assumes the sole risk of tenants under Leasesall of Buyer’s costs and expenses of Buyer’s Due Diligence, be able to conduct and complete Seller shall have no liability for any such surveyscosts and expenses. (f) Buyer shall indemnify and hold Seller harmless from and against any and all loss, inspections cost, injury and tests (damage, including reasonable intrusive inspection and sampling)attorney’s fees, as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as of, resulting from, or in any claims asserted by third parties against Contributor way connected with Buyer’s Due Diligence. (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)g) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination Termination of this Agreement shall not relieve any party of liability for a period breach of twelve (12) monthsany provision of this Agreement before such termination.

Due Diligence. Operating Partnership (a) The parties agree that Buyer shall have the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting conduct a due diligence and shall, subject to the rights investigation of tenants under Leases, be able to conduct and complete such surveys, inspections and tests Seller (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipala review of the information, local documents and other government representatives. If any inspection matters identified in the Disclosure Schedule or test damages delivered pursuant to the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term terms of this Agreement, liability insurance of not less than $1,000,000. Prior to entering ) which shall commence promptly following the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination execution of this Agreement and, except as provided in subsection (b) below, shall be completed by Buyer no later than October 10, 1997. If, during the course of such investigation, Buyer obtains any actual knowledge of any fact causing a breach of any of the representations and warranties contained in Article IV hereof, Buyer shall promptly inform Seller thereof in writing. (b) The parties acknowledge that the lenders providing the financing necessary for Buyer to consummate the transactions contemplated by this Agreement will conduct a period due diligence review, including an environmental due diligence review (the "Environmental Due Diligence Review"), of twelve Seller in scope and substance as may reasonably be requested by such lenders and agreed to by Buyer. Buyer agrees that it shall be solely responsible for the costs and expenses related to the such due diligence review, including the Environmental Due Diligence Review. In order to complete such Environmental Due Diligence Review, Buyer will retain an environmental consultant mutually satisfactory to the Buyer and its lenders (12the "Environmental Consultant"), and request that the Environmental Consultant deliver to the Buyer no later than October 10, 1997 (i) monthsa Phase I or limited scope environmental assessment of all Real Property of the Seller, prepared in substance and pursuant to such methods as is requested by the Buyer, and (ii) if such Phase I or limited scope environmental assessment recommends a Phase II environmental assessment, a Phase II environmental assessment that shall include the testing of the soil, surface or subsurface waters, and air quality at, in, on, beneath or about the Real Property, in a manner consistent with good engineering practice. Seller agrees to cooperate with Buyer and the Environmental Consultant in completing the Environmental Due Diligence Review.

Due Diligence. Operating Partnership From and after the date hereof through and including December 23, 2004 (the "Due Diligence Period"), Purchasers, their agents, consultants and employees shall have the Due Diligence Period in which right upon the terms and conditions hereinafter set forth to examine and inspect enter upon the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence making non-invasive inspections at Purchasers’ sole risk, cost and shallexpense. Purchasers covenant that: (i) all physical tests shall be conducted and performed in compliance with all applicable laws, subject ordinances and regulations of all governmental authorities having jurisdiction; (ii) Purchasers shall notify Sellers three (3) business days prior to any physical tests being performed and provide Sellers with a description and/or protocol of the rights of tenants under Leasestest to be performed; (iii) all tests shall be conducted in a safe manner; (iv) all tests shall be conducted by experienced, be able to conduct reputable and complete appropriately licensed parties; and (v) all such surveys, inspections and tests shall be performed by Purchasers, their agents and employees in a manner to minimize interference with any of the tenants under the Leases. Sellers shall permit Purchasers to meet with any tenant that occupies in excess of 19,000 rentable square feet; provided, however, (including reasonable intrusive inspection i) Sellers or Sellers’ agent shall have the right to be present at each tenant meeting, (ii) Purchasers shall only be permitted one meeting with each tenant, (iii) Purchasers shall provide Sellers with not less than two (2) business days prior written notice of any requested meeting and sampling), (iv) Sellers shall coordinate any tenant meetings. Except as may be required by Operating Partnership, subject to the limitations set forth hereinin the preceding sentence, Purchasers shall not have the right to speak to any other tenants under the Leases. In the course The inspections by Purchasers may include non-invasive Phase I environmental inspections of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples but no Phase II environmental inspections or other invasive testing inspections or sampling of soil or materials shall be performed without the prior written consent of ContributorSellers, which consent may be withheld in their respective sole and absolute discretion. If consented to by Contributor Sellers, the proposed scope of work and the party who will perform the work shall be subject to Sellers’ review and approval. All of Purchasers’ entries upon the Property shall be at reasonable times, during normal business hours, and with not less than twenty-four (24) hours prior notice to Sellers or Sellers’ agent, and Sellers or Sellers’ agent shall have the right to accompany Purchasers during any activities performed by Purchasers at the Property. At Sellers’ request, Purchasers shall provide Sellers (at no cost to Sellers) with a copy of the results of any tests and inspections made by Purchasers. Purchasers agree at all times during the entries onto the Property that Purchasers and their contractors will carry comprehensive general liability insurance on an occurrence basis (including contractual liability, contractor’s protective liability, personal injury and property damage coverage) in a combined single limit of at least $2,000,000, with a deductible of no more than $25,000, employer’s liability in the amount of $500,000 (each accident) and the statutory limit with respect to workers’ compensation and provide Sellers with evidence of such insurance coverage prior to any entry onto the Property. Each such policy shall also name Sellers, Lender, LCOR Asset Management Limited Partnership and such other parties designated by Sellers in writing as additional insureds. Purchasers shall repair any and all damage to the Property or to any tenants’ property caused by such inspections or investigations in a timely manner, shall keep the Property free of any mechanic’s or materialman’s liens arising out of any such entry and shall indemnify Sellers from and against any liability arising from Purchasers’ physical inspections and testing. Purchasers further agree that on or before the expiration of the Due Diligence Period should Purchasers desire not to purchase the Property as a result of their review of the Due Diligence Items, or as a result of Purchasers’ dissatisfaction with the Property or for any other reason whatsoever, Purchasers shall have the right to terminate this Agreement upon written notice to Sellers and in such case the parties shall direct the Escrow Holder to return the Deposit to Purchasers and the parties shall be released from any further obligations hereunder (except for those obligations that expressly survive termination of this Agreement). Failure to notify Sellers prior to the expiration of the Due Diligence Period (TIME BEING OF THE ESSENCE AS TO SELLERS’ RECEIPT OF PURCHASER’S NOTICE PRIOR TO THE END OF THE DUE DILIGENCE PERIOD) shall act as Purchasers’ election to waive this right to terminate. In the event that Purchasers have not complied with their obligations to repair any damage to the Property caused by Purchasers’ investigation or inspection, then Sellers shall have the right to direct the Escrow Holder to reduce the amount of the First Deposit to be returned to Purchasers by the amount necessary to repair such damage, as such amount is reasonably estimated by Sellers. Sellers shall provide Purchasers and Escrow Holder with documentation substantiating the repair work necessary to be performed as a result of Purchasers’ inspection or testing. In the event that this Contract is terminated for any reason, Purchasers shall promptly return to Sellers all Due Diligence Items previously furnished by Sellers and, if requested by Sellers, all reports prepared by Purchasers or Purchasers’ consultants at no cost to Sellers. Purchasers shall be permitted to inspect the Property within five (5) business days prior to the Closing Date to confirm that the Property has been maintained in accordance with the requirements of this Agreement; such inspection shall be at reasonable times, during normal business hours and with not less than two (2) business days prior to notice to Sellers or Sellers’ agent, and Sellers or Sellers’ agent shall have the right to accompany Purchasers during any such inspection. Between the expiration of the Due Diligence Period and Closing, Purchasers may request in writing to show the Property to prospective tenants, Sellers approval of same may not be unreasonably withheld, delayed conditioned or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Propertydelayed; provided, however, the indemnity such request by Purchasers shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g.be at reasonable times, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure during normal business hours and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of with not less than $1,000,000. Prior two (2) business days prior notice to entering Sellers or Sellers’ agent, and Sellers or Sellers’ agent shall have the Property, Operating Partnership shall provide right to Contributor a certificate of insurance evidencing accompany Purchasers during any such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsshowing.

Due Diligence. Operating Partnership shall have (a) Purchaser acknowledges that prior to the execution of this Agreement, Seller has delivered (or caused to be delivered) copies of the Due Diligence Period in Materials (other than the plans and specifications for the Improvements, which have been made available for Purchaser’s review at the Hotel). The foregoing documents and materials were delivered or made available to examine Purchaser to accommodate and inspect facilitate Purchaser’s due diligence with respect to the Property to determineand, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), except as may be required by Operating Partnershipset forth in Section 12 below, subject Seller makes no representations or warranties regarding such documents and materials, including the accuracy or thoroughness of the information contained in such documents and materials or the right of Purchaser to rely thereon. Purchaser further acknowledges that Purchaser has conducted (or had the opportunity to conduct, prior to the limitations set forth herein. In execution of this Agreement, all of the course due diligence studies, tests, investigations and inspections of the physical, environmental, economic, financial and legal matters condition of the Property and its investigationsownership, but subject use and operation as Purchaser deemed necessary or appropriate under the circumstances to afford a commitment to acquire the Property pursuant to the provisions terms and conditions of Section 9.6, the Operating Partnership may make inquiries to third partiesthis Agreement, including, without limitation, municipalreview and approval of any of the following matters Purchaser deemed appropriate: studies, local tests, investigations and inspections of the physical and environmental condition of the Real Property and the Personal Property; compliance with all Legal Requirements; the Declaration of Easements, the Service Contracts, the Parking Agreements, the St. Regis Trip Count Agreement, the Chilled Water Agreements, Equipment Leases, Leases, Bookings, Licenses and Permits (including the assignability thereof); economic analyses and forecasts prepared by or on behalf of Purchaser; occupancy rates and market studies; insurance matters; and any and all other matters or materials described in subsection (b) below. Purchaser hereby specifically acknowledges its discretionary approval of all such matters and, except as may be expressly set forth in Sections 4(b), 8, 12(b), 17 or 18, acknowledges the absence of any further condition, express or implied, to Purchaser’s obligation to close the acquisition of the Property in accordance with this Agreement. (b) Subject to the provisions of Section 5(c) below, Purchaser, its agents, employees, representatives and consultants nevertheless shall have the continuing right to review and inspect the physical, engineering, operational, legal, economic and environmental condition of the Property during the term of this Agreement (provided that such right of continuing inspection and review shall not imply any further condition or right of termination based on such inspection and review), including, without limitation: (i) review of the Due Diligence Materials and all other financial and other government representatives. If books and records and computer data relating to the operation of the Business or the ownership of the Property (including, without limitation, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Hotel, sales and marketing information, booking and reservations reports, tenant records and correspondence relating to the Leases, records and correspondence relating to any contractors to the Hotel, and Hotel Employee information) which are in Seller’s Possession or Control; (ii) review of all building plans, specifications and drawings, surveys and warranties for services and materials provided to the Hotel; (iii) review of engineering, environmental and other reports and other documents prepared in connection with the construction, maintenance, repair, management or operation of the Hotel which are in Seller’s Possession or Control; (iv) review of the Hotel’s compliance with all Legal Requirements, including all regulatory and governmental licenses and permits relating to the Hotel; (v) review of the status of all labor contracts and negotiations, including the Union Contracts; and (vi) performance of environmental audits, non-destructive or minimally intrusive structural inspections, tenant interviews, interviews with the owner of the Adjoining Project and any other inspection or test damages review that Purchaser deems necessary or advisable to permit Purchaser, and its prospective lenders, if any, and their respective agents, representatives or consultants, to evaluate the Property. Seller shall have no obligation, however, to provide as part of any Due Diligence Materials provided to Purchaser or to which Purchaser shall be afforded access: (A) any information or software proprietary to Hotel Operator and to which Seller has no right of ownership or review under the Management Agreement; (B) attorney-client communications, attorney work product and property valuation documents; (C) any employee records, guest data or other information as to which any laws or regulations governing privacy would restrict such disclosure; or (D) Seller’s internal memoranda, financial projections, budgets (except as prepared by Hotel Operator for Seller under the Management Agreement), appraisals, accounting and tax filings and records (except as prepared by Hotel Operator for Owner under the Management Agreement) and similar proprietary or confidential information. Seller hereby authorizes Purchaser to provide copies of any Due Diligence Materials reviewed by Purchaser to such prospective lenders and their agents, employees, representatives or consultants directly involved with the purchase of the Property, Operating Partnership will promptly restore, at its sole expense, provided that Purchaser is not authorized to furnish any of the Property Due Diligence Materials to its condition immediately any other Person prior to the Closing without Seller’s prior written consent. Seller shall have no obligation or responsibility to provide any Due Diligence Materials directly to any such Persons. If this Agreement is terminated for any reason whatsoever, Purchaser promptly shall return to Seller all of the Due Diligence Materials in the possession of Purchaser or any of its agents, employees, consultants or its prospective lenders or equity investors. This Section 5(a) shall survive the termination of this Agreement. (c) Purchaser’s exercise of the continuing rights of review and inspection set forth in Section 5(b) shall be subject to the following limitations: (A) any entry onto the Real Property by Purchaser, its agents, employees, representatives or test. Notwithstanding consultants shall be during normal business hours, following reasonable prior notice to Seller and subject to reasonable coordination with the foregoing, Operating Partnership Hotel Operator; (B) Purchaser shall not conduct any soil boringsdrilling, core samples test borings or other invasive testing disturbance of the Real Property without the Seller’s prior written consent to the scope of Contributorwork, which the proposed contractor (as to whom the consent by Contributor will shall not be unreasonably withheldwithheld or delayed) and the schedule for performance; (C) any discussions or interviews with Hotel Operator, delayed any tenant or conditioned and which either of their respective personnel, at Seller’s election, shall be deemed given conducted in the presence of Seller or its representatives; (D) any discussions or interviews with Hotel Operator or any other employees at the Real Property shall be limited to (i) senior employees designated by Contributor unless Seller and (ii) interviews with Hotel Employees not employed under the Contributor provides Union Contracts regarding continued employment following the Closing Date (which discussions or interviews shall be coordinated through Seller and, at Seller’s election, shall include a representative of Seller); (E) Purchaser shall exercise reasonable diligence not to disturb the use or occupancy or the conduct of business at the Real Property; (F) Purchaser shall obtain and furnish to Seller a certificate of insurance showing that Purchaser has obtained a policy of commercial liability insurance (occurrence basis) with a combined single limit coverage of at least Two Million Dollars ($2,000,000) naming Purchaser as an insured and Seller, Hotel Operator as additional insureds, issued by a responsible insurer with an A.M. Best’s Key Rating of at least AX approved by Seller (which consent shall not be unreasonably withheld or delayed) and licensed and admitted in California to conduct business in California (such insurance policy shall expressly provide that such insurance may not be canceled or reduced in scope or coverage without at least thirty (30) days’ prior written notice of objection to Operating Partnership, specifying Seller); (G) Purchaser shall repair any damage to the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall Property arising from these inspections and indemnify, defend, defend and hold Contributor Seller and any employees, agents or representatives harmless from any liens and against all Losses resulting solely from these inspections (provided, however, Purchaser shall have no such indemnification obligation with respect to Losses arising out of its inspections as well as any claims asserted by third parties against Contributor from (other than those arising out of x) the gross negligence or willful misconduct of Contributor Seller or (y) the mere discovery of an pre-existing condition of the Property); and (H) Purchaser’s obligations imposed by this Section 5(c) shall survive termination of this Agreement. Notwithstanding anything in this Section or in Section 20(q) to the contrary, Purchaser shall have the right to communicate with any (y) Governmental Authority or any official, employee, agent or representative thereof, with respect to the subject matter of such Governmental Authority’s authority over the Property or the operation of the Hotel, provided that the results of any physical or environmental inspections, studies or tests performed by Purchaser in connection with its inspection of the Property shall be subject to disclosure solely with Seller’s consent (which consent shall not be unreasonably withheld or delayed), and (z) any Person who prepared any Due Diligence Materials with respect to the subject matter thereof, provided that any such communications with such Persons other than the Title Company, the preparer of the Survey and any Person who prepared any environmental, geotechnical, engineering or other reports with respect to the physical condition of the Property shall be subject to Seller’s consent (which consent shall not be unreasonably withheld or delayed) and, at Seller’s election, any such communications shall be conducted in the presence of Seller or its representatives. (d) Purchaser specifically acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Property as contemplated above and (ii) that Purchaser is not relying upon any representations and warranties, other than those specifically set forth in Section 12 below, made by Seller or anyone acting or claiming to act on Seller’s behalf. Subject to the express representations and warranties set forth in Section 12 and in any document executed by Seller in connection with the transaction contemplated hereby, Purchaser further acknowledges that it has not received from Seller any accounting, tax, legal, development planning, architectural, engineering, management or other advice with respect to this transaction and is relying solely upon the advice of its Affiliates own advisors. Subject to Section 12 and any other express provisions of this Agreement, Purchaser shall purchase the Property in an “as is, where is and with all faults” condition on the Closing Date and assumes the risk that adverse physical, environmental, governmental, economic or legal conditions may not have been revealed by its investigation. Except with respect to any claims arising out of any breach of express covenants, indemnifications, representations or warranties under this Agreement, to the extent that they survive the Closing or (as to any covenants or indemnifications) are expressly set forth under any document executed by Seller in connection with the transaction contemplated by this Agreement, Purchaser, for itself and its agents, Affiliates, directors, officers, members, partners, shareholders, successors and assigns, hereby waives, releases and forever discharges Seller and the Seller Indemnitees from any and all Losses which Purchaser has or may have in the future, arising out of the physical, environmental, governmental, economic or legal condition of the Property, including, without limitation, any rights, claims or demands for indemnification, contribution or recovery arising under any federal, state or local statute, rule or ordinance relating to liability of property owners for environmental matters. Without limiting the generality of the foregoing, Purchaser acknowledges that Seller expressly disclaims and negates, as to Personal Property and fixtures and all of the other than Operating PartnershipProperty: (A) any implied or express warranty of merchantability; (B) any implied or express warranty of fitness for a particular purpose; (C) any implied or express warranty of conformity to models or samples of materials; and (D) any implied or express warranty with respect to the condition of the Property, its Subsidiaries compliance with any Legal Requirements, the past or projected financial condition, performance, and its Advisor)operating results of the Hotel (including income or expenses thereof or occupancy rates therefor) or the uses permitted on, the development requirements for, or any other matter or thing relating to recover the Property or any portion thereof, except, in each instance, as otherwise expressly set forth in this Agreement and in any document executed by Seller in connection with the transaction contemplated hereby. Notwithstanding the foregoing, Seller’s acknowledges and agrees that the release set forth herein shall not apply to third party claims for personal injury or property damage as made by a result Person (other than Purchaser, its agents, employees, representatives and consultants, any successors or assigns of Operating Partnership’s Purchaser or Operating Partnership’s Representatives’ entry onto any Affiliate of any such party) if and to the Property; providedextent based on an event or circumstance that occurred at the Property prior to the Closing Date, howeverregardless of whether such claim was made before or after the Closing Date, including, without limitation, any litigation set forth in Exhibit H, provided that the foregoing exclusion from the effect of the release shall not express or imply any affirmative indemnity or other obligations of Seller with respect to such matters. Purchaser acknowledges that, to the extent required to be operative, the indemnity shall disclaimers of warranties contained in this Section are “conspicuous” disclaimers for purposes of any applicable Legal Requirement. For the foregoing purposes (without waiving the benefit of any express covenants, representations or warranties set forth in this Agreement), Purchaser hereby specifically waives the provisions of any law of any jurisdiction the import of which is as follows: A general release does not extend to protect Contributor from any pre-existing liabilities for matters merely discovered claims which the creditor does not know or suspect to exist in the creditor’s favor at the time of executing the release, which if known by Operating Partnership (e.g., latent environmental contaminationthe creditor must have materially affected a settlement with the debtor. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Section 5(c) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from discussed its import with legal counsel and after that the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term provisions of this Section 5(c) are a material part of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.Purchaser

Due Diligence. Operating Partnership shall Buyer will have until the Due Diligence Period in which expiration of the tenth day (The "Review Period") after delivery of each of following items, to examine be supplied by Seller, to conduct all of its inspections and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shallsatisfy itself regarding each item, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the term Buyer Initial: /s/ JS /s/ JS /s/ ES /s/ WS Purchase Agreement for: Children's World - Moreno Valley, CA Entire Property or persons caused if Buyer or its agents arising out of this Agreement, liability such physical inspections of the Entire Property. (a) The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see paragraph 8 below). (b) Copies of not less than $1,000,000. Prior a Certificate of Occupancy or other such document as of the date reflected thereon as may be in Seller's possession certifying completion and granting permission to entering permanently occupy the improvements on the Entire Property. (c) Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property. (d) Lease of the Property showing occupancy date, Operating Partnership shall provide lease expiration date, rent, and security deposit, if any, and Guarantys, if any, accompanied by such tenant financial statements as provided to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive Seller by the termination Tenant and/or Guarantors. (e) Within thirty (30) days after execution of this Agreement by both parties, Buyer shall have the right to inspect and obtain further investigations of the Property (the "Inspection Period"). Buyer shall indemnify and hold Seller harmless for any loss or damage caused by Buyer or its agents in connection with the inspection. Buyer acknowledges that the information provided and to be provided by Seller with respect to the Property and to the Tenant and Guarantors of Lease was obtained from a period variety of twelve sources and Seller neither (12a) monthshas made independent investigation or verification of such information, or (b) makes any representations as to the accuracy or completeness of such information. Seller is not aware that such information is inaccurate or misleading. At closing, Seller shall provide Buyer with an affidavit under penalty of perjury, that Seller is not a "foreign person". Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by personal delivery to Seller and escrow holder before the expiration of the Review Period or Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to have canceled this Agreement and Buyer Initial: /s/ JS /s/ JS /s/ ES /s/ WS Purchase Agreement for: Children's World - Moreno Valley, CA relinquish all rights in and to the Property. If this Agreement is not canceled and the Second Payment is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Operating Partnership shall have the 2.6.1 The “Due Diligence Period in which Period” will commence on the Effective Date and will expire on the date that is thirty (30) days after the Effective Date. To the extent within the possession or reasonable control of Seller, its Subsidiaries or Resort Manager, Seller shall make available to examine Purchaser for Purchaser’s review and inspect due diligence documentation, agreements, reports and other items relating to the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as Purchaser may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third partiesreasonably request, including, without limitation, municipalthose items more fully set forth on Exhibit “F” attached hereto. Purchaser and its representatives, local lender(s), consultants and other government representatives. If any inspection or test damages agents shall have the Property, Operating Partnership will promptly restoreright, at its sole expensereasonable times and on reasonable prior notice to Seller, to enter upon the Property to its condition immediately prior conduct such inspections, investigations, tests and studies as Purchaser shall deem necessary (including, without limitation, environmental site assessments, engineering tests and studies, physical examinations, feasibility studies and other due diligence investigations of the Property), provided that, Seller shall have the right to be present during such assessments and investigations and any such inspection testing and/or investigations shall be performed in a manner that does not unreasonably interfere with or test. Notwithstanding impair the foregoingoperations at the Resort (including the use thereof by Seller’s tenants, Operating Partnership guests and their respective invitees) and no intrusive drilling or testing shall not conduct any soil borings, core samples or other invasive testing be performed without the Seller’s prior written consent of Contributor, which consent by Contributor will approval (such approval not to be unreasonably withheld, delayed conditioned or conditioned delayed). Prior to conducting any on-site inspection of the Property, other than mere visual examination, Purchaser or its representatives, lender(s), consultants and/or agents, as applicable, shall obtain and during the period of such inspection or testing shall maintain, at such party’s expense, commercial general liability insurance, including a contractual liability endorsement, and personal injury liability coverage, which shall be deemed given by Contributor unless the Contributor provides written notice insurance policies must have limits for bodily injury and death of objection to Operating Partnership, specifying the basis not less than One Million Dollars ($1,000,000) for such objection, within three any one occurrence and not less than One Million Dollars (3$1,000,000) days after submission by Operating Partnership of a written request for such testingproperty damage liability for any one occurrence. Operating Partnership Purchaser shall indemnify, defenddefend and hold harmless Seller and its respective affiliates, subsidiaries, officers, directors, members, shareholders, and hold Contributor harmless agents from any Claims arising from or related to Purchaser’s or its tenants, guests, invitees, agents or contractors entry upon the Property for any inspections, investigations, tests and studies, for any personal injury or property damage suffered or incurred by or claimed due to such inspections, investigations, tests and studies or for any liens that attach to the Property arising out of the inspections whether prior to or after the Effective Date except (i) for the discovery of existing conditions at the Property so long as following such discovery Purchaser does not exacerbate such conditions through its inspections as well as any claims asserted actions; and (ii) to the extent caused by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor Seller or the Resort Manager, or any of their respective agents, employees or contractors. After any such entry, Purchaser shall promptly restore the Property to its Affiliates prior condition, if its condition was changed by such entry. This Section 2.6.1 shall survive the Closing and any termination of this Agreement. 2.6.2 Purchaser acknowledges that certain information regarding the Resort and/or the Property that has been or will be made available by Seller and/or Resort Manager to Purchaser is proprietary and confidential in nature and has been provided to Purchaser solely to assist Purchaser in determining the desirability of purchasing the Property (the “Confidential Diligence Information”). Subject only to the provisions of Section 9.16, Purchaser agrees not to disclose the contents of the Confidential Diligence Information or any of the provisions, terms or conditions contained therein to any party outside of Purchaser’s organization other than Operating Partnershipits attorneys, its Subsidiaries and its Advisorpartners, agents, accountants, engineers, consultants, lenders franchisor, hotel manager, or investors (collectively, for purposes of this Section 2.6.2, the “Permitted Outside Parties”)) to recover for personal injury . The Confidential Diligence Information shall not include information that is publicly available (or property damage becomes publicly available except as a result of Operating Partnership’s disclosure by Purchaser or Operating Partnership’s Representatives’ entry onto any of the Property; provided, however, Permitted Outside Parties) or any information that is required by law or court order to be disclosed. Purchaser agrees not to divulge the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue contents of the Confidential Diligence Information except in force from and after strict accordance with the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under confidentiality standards set forth in this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.2.6.2

Due Diligence. Operating Partnership (a) Within three (3) business days after the Effective Date, Seller shall deliver to Purchaser the information and documents in its possession or control listed on Exhibit “D” attached hereto (the "Due Diligence Materials"). Except as otherwise set forth herein, Seller, however, shall have no liability with regard to such Due Diligence Materials and shall not be required to update the Due Diligence Materials or provide any such Due Diligence Materials that is not in Seller’s possession or control. Except as otherwise set forth herein, further, Seller makes no representation or warranty regarding the accuracy of the information contained in the Due Diligence Materials and Seller shall have no obligation or liability with respect to any of the Due Diligence Materials. Any costs associated with the Due Diligence Materials beyond the first copy provided to Purchaser will be at Purchaser’s expense. Purchaser acknowledges and agrees that all materials, data and information delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser, except as otherwise expressly stated herein. (b) Purchaser shall have the Due Diligence Period in which to examine and inspect privilege, during the existence of this Agreement, of going upon the Property to determineinspect, examine, survey and make engineering, environmental, or landscaping tests or such other studies or surveys which it may deem necessary in its sole discretiondiscretion regarding the Property. Purchaser hereby indemnifies and agrees to hold Seller harmless from and against any and all liens, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership liabilities, claims, actions, damages, costs, and other parties designated by it expenses (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipalreasonable attorneys’ fees, local and court costs) and against any and all claims for death or injury to persons or damage to properties arising out of or as a result of Purchaser’s or its agents or contractors or other government representatives. If representatives or their employees going upon the Property pursuant to the provisions of this Paragraph or otherwise; provided, however, Purchaser shall have no obligation to indemnify Seller from or against any inspection of the foregoing to the extent arising from or test damages in connection with the mere discovery by Purchaser or its agents or contractors of a pre-existing condition on the Property, Operating Partnership will . This obligation to indemnify and hold Seller harmless shall survive the Closing and any termination of this Agreement. Purchaser shall promptly restore, at its sole expense, restore the Property to its condition immediately prior on the date hereof to the extent practicable after all such tests or surveys, with Purchaser’s obligation so to restore to survive any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent termination of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Propertythis Agreement; provided, however, Purchaser shall have no obligation to repair or restore the indemnity shall not extend to protect Contributor Property caused by damages arising from any or in connection with the mere discovery by Purchaser or its agents or contractors of a pre-existing liabilities for matters merely discovered by Operating Partnership (e.g.condition on the Property. Purchaser agrees that, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter prior to undertaking any physical inspections of the Property, Purchaser or Purchaser’s agents will obtain not less than Two Million ($2,000,000.00) Dollars commercial general liability insurance with a contractual liability endorsement which insures Purchaser’s indemnity obligations hereunder and continuing throughout which names Seller and Seller’s property manager at the term Property, as insureds thereunder (a copy of which policy shall be provided by Purchaser to Seller prior to undertaking any inspections under this Section). Purchaser agrees to provide to Seller, as and when the same are prepared and provided to Purchaser, copies of all environmental, structural, engineering and other reports or studies prepared by outside consultants (other than such reports prepared by legal counsel that are subject to an attorney-client privilege) undertaking inspections of the Property, or any portion or component thereof or condition affecting the same, for or on behalf of Purchaser, provided, Purchaser makes no representation or warranty regarding any such reports or studies. (c) In the event Purchaser is not satisfied with the results of the foregoing inspection and examination on or before the date which is thirty (30) days from the Effective Date (said period hereinafter referred to as the “Inspection Period”), Purchaser may notify Seller that it elects to terminate this Agreement, liability insurance of for any or no reason, at which time the Xxxxxxx Money less $100.00 shall be delivered to Purchaser without any further action, consent, or release by Seller and thereafter neither party shall have any further rights or obligations hereunder, except for the rights and obligations which survive such termination as specifically set forth herein. (d) In the event that Purchaser has not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of terminated this Agreement on or before the expiration of the Inspection Period, then the Xxxxxxx Money shall become non-refundable to Purchaser subject to the satisfaction of each condition precedent herein and as may be provided otherwise in this Agreement. The Xxxxxxx Money shall at all times be applicable to the Purchase Price at Closing. (e) Purchaser shall have the right to extend the Inspection Period for a one (1) additional period of twelve fifteen (1215) monthsdays by providing written notice to Seller on or prior to the expiration of the Inspection Period of Purchaser’s intent to so extend the Inspection Period (the “Inspection Period Extension Notice”). Simultaneously with the Inspection Period Extension Notice, Purchaser shall deposit with Escrow Agent the sum of Twenty Five Thousand and No/100 Dollars ($25,000.00) (the “Extension Deposit”), which Extension Deposit shall be non-refundable to Purchaser (except in the event of a default by Seller hereunder) but applicable to the Purchase Price at Closing.

Due Diligence. Operating Partnership Buyer shall have a period of time beginning on the first day following the Opening of Escrow and expiring one hundred twenty (120) days thereafter (the “Due Diligence Period”) to conduct inspections and investigations on all the Property (Phase 1 and Phase 2) to satisfy Buyer with respect to the physical condition of the Property, surveying, financing, appraised value, the condition of title to the Property and as to the feasibility and suitability of the Property for Buyer’s intended purpose. During the Due Diligence Period in which Period, Buyer, at Buyer’s expense, shall (i) conduct all desired physical, environmental, and other types of inspections and investigations to examine determine the value and inspect condition of the Property; (ii) make inquiries and consult government agencies, lenders, insurance agents, architects, and other appropriate persons and entities concerning the feasibility and suitability of the Property and the surrounding area for the Buyer’s intended purpose; (iii) investigate applicable building, zoning, fire, health, and safety codes. If a sewer connection, or the availability of a sewer connection, and or the availability of other utilities to determinethe property are a material matter to Buyer, in its sole discretionit must be investigated during the Due Diligence Period. If roadways, whether cost and responsibility for the road maintenance, improvements or access is a material matter to Buyer, it must be investigated during the Due Diligence Period. Buyer shall keep the Property is satisfactory free and clear of liens, shall indemnify and hold Seller harmless from all liability, claim, demands, damages, and costs, and shall repair all damages arising from the inspections. Unless Buyer gives written notice to Seller and Escrow Agent of Buyer’s election to terminate this Agreement prior to the Operating Partnership. The Operating Partnership expiration of the Due Diligence Period, Buyer will be deemed to be satisfied with Buyer’s investigations and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall to have reasonable access elected to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject proceed to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representativesClosing for Phase 1. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides Buyer delivers written notice of objection termination to Operating Partnership, specifying Seller and Escrow Agent prior to the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out expiration of the gross negligence or willful misconduct of Contributor or Due Diligence Period, Escrow Agent shall return the Xxxxxxx Money and the Phase 2 Deposit to Buyer and thereafter neither party shall have any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsfurther obligation hereunder.

Due Diligence. Operating Partnership (1) Commencing on the Effective Date, Buyer and its engineers, architects, and other agents shall have a period of forty-five (45) days (the “Due Diligence Period”) within which to undertake such physical inspections and other investigations of, and inquiries concerning, the Property as may be necessary in order for Buyer to evaluate the physical characteristics of the Property, including environmental conditions, as well as such other matters as may be deemed by Buyer to be reasonably necessary to generally evaluate the Property and determine the feasibility and advisability of Buyer’s purchase of the Property for Buyer’s intended use. In the event Buyer determines in its reasonable discretion, that the Property is not suitable for Buyer's intended use, Buyer may by notice given to Seller prior to expiration of the Due Diligence Period, terminate this Contract. In the event that during the existing Due Diligence Period Buyer reasonably concludes (i) that the Property is not in compliance with applicable federal, state and local environmental laws (“Environmental Laws”), or (ii) that hazardous substances or toxic materials regulated by Environmental Law exist on the Property in quantities that violate applicable laws governing such materials or substances (each of the foregoing, an “Environmental Condition”), then in either event the Buyer shall have the right to extend the Due Diligence Period in for an additional thirty (30) days (the “Extended Diligence Period”) for the sole purpose of assessing the cost to remediate or otherwise resolve the Environmental Condition(s), which right shall be exercisable by written notice to examine and inspect Seller on or before the Property expiration of the existing Due Diligence Period, together with reasonable evidence of such Environmental Condition. Should Buyer deliver to determineSeller, in its sole discretion, whether the Property is satisfactory prior to the Operating Partnershipexpiration of the Extended Diligence Period, reasonable evidence that the cost to remediate or otherwise resolve the Environmental Condition(s) will exceed $100,000.00, together with a written notice of termination, this Contract shall terminate, whereupon the Deposit shall be refunded to Buyer. The Operating Partnership and other parties designated by it (collectivelyShould, “Operating Partnership’s Representatives”) shall have reasonable access however, Buyer deliver to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shallSeller, subject prior to the rights expiration of tenants under Leasesthe Extended Diligence Period, reasonable evidence that the cost to remediate or otherwise resolve the Environmental Condition(s) will be able $100,000 or less, together with a written notice of termination, the Buyer has the right to conduct terminate the Contract and complete such surveys, the Deposit shall be forfeited to Seller. (2) For purposes of undertaking physical inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course investigations of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restoreincluding but not limited to the Survey, at Environmental Phase I, Environmental Phase II, soil studies, asbestos studies, topographical survey, zoning review, water, sewer availability and capacity, ingress/egress, preliminary planning review, covenants and restrictions, coverage ratio, and construction time, Seller hereby grants to Buyer and its sole expense, agents full right of entry upon the Property to its condition immediately prior to and any such inspection or testpart thereof during the Due Diligence Period and, as long as this Contract has not been terminated, thereafter until Closing. Notwithstanding the foregoing, Operating Partnership Buyer shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within give Seller at least three (3) days after submission by Operating Partnership notice prior to conducting an Environmental Phase II inspection of the Real Property, shall allow Seller, or any agent thereof, to be present during such inspection, and shall provide Seller with a written request for copy of any report generated in connection with such testinginspection. Operating Partnership Buyer, as a condition to its exercise of such right of entry, shall indemnify, defend, indemnify and save and hold Contributor Seller harmless from any liens arising out as the result of its inspections as well as any all claims asserted by third parties against Contributor (other than those and judgments arising out of the gross negligence same incident or willful misconduct occurrence for any claim or judgment or portions thereof, as well as from and against any and all loss, damage, liability, suit, claim, cost or expense (including reasonable attorneys’ fees and costs and reasonable attorneys’ fees and costs to enforce this indemnification) arising from the exercise by Buyer or its engineers, architects, consultants or agents of Contributor Buyer’s rights under this Paragraph 8. The foregoing indemnity shall survive Closing or any earlier termination of this Contract. (3) Buyer shall utilize its Affiliates own consultants, engineers and all other related professionals (other than Operating Partnershipeach of the foregoing, its Subsidiaries and its Advisor)“Consultants”) to recover for personal injury make its own investigation and determination as to the accuracy or property damage as a result acceptability of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto any and all matters regarding the Property; provided, however, Property and the indemnity documents. Buyer shall not extend maintain and cause its Consultants to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership maintain (e.g., latent environmental contaminationa) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure casualty insurance and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, comprehensive public liability insurance with coverages of not less than $1,000,0001,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state in which the Property is located. Prior Buyer shall deliver proof of the insurance coverage required pursuant to entering this sub-section to Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Buyer’s or Buyer’s Consultants’ entry onto the Real Property, or (ii) the expiration of 5 days after the Effective Date. (4) If Buyer has not terminated this Contract in writing received by Seller on or prior to expiration of the Due Diligence Period, the Deposit shall be completely non-refundable (regardless of whether Buyer proceeds to Closing) and shall be deemed fully earned by Seller, except in the event of Seller default. If Buyer terminates this Contract in writing received by Seller on or prior to expiration of the Due Diligence Period, this Contract shall terminate and except as otherwise provided herein, neither party shall have any further liability or obligation hereunder. (5) If Buyer elects, prior to expiration of the Due Diligence Period, not to proceed hereunder: (i) Buyer shall deliver to Seller (at no cost to Seller) copies of all reports, studies and surveys prepared by or for Buyer with respect to the Property, Operating Partnership and (ii) to the extent that (a) the Survey reveals an encroachment that Seller elects not to cure, (b) the Title Commitment reveals an encumbrance other than a Permitted Exception that Seller elects not to cure, or (c) Buyer delivers reasonable evidence of the existence of an Environmental Condition whose remediation or resolution will cost more than $100,000.00 (as described in Section 8B(1) above), then in any of the foregoing events, Buyer shall provide to Contributor a certificate receive back the Deposit and except as provided otherwise, this Contract and all rights and obligations of insurance evidencing such coverage the parties hereunder shall thereupon cease, terminate and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsbe null and void.

Due Diligence. Operating Partnership shall have Seller acknowledges that the Due Diligence Period in which Buyer intends to examine conduct an investigation of the Company, the Property, the Owner LLCs’ Property, the TZO Loan, the TTF Loan, the ESDI Loan, the 1201 MetLife Loan, the 1225 MetLife Loan, and inspect all of the Property to determinebooks and records of the Company and the LLCs. Commencing on the date hereof, in its sole discretionBuyer, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and Buyer’s employees, agents, consultants, advisors, attorneys, accountants, engineers and other parties designated by it representatives (collectively, “Operating PartnershipBuyer’s Representatives”) shall have the right to perform and conduct such examinations and investigations thereof as Buyer may desire, which may include, without limitation, examination of all structural and mechanical aspects of the Property, review of documentation, income and expenses, all Leases and tenant files, records of repairs and capital improvements (excluding only any materials which are not required or desirable for the operation, management or ownership of the Property, Company, or any of the LLCs including without limitation any reporting requirements and which are of a proprietary nature, (such as internal valuation analysis, projections, and other materials constituting the legally privileged and confidential work product of Seller but not if the same relate to related liabilities and obligations being assumed or intended to be assumed by Buyer or which Buyer is otherwise subject), examination of the title to the Property, conducting environmental tests to determine the presence or absence of hazardous waste or materials, asbestos, lead paint, indoor air quality, radon and other similar materials and substances at, in on, under or from the Property, and other environmental conditions at the Property, preparing and reviewing a current as-built survey thereof, and determining the compliance of the Property with all applicable laws, rules, codes and regulations. In connection with such examination, Seller shall deliver and make available (at reasonable access to times and places) for Buyer’s review all of the books and records for of the Company, the LLCs and Owner LLC and the MetLife Loans, the Other First Loan and including without limitation the other items set forth on Schedule 1 attached hereto to the extent not heretofore delivered. If the expiration of the Due Diligence Period shall fall on Saturday, Sunday or holiday, the Due Diligence Period shall automatically be extended to the next business day. Notwithstanding anything herein to the contrary, nothing herein shall authorize Buyer, nor shall Buyer be permitted to conduct, any subsurface or groundwater environmental testing or other environmental samplings relating to the Property that are in Contributorwithout Seller’s possession or control for the purpose of conducting due diligence and shallprior written consent, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as which consent may be required withheld or denied in Seller’s sole discretion; provided that lead, radon, indoor air quality and asbestos sampling shall be permitted without Seller’s prior consent and provided further that if Seller unreasonably withholds or denies consent for Phase II testing, then Buyer shall be entitled to terminate the Contract, by Operating Partnershipwritten notice to Seller, subject whereupon the Deposit shall be returned to the limitations set forth herein. In the course of Buyer, and Seller shall reimburse Buyer for its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third partiestransaction costs and expenses, including, without limitation, municipalall attorneys’ fees, local costs and other government representatives. If any inspection or test damages expenses up to the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent amount of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend$150,000, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (neither party shall thereafter have further rights or remedies hereunder, other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) expressly stated to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthstermination.

Due Diligence. Operating Partnership Buyer shall have a period of thirty (30) days (the Due Diligence Period in which “Inspection Period”) following the Effective Date of this Agreement to examine and inspect the Property to determinemake, in its sole discretionsecure or review such physical, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership zoning, geotechnical, wetlands/environmental, civil engineering, governmental enactments, availability of utilities (including water, sewer, gas, electricity and/or storm water drainage), marketing and other parties designated by it investigations, tests and studies including, but not limited to, appraisal, survey, engineering, leases, zoning, title, subdivision, availability of insurance and financial statements, to determine if Buyer desires to purchase the Property. During the Inspection Period (collectivelyi) Seller shall make available to Buyer all existing reports, “Operating Partnership’s Representatives”) shall have reasonable access to all books statements, test results, studies and records for the Property that are other items and documents in ContributorSeller’s possession or control with respect to such matters; and (ii) Buyer and its contractors, employees and agents shall have the right to enter upon the Property and make tests, studies and investigations while thereon, with reasonable advance notice to Seller and, if required by Seller, accompanied by a representative of Seller, for the purpose of conducting due diligence inspecting and shalltesting the Property. Buyer, subject in the exercise of such right of entry, shall use all reasonable efforts not to damage the Property or to interfere unreasonably with Seller’s operation there. Buyer shall indemnify and hold Seller harmless for and from all costs, claims, damages or liability of any kind resulting from all acts or omissions of Buyer, its contractors, employees or agents arising out of or relating to the rights exercise of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations right of entry set forth hereinin this Section. In the course of its investigations, but subject to the The provisions of this Section 9.6shall survive for one (1) year the expiration or termination of this Agreement or Closing. Before the end of the Inspection Period, in the Operating Partnership may make inquiries to third partiesevent Buyer, includingin Buyer’s sole discretion, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, determines that the Property is not suitable for the Proposed Use, then Buyer shall have the option of either (i) waiving the condition and all conditions precedent and closing “As Is” without reduction in the Purchase Price, or (ii) cancelling this Agreement by written notice to its condition immediately prior Seller delivered as other notices under this Agreement before the expiration of the Inspection Period stating that Buyer is cancelling this transaction pursuant to any such inspection or testthis section and setting forth specifically and in detail Buyer’s good faith grounds for cancelling, in which event Escrow Agent shall deliver the deposits paid under Section 4 to Seller, whereupon both parties shall be released from all further obligations under this Agreement. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnershipcondition to Buyer’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term cancellation of this Agreement, liability insurance Buyer shall promptly, upon Seller’s written request, deliver to Seller, at no cost to Seller, (i) all originals or copies of not less than $1,000,000. Prior documents relating to entering investigations, tests, studies and other materials obtained by Buyer from Seller with respect to the Property, Operating Partnership shall provide Property and (ii) those documents evidencing studies or assessments whose results formed the basis for Buyer’s decision to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations exercise its rights under this Section 2.1 Section, as applicable, together with all other due diligence documents and materials provided to Buyer by Seller. Buyer shall survive not retain copies of any documents provided to it by Seller during due diligence except those required by law or Buyer’s document retention or similar corporate policies. In the termination of event that Buyer does not exercise its right to cancel this Agreement under this section as set forth in the preceding paragraph, then Seller shall be irrevocably entitled to retain Buyer’s deposits and the same shall become non-refundable, except in the event of Seller default or as may be otherwise set forth herein. The parties may, by written agreement, provide for a period extensions of twelve (12) monthsthe Inspection Period and, to the extent any deadline as extended conflicts with the Closing deadline set forth in Section 11, such extensions shall control.

Due Diligence. Operating Partnership shall Buyer, or its designees, will have a period of forty-five (45) days after Seller's execution of this Agreement (the "Due Diligence Period in which Period"), to examine and inspect enter the Property to determinemake inspections, in its sole discretionengineering tests, whether surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of the Property. All entry upon the Property is satisfactory and any and all contact with on site employees of Seller by Buyer shall be upon prior notice to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restoreSeller and, at its sole expenseSeller's option, accompanied by an agent of Seller. Requests for entry upon the Property property or to its condition immediately prior to contact any such inspection employees of Seller shall be initiated only through James Duberstein or testJoseph M. Jayxxx xxx xxxxx xx conxxxxxx xx xxxxxx conformance with the restrictions in this Agreement and specifically this Section 3 and Section 8(d). Notwithstanding the foregoing, Operating Partnership shall not conduct any soil boringsBuyer agrees to complete its own Lease review, core samples physical inspection, and financial analysis within the first fifteen (15) days of Buyer's Due Diligence. Buyer agrees to notify Seller as to whether its preliminary review of the above is satisfactory within said 15 days. In addition, Buyer agrees to order of all its third party reports including environmental, engineering, or other invasive testing physical reports within said first fifteen (15) days of Buyer's Due Diligence. If the Closing of the Property does not occur, Buyer shall restore the Property to the same condition as prior to any entry by Buyer. All due diligence materials previously submitted to Buyer must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or the current fee owner or its affiliates for a period of two (2) years after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without the prior Seller's written consent prior to closing. Buyer will make no contact with any of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned Seller's employees without Seller's express written consent; except for contacts with Seller's employees allowed under Section 8(d) and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis except for such objection, contacts within three (3) days after submission of closing in connection with takeover and closing arrangements. All third party reports desired by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defendBuyer will be ordered by Buyer at Buyer's expense, and hold Contributor harmless from any liens arising out Buyer agrees that it will supply copies to Seller of its inspections each and every report upon receipt. (i) During the Due Diligence Period, Buyer may inspect the Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide or make available at designated locations, those operational and information items which relate to the Property as well follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Expense Statements for the last two (2) calendar years 3. Expense Statement for the current calendar year to date (as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct end of Contributor or any the month previous to execution) 4. Copy of its Affiliates (other than Operating Partnership, its Subsidiaries current ad valorem tax bills and its Advisor)) to recover a condensed list of utility bills for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, howeverfor the last full calendar year if in Seller's possession 5. As-built survey, the indemnity shall not extend to protect Contributor from any preif in Seller's possession 6. Copies of all third-existing liabilities for matters merely discovered by Operating Partnership party contracts (e.g., latent environmental contaminationtermite, landscape, pool maintenance, etc.) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and effect or which will be in effect at or after the date Operating Partnership closing date 7. Copy of the latest insurance declaration covering the Property (the same may be within a master policy) 8. Make available originals or copies of the first and Operating Partnership’s Representatives first enter last page of all tenant leases for the Property in connection with each apartment unit. 9. A list of all equipment leases and/or any financing documents for personal property, equipment, etc., affecting the apartment complex 10. A copy of the closing documents for the current mortgage to be assumed. All of the foregoing will either be at the Property location or submitted to Buyer by Seller within two (2) days after execution of this Agreement by both parties. (ii) During the Due Diligence Period, Buyer will conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and continuing throughout other government permits and regulations and all other matters and documents relating to the term operation of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership including the items supplied by Seller under Section 3(a) hereof. (iii) Buyer may decide in its sole discretion at any time prior to the expiration of said 45-day Due Diligence Period to cancel this Contract for any reason or for no reason by sending written notice to Seller prior to said 45-day expiration at which time all deposits shall provide be returned to Contributor a certificate of insurance evidencing such coverage Buyer and naming Contributor as an additional insured partyneither party shall have further liability. Operating Partnership’s obligations under If Buyer does not cancel this Section 2.1 Contract during the Due Diligence Period, Buyer shall survive be deemed to have accepted the termination Property and it will close on the Property in accordance with this Contract, except for cancellation in accordance with the specific provisions of this Agreement for a period of twelve (12) monthsContract.

Due Diligence. Operating Partnership shall have Each Seller acknowledges that Buyer has the Due Diligence Period in which right to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory perform continuing due diligence reviews with respect to the Operating Partnership. The Operating Partnership Mortgage Loans, the Sellers, Settlement Agents, Approved Investors and other parties designated by it which may be involved in or related to Transactions (collectively, “Operating Partnership’s RepresentativesThird Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Sellers agree that upon reasonable (but not less than three (3) Business Days) prior notice to the Sellers, unless an Event of Default shall have reasonable access occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all books and records for documents, records, agreements, instruments or information relating to such Mortgage Loans in the Property that are in Contributor’s possession or under the control of the Sellers. The Sellers will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Provided that no Event of Default has occurred and is continuing, Xxxxx agrees that it shall exercise best efforts, in the conduct of any such due diligence, to minimize any disruption to Sellers’ normal course of business. The Sellers shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of conducting answering questions respecting the Mortgage Files and the Mortgage Loans and, once Sellers and Buyer establish mutually agreeable procedures for the handling and use by Buyer of Sellers’ confidential beneficial ownership information, Sellers shall ensure that Buyer has sufficient information relating to Sellers’ beneficial ownership for purposes of Buyer’s compliance with 31 C.F.R. § 1010.230. Without limiting the generality of 58 LEGAL02/43731153v4 the foregoing, each Seller acknowledges that Buyer may purchase Mortgage Loans from such Seller based solely upon the information provided by such Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence and shall, subject to review on some or all of the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third partiesMortgage Loans purchased in a Transaction, including, without limitation, municipalordering broker’s price opinions, local new credit reports and other government representativesnew appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. If Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Xxxxx and any inspection or test damages the Propertythird party underwriter in connection with such underwriting, Operating Partnership will promptly restoreincluding, at its sole expensebut not limited to, the Property to its condition immediately prior providing Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such inspection Mortgage Loans in the possession, or testunder the control, of Sellers. Notwithstanding Each Seller further agrees to pay all out-of-pocket costs and expenses incurred by Buyer in connection with Xxxxx’s activities pursuant to this Section 17 (the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which “Due Diligence Costs”); provided that no Seller shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis responsible for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out Due Diligence Costs in excess of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the PropertyDue Diligence Cap; provided, however, that the indemnity Due Diligence Cap shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after apply upon the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term occurrence of this Agreement, liability insurance a Default or Event of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsDefault.

Due Diligence. Operating Partnership Until the forty-fifth (45th) day following the Effective Date (the “Due Diligence Expiration Date”), Purchaser and Purchaser’s Representatives (as defined below) shall have the Due Diligence Period in right, without interfering with Sellers’ operations, to conduct due diligence with respect to the Assets and to satisfy itself as to the feasibility and acceptability of the Assets and the Fee/Leased Locations for the Purchaser’s intended use as a retail convenience store and gas station operation and to enter onto each of the Fee/Leased Locations (at reasonable times agreed to by the parties) to inspect and reasonably test the Fee/leased Locations and the other Assets, including all buildings, improvements and equipment located thereon. In addition, Sellers shall permit Purchaser and Purchaser’s Representatives reasonable access, upon twenty-four (24) hours advance notice, to each Seller’s premises, books, records, financial records and key personnel relative to the Seller’s Fee/leased Locations and the Assets and shall cause its key personnel to furnish Purchaser with such financial, operating and other information regarding the Seller’s subject business, the Assets, the Locations, contracts, liabilities, employees and properties as Purchaser may reasonably request. Purchaser’s analysis, inspection and testing may include, but shall not be limited to: soil analysis and borings, utility location availability, perc testing, geological testing, financial analysis, analysis for SEC (as hereinafter defined) compliance and any and all other tests, studies or analysis, which to examine and inspect the Property to determinePurchaser, in its sole discretion, whether deems appropriate, provided however, that borings shall only be performed by mutual agreement of the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, the “Operating PartnershipProperty and Business Studies and Analysis”), copies of which shall be promptly forwarded to Sellers. The Property and Business Studies and Analysis may also include, at Purchaser’s Representativesdiscretion, Environmental Site Assessments (“ESA”) at the Fee/Leased Locations, provided the ESA conforms to Schedule 7.1 and applicable ASTM standards, does not damage or interfere with the operation of the Fee/Leased Locations and Purchaser provides Sellers with a copy of the ESA report promptly after the report is issued. At all times, Purchaser and Purchaser’s Representatives shall have reasonable access to be covered by adequate insurance and shall comply with all books applicable safety and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth hereinother legal requirements. In the course event that the Purchaser determines that the results of its investigationsany analysis, but subject inspection or testing of the Assets or the Property and Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Purchaser’s sole discretion, Purchaser shall give Sellers written notice thereof, and Purchaser may, by further written notice delivered to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately Sellers prior to any such inspection or test. Notwithstanding the foregoingexpiration of the Due Diligence Expiration Date, Operating Partnership shall either (i) terminate this Agreement as to the specific Asset that has the Inspection Defect that applicable Seller has not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides corrected within thirty (30) days after Purchaser’s written notice of objection to Operating Partnership, specifying the basis for such objection, within three existence of the Inspection Defect (3but in no event later than ten (10) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defendbefore the Closing Date), and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out in that event, the Asset Purchase Price will be reduced based upon the portion of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)Asset Purchase Price allocated to such excluded Asset(s) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.under

Due Diligence. Operating Partnership Beginning on the date of this Agreement and continuing until September 10, 2003 (the "Due Diligence Period"), Buyer (and any agents and consultants retained by Buyer) shall have the Due Diligence Period in which right at such reasonable times as Buyer and the Sellers may determine to examine and inspect the Property, to investigate the condition of title, zoning, value and usefulness of the Property, to review and examine the Partnership's financial statements, books and records related to the Property (including maintenance thereof) and the operation of the Property, and to determine the suitability of the Property for the use and further development contemplated by Buyer. It is anticipated that during this period Buyer, both directly and through its agents and consultants, including its structural engineer ("Buyer's Engineer"), will at such reasonable times and such reasonable manner as Buyer and Sellers may determine conduct physical examinations of the Property (including improvements thereto and facilities thereon, and also including environmental review, soil and ground water sampling, including ground penetrations required therefor, and any material and structural testing required to evaluate and inspect the improvements on the Property), and will examine the condition of title, zoning and the value of the Property. Buyer shall also have the right, during this period and at Buyer's expense, to obtain a current or updated survey of the Property. It is understood that Buyer and its agents and consultants shall have access to the Property and all books and records of the Partnership, in each case, at such reasonable times as Buyer and Sellers may determine, for the purpose of conducting its investigation. It shall be a condition of Closing and of Buyer's obligations to purchase the Property that Buyer, in its sole discretion, whether has approved the physical condition of the Property is (including without limitation its environmental condition) and the condition of title and zoning, and has determined that the use, operation and development limitations and opportunities of the Property are reasonably satisfactory to Buyer (such conditions are referred to herein as the Operating Partnership"Due Diligence Conditions"). The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) Buyer shall have reasonable access the right to all books and records for the Property that are notify Sellers in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject writing at any time prior to the rights expiration of tenants under Leasesthe Due Diligence Period that the Due Diligence Conditions are not satisfied, in which event this Agreement shall automatically be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), terminated with no further liability of either party hereunder except as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or testotherwise expressly provided in this Agreement. Notwithstanding the foregoing, Operating Partnership (a) Buyer shall have no right to so notify Sellers that the Due Diligence Conditions are not satisfied unless the written report of Buyer's Engineer (the "Engineer's Report") delivered to Buyer and Sellers on or prior to the Closing Date has disclosed defects or problems with the physical condition of the Property which require at least, in any individual case or in the aggregate, $375,000 (the "Minimum Defects Amount") to remedy same (herein, "Material Physical Condition Defects") (exclusive of, and without regards to, for purposes of this calculation, each and every individual defect or problem relating to such physical condition less than $5,000), and (b) notwithstanding the existence of Material Physical Condition Defects, Buyer shall still not have the right to so notify Sellers that the Due Diligence Conditions are not satisfied on account thereof if Sellers deposit into escrow, pursuant to the terms of the Escrow Agreement substantially in the form of Exhibit C hereto (the "Structural Escrow Agreement"), an amount not to exceed $375,000 to be used to remedy the Material Physical Condition Defects in excess of the Minimum Defects Amount as reasonably specified in the Engineer's Report, upon the terms and conditions more particularly set forth in the Structural Escrow Agreement, upon which the Due Diligence Conditions shall be deemed satisfied. Should, however, Buyer fail to so notify Sellers as aforesaid by the end of the Due Diligence Period, the Property shall be deemed satisfactory and the Due Diligence Conditions set forth herein shall be deemed satisfied. In connection with the foregoing, Buyer shall not conduct any soil boringscommunicate with employees of Tech Industries, core samples or Inc., other invasive testing than Xxxxx X. Xxxxxx and Xxxxxxx Xxxx, without the prior written consent of ContributorSellers, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which Sellers shall have the right to have a representative present (who shall be deemed given by Contributor unless either Xxxxx X. Xxxxxx or Xxxxxxx Xxxx) at and to participate in any meetings, telephone discussions or other forms of communication between Buyer and any employee or other third party (including governmental agencies) with respect to the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testingProperty. Operating Partnership shall indemnify, defend, Buyer agrees that it will indemnify and hold Contributor Sellers harmless from any liens arising out of its inspections as well as any claims asserted by third parties and against Contributor (other than those all damage to persons or property and all related actions, claims, penalties, damages and expenses, including reasonable attorneys fees and court costs, based upon or arising out of the gross negligence or willful misconduct activities of Contributor Buyer and its agents and consultants or any of its Affiliates (other than Operating Partnershiptheir respective inspectors, its Subsidiaries contractors, or affiliates while on or about the Property or the land adjacent thereto. Buyer agrees that all information in connection with the above-referenced inspections, examinations or tests shall be kept confidential by Buyer and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; providedinspectors, howeverconsultants, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g.contractors, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Propertyagents, investors, lenders, and continuing throughout affiliates except to the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsextent otherwise required by applicable law.

Due Diligence. Operating Partnership Within five (5) Business Days of the Effective Date, Seller shall have deliver or cause to be delivered to Purchaser the Due Diligence Period documents and information listed in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory Exhibit C to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are extent in ContributorSeller’s possession or control (collectively, the “Due Diligence Materials”). Commencing on the Effective Date and continuing for a period of forty-five (45) days thereafter (the purpose “Due Diligence Period”), Purchaser and any representatives designated by Purchaser may, at Purchaser’s expense, at reasonable times and upon reasonable prior notice to Seller, to the extent reasonably necessary in connection with the purchase of conducting due diligence the Property, (i) inspect the Due Diligence Materials, (ii) inspect and shall, perform testing at the Real Property (subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and samplingthe Tenants at the Property), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipalsurveys, local environmental studies (including Phase 1 and, if necessary, Phase II Environmental Site Assessments), zoning analyses, examinations and other government representatives. If any inspection tests of the roof and all structural and mechanical systems within the Improvements or test damages located in, on or under the PropertyLand (collectively, Operating Partnership will promptly restore“Inspections”), at its sole expense, provided that all of the Property Inspections shall be non- invasive except to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributorextent approved in writing by Seller, which consent by Contributor approval will not be unreasonably withheld, delayed conditioned or conditioned delayed, and which that Purchaser gives Seller at least 24 hours advance notice of, and the right and opportunity for a representative of Seller to monitor, such Inspections, and (iii) meet with and interview the tenants at the Property (each a “Tenant” and collectively, the “Tenants”), provided that Purchaser gives Seller at least 24 hours advance notice of, and the right and opportunity for a representative of Seller to attend and participate in, such meetings and interviews. All actions taken by or on behalf of Purchaser shall be deemed given in accordance with all applicable laws, rules and regulations. Seller shall reasonably cooperate, at no cost to Seller, with Purchaser’s Inspections. Purchaser shall (A) not unreasonably interfere with the use of the Real Property by Contributor unless the Contributor provides written notice Tenants, (B) restore any damage to the Real Property caused by Purchaser’s Inspections to the condition which existed immediately prior to each of objection the Inspections, (C) defend and indemnify Seller, its members and affiliates, and each of their officers, directors, agents and employees, from and against any and all liability, loss, cost, expense and damage for physical damage to Operating Partnershipthe Real Property, specifying or property of the basis for such objectionTenant or injury or death to any person (including, within three without limitation, reasonable attorneys’ fees) incurred by any of them in connection with the Inspections, (3D) days promptly after submission by Operating Partnership of a the written request for such testing. Operating Partnership shall indemnifyof Seller from time to time, defendprovide Seller with copies of all written reports, tests and other written information regarding the Inspections, and hold Contributor harmless from (E) prior to and as a condition to any liens arising out Inspections, deliver to Seller certificates of its inspections insurance evidencing comprehensive liability insurance (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000.00, in a form reasonably acceptable to Seller, and naming Seller as well an additional insured. Seller acknowledges that as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability Purchaser is self-insured through the Intergovernmental Risk Management Agency ("XXXX"). Seller expressly agrees to have the foregoing insurance requirements, at the option of not less Purchaser, provided through XXXX rather than $1,000,000through purchased insurance. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive Upon the termination of this Agreement for a period of twelve Agreement, Purchaser shall promptly return to Seller any documents (12originals and copies) monthsreceived from Seller.

Due Diligence. Operating Partnership shall have the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether Buyer’s confirmation that the Property is suitable and in satisfactory condition, in Buyer’s sole discretion. To facilitate this determination, Buyer, commencing on the Effective Date and continuing for ninety (90) days thereafter (the “Due Diligence Period”), shall have access to the Operating Partnership. The Operating Partnership Property and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall may inspect or have reasonable access to all books and records for the Property that inspected. Such inspections may include, but are not limited to, a Phase I and/or a Phase II. In addition, within thirty (30) days of the Effective Date, Seller shall deliver, or cause to be delivered, to Buyer, for inspection, all materials related to the Property, or its lease and operation, and currently in ContributorSeller’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third partieswhich Seller has knowledge, including, without limitation, municipalany leases, local subleases and licenses that will or could remain in effect after Closing, and all amendments thereto (each, a “Lease” and, collectively, the “Leases”); rent roll; actual and proposed operating budgets for the 2014-2017 calendar years; skywalk operating agreements; management agreements; maintenance plans, agreements and records; building condition and inspection reports; warranties; property and liability insurance policies and riders; environmental reports and audits; soil reports; surveys; development agreements; City of Des Moines correspondence; zoning variances or conditional use permits; permits; tax and assessment bills and agreements; underground utility reports; plans and specifications, including, without limitation, construction, architectural and structural plans and drawings, and CAD files; site plans; title insurance policies and opinions; bills of sale or other government representativesevidences of title of the Personal Property; and any other material, document, agreement or report reasonably requested by Buyer for any purpose related to this Section 6(A) (each, a “Due Diligence Material” and collectively, the “Due Diligence Materials”). If Seller delivers any inspection one or test damages more of the Due Diligence Materials to Buyer after the thirtieth (30th) day of the Due Diligence Period, the Due Diligence Period shall be extended by the number of days between the thirtieth (30th) day of the Due Diligence Period and the date of delivery of any such document. This Agreement shall automatically terminate at the expiration of the Due Diligence Period, as may be extended, unless Buyer delivers written notice to Seller (i) of Buyer’s acceptance of the Property and satisfaction of this condition precedent; or (ii) Buyer’s acceptance of the Property, Operating Partnership subject to the cure of one or more specified deficiencies. If Buyer delivers notice under subsection (ii) hereof, Seller shall notify Buyer in writing within three (3) business days of receipt of Buyer’s stated deficiencies of what steps, if any, Seller will take to correct such deficiencies. Buyer shall then promptly restorenotify Seller, in writing, that such steps are (a) acceptable, in Buyer’s sole discretion, in which case this Agreement, as so modified, shall continue in full force and effect, subject only to the terms and conditions of the Agreement, as modified; or (b) unacceptable, in Buyer’s sole discretion, in which case this Agreement may be, at its sole expenseBuyer’s option, terminated, without liability to Buyer, upon written notice to Seller. If Seller fails to respond to Buyer within three (3) business days of Buyer’s notice of one or more deficiencies, Buyer may terminate this Agreement as provided in subsection (b) of this Section. If this Agreement is terminated as provided in this paragraph, the Property Xxxxxxx Money and any other amount delivered hereunder shall be promptly returned to its condition immediately prior to any such inspection or testBuyer, and, except as otherwise expressly provided in this Agreement, each Party shall thereafter be relieved of further obligation and liability under this Agreement. Notwithstanding the foregoing, Operating Partnership unless this Agreement is earlier terminated as provided herein, Seller shall not conduct permit Buyer to inspect the Property within forty-eight (48) hours before Closing to assure that the Property is in the condition required by this Agreement. During the Due Diligence Period, Buyer, at Buyer’s sole cost, may obtain a current land survey of the Real Estate (the “Survey”), prepared by a duly licensed, registered land surveyor in the State of Iowa. If the Survey shows an encroachment on the Real Estate, or if any soil boringsimprovement located on the Real Estate encroaches on lands of others, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which encroachment shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage treated as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; providedtitle defect, however, the indemnity shall not extend subject to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term Section 5 of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence. Operating Partnership (a) The Developer shall have the right for a period ending on the ninetieth (90th) day after the Effective Date (the “Due Diligence Period in which Period”) to examine review the City Deliveries, the NFR and inspect the Title Commitment described below, and to have such studies and investigations of the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by performed as it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession deems necessary or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third partiesappropriate, including, without limitation, municipala more detailed and targeted soils investigation on the Property (collectively, local the “Due Diligence”). All Due Diligence shall be performed at the Developer’s expense. The Developer is solely responsible for determining the suitability of the Property for the Project. During the Due Diligence Period, the Developer will apply for and other government representativesparticipate in a Plan Commission Courtesy Review of the Project Plans. If The City will waive any inspection application or test damages review fees associated with the Plan Commission Courtesy Review process. (b) Before conducting any invasive or destructive tests, studies or examinations, on the Property, Operating Partnership will promptly restorethe Developer shall first notify and obtain the prior written consent of the City, which shall not be unreasonably withheld or delayed. The Developer, at its sole expense, shall restore the Property to its the same condition immediately it was in prior to any such inspection tests, studies, or testinvestigations. Notwithstanding Prior to undertaking any such investigations, the foregoingDeveloper will obtain and furnish to the City the insurance coverage required by this Agreement. (c) The City recognizes that City led remediation excavation, Operating Partnership building foundation removal, underground utility removal activities, and follow-up backfilling operations may have negatively impacted the structural capacity of soils in limited areas of the Property. The Developer will perform a targeted soils investigation to further identify the location and extent of unsuitable soils on the Property. The Developer will provide the City with a copy of the completed targeted soils investigation along with a detailed estimate of the extra development and building construction costs it will incur to effectively address unsuitable soils. The City and Developer will attempt in good faith to agree on the scope of unsuitable soils and the estimated soil remediation costs (“Soil Remediation Costs”) for which the Developer will receive a credit in determining the Base Lot Purchase Price as provided in Article IV below. The amount of Soil Remediation Costs shall be set forth in a written addendum executed by the Parties prior to expiration of the Due Diligence Period that shall become part of this Agreement. If the Parties do not conduct any soil boringsagree on the amount of Soil Remediation Costs, core samples or other invasive testing without then the prior written consent of Contributoramount thereof shall be zero unless the Developer elects to terminate this Agreement, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis it may do for such objection, this reason within three five (35) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out the end of the gross negligence or willful misconduct of Contributor or Due Diligence Period. (d) If the Developer is dissatisfied with its Due Diligence for any of its Affiliates (other than Operating Partnershipreason, its Subsidiaries and its Advisor)) including the failure to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto agree on Soil Remediation Costs with the Property; provided, howeverCity, the indemnity Developer shall have the right to terminate this Agreement, by giving notice of such termination to the City, within five (5) days after the end of the Due Diligence Period. Following such termination (and the Developer’s compliance with the provisions of Section 607), the Parties shall not extend to protect Contributor from have any pre-existing further liabilities under this Agreement except for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term indemnity obligations that expressly survive termination of this Agreement, liability insurance of . (e) If the Developer does not less than $1,000,000. Prior elect to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of terminate this Agreement pursuant to Section 301, Section 302(d) or Section 303 below, the Developer shall pay the City the non-refundable sum of Twenty Thousand Dollars ($20,000) (the “First Installment”) within ten (10) days after the end of the Due Diligence Period. The Developer will receive credit for a period of twelve (12) monthsthe Due Diligence Payment in determining the Base Lot Purchase Price, as provided in Article IV below. The City in its discretion may apply the First Installment to defray the administrative or other costs and professional fees incurred or to be incurred by the City in connection with this Agreement.

Due Diligence. Operating Partnership The Inspection Period (herein so called) commenced on the date hereof and shall have continue until the Due Diligence Period close of business on August 31, 2007. Prior to the end of the Inspection Period, Buyer shall complete its examination of and shall satisfy itself with the condition of title to the Subject Interests at its own expense. However, (a) Seller shall make available to Buyer, at Seller’s place of business or elsewhere convenient to Seller, all of Seller's title opinions, certificates of title, abstracts of title, title data, records, files, leases, agreements, declarations, orders, contracts, permits, licenses, easements and other information relating to the Subject Interests and access to each property for a physical inspection, and (b) Seller shall instruct all of its attorneys, contractors, employees, agents and officers to cooperate fully with Buyer and its Representatives and assist them in which the due diligence efforts. Seller shall make reasonable efforts to obtain any consents needed under contractual confidentiality provisions, if any, and, in the event said consents are able to be obtained by Seller’s reasonable efforts, furnish Buyer a copy of all gas contracts, gas transportation and treating agreements, operating agreements and all amendments to each. The above-described information to be provided by Seller shall be provided for the convenience of Buyer only and shall not form the sole basis of Buyer’s decision to purchase the Subject Interests or in any way alter, alleviate, waive, void or reduce Buyer’s obligation to examine and inspect satisfy itself with the Property to determine, in its sole discretion, whether the Property is satisfactory condition of title to the Operating PartnershipSubject Interests. The Operating Partnership Seller will, at Seller's expense, use reasonable diligence to obtain all consents and waivers of preferential or other rights to purchase from third parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), governmental authorities as may be required by Operating Partnership, subject reasonably necessary to the limitations set forth herein. In the course of its investigationsconveyance, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defendassignment, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out transfer to Buyer of the gross negligence Subject Interests. As used herein, “Representative,” with respect to a particular person or willful misconduct entity, means any director, officer, employee, agent, consultant, advisor other representative of Contributor such person or any of its Affiliates (other than Operating Partnershipentity, its Subsidiaries including legal counsel, accountants and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsfinancial advisors.

Due Diligence. Operating Partnership shall have the Due Diligence Period in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory Prior to the Operating Partnership. The Operating Partnership Closing Date, Seller shall, or shall cause the Companies to afford to Buyer and other its representatives, at the sole cost, risk, and expense of Buyer or its representatives but subject to obtaining any Required Consents of third parties designated by it (collectivelywith respect to such consents Seller shall use commercially reasonable efforts to obtain, “Operating Partnership’s Representatives”but shall not be obligated to expend any monies) shall have at the offices of the Companies, (a) reasonable access to all books books, records, documents, and information of every kind and character (including all lease, contract, division order, marketing, acquisition, correspondence, operations, insurance, production, accounting, regulatory, Tax records for of the Property that are Companies, and well records and files) in Contributor’s the possession or control for of the purpose of conducting Companies, relating in any way to the Assets to permit Buyer to complete its accounting, marketing, and other due diligence reviews of the Assets, and shall, (b) the opportunity to review the Data (subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and samplingany third party consent rights), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If event that Buyer receives any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted reports generated by third parties against Contributor (other than those arising out in connection with any tests, inspections, examinations, investigations, studies or assessments conducted by or on behalf of Buyer in connection with the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered transactions contemplated by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability Buyer shall make such reports available to Seller if Seller requests any such reports prior to Closing. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND WITHOUT LIMITING BUYER’S RIGHTS TO INDEMNIFICATION UNDER ARTICLE X, BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER AND EACH COMPANY, AND EACH OF THEIR SUCCESSORS, THEIR AFFILIATES AND ALL OF THEIR RESPECTIVE MANAGERS, MEMBERS, PARTNERS, DIRECTORS, OFFICERS AND OWNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES, OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS AND ENVIRONMENTAL ASSESSMENTS CONDUCTED PURSUANT TO SECTION 6.1, UNLESS ANY SUCH CLAIMS AND LOSSES WERE ALSO CAUSED, DIRECTLY OR INDIRECTLY, BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ANY COMPANY OR ANY OF THEIR SUCCESSORS, AFFILIATES AND ALL OF THEIR RESPECTIVE MANAGERS, MEMBERS, PARTNERS, DIRECTORS, OFFICERS, AND OWNERS. Buyer shall comply with all rules, regulations, policies and instructions reasonably required by the Companies, or any third Person operator of any Assets, which are provided to Buyer regarding Buyer’s actions while upon, entering, or leaving any Assets, including any insurance of not less than $1,000,000. Prior requirements that the Companies or Seller may reasonably impose, or any such third Person operator may impose, on contractors authorized to entering perform work on any property owned or operated by the PropertyCompanies (or any such third Person operator, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) monthsapplicable).

Due Diligence. Operating Partnership shall have Buyer may perform, at its sole cost and expense, examinations and inspections relative to the Due Diligence Period in which to examine economic and inspect physical feasibility of the Real Property to determine, as Buyer determines in its sole and absolute discretion, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipalengineering studies, local wetland delineation, market analysis, financial feasibility analysis including the availability of financing, and other government representativesenvironmental assessments of the Real Property (“Tests”). Buyer shall promptly commence and diligently proceed with its Tests. Seller agrees to promptly provide Buyer with all readily available property information to assist in the conduct of Xxxxx’s due diligence, including without limitation the Documents (as that term is defined herein). Buyer and its duly authorized agents will, pursuant to Section 4(i), have the right during the period from the Effective Date until the Closing Date, to enter in and upon the Real Property to complete its due diligence, including without limitations, completing the Tests. If such Tests reveal any inspection condition or test damages circumstances which Xxxxx finds objectionable for any reason, in Xxxxx’s sole and absolute discretion, Xxxxx has the right and option to terminate this Agreement by written notice delivered to Seller on or before the Condition Date as set forth herein, at which time the Xxxxxxx Money will be refunded to Buyer, and this Agreement will be of no further force or effect. Within five (5) days of the Effective Date, Seller will provide to Buyer all documents in Seller’s current possession or reasonable control, relevant to the Real Property, Operating Partnership will promptly restoreincluding, at its sole expensewithout limitation, any municipal or governmental approvals for the Property to its condition immediately prior to Real Property, any such inspection notices or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless correspondence from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor governmental agency, resolutions, agendas, staff reports, studies, analysis, tax statements, permits, soil reports, environmental assessment, leases, surveys, appraisals, or any of its Affiliates other documents relevant to the Real Property (other than Operating Partnership, its Subsidiaries and its Advisor“Documents”). The Condition Date will be extended one (1) day for every day the Documents are not delivered to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto Buyer beyond the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership five (e.g., latent environmental contamination5) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a day period of twelve (12) monthsset forth herein.

Due Diligence. Operating Partnership Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the Due Diligence Period in which right to examine enter upon Property at Buyer’s expense, and inspect at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to determine, in its sole discretion, whether the Property is satisfactory at all reasonable times and shall cooperate with Buyer’s efforts to conduct the Operating Partnershipinspections permitted herein. The Operating Partnership Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall who have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages experience with the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test’s ongoing operations. Notwithstanding the foregoing, Operating Partnership Buyer shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, indemnify and hold Contributor Seller harmless from and against any liens and all claims, injuries and damages to persons and/or property arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out or resulting from the exercise of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating PartnershipBuyer’s or Operating Partnership’s Representatives’ entry onto the Propertyinspection rights; provided, however, the Buyer’s indemnity obligations shall not extend to protect Contributor any claims, injuries or damages resulting from or relating to (i) any pre-action of Seller or its agents or representatives or (ii) any existing liabilities for matters merely environmental contamination or other conditions with respect to the Property that may be discovered by Operating Partnership (e.g.Buyer as the result of its investigations. During the Due Diligence Period, latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter Buyer may evaluate the Property, the feasibility of the transaction, the availability and continuing throughout cost of financing, and any other matters of concern to Buyer. Buyer shall have the term right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12Buyer(s) months.Initials: /s/ AM Seller(s) Initials:/s/ BK

Due Diligence. Operating Partnership (a) Purchaser, or Purchaser’s representatives, shall have the Due Diligence Period in which be entitled from time to examine and inspect time to enter upon the Property during business hours, upon not less than one (1) business days prior notice to determineSeller, in its sole discretion(at Seller’s election, whether the Property is satisfactory to the Operating Partnership. The Operating Partnership and other parties designated by it (collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose with a representative of conducting due diligence and shallSeller accompanying Purchaser), subject to the rights of tenants under Leasesexisting tenants, be able to conduct perform Purchaser’s due diligence review with respect to the Property. Purchaser may perform such inspections and complete such surveysinvestigations, if any, as Purchaser may reasonably deem appropriate, provided that Purchaser may not perform any tests, inspections and tests (including reasonable intrusive inspection and sampling)or investigations which damage or reasonably could damage the Property without Seller’s consent. Seller agrees to cooperate with Purchaser at no cost, as may be required by Operating Partnership, subject expense or liability to the limitations set forth herein. In the course of Seller in conducting its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third partiesdue diligence, including, without limitation, municipalproviding documents or instruments reasonably required by Purchaser and in Seller’s possession and control. In order to assist Purchaser in its due diligence, local Seller shall deliver to Purchaser, the items set forth in Exhibit K to the extent the same are in Seller’s possession and control (the “Due Diligence Documents”), which Due Diligence Documents are being delivered without any representation or warranty of any kind or nature. (b) Purchaser hereby confirms and agrees that: (i) such inspections and investigations shall not interfere with the existing tenants and shall take place during normal business hours upon reasonable prior notice to Seller (at Seller’s option, in the presence of Seller’s representatives), Purchaser shall promptly pay to all third parties performing such inspections or investigations and all fees and other government representatives. If monies due them for such services; (ii) except as may be required by Purchaser to complete its due diligence or as may be required to consummate the transactions contemplated herein, or as may be required by law, until the Closing, all information set forth in all documents to be reviewed hereunder by Purchaser, its employees and agents shall be held in strict confidence by Purchaser; (iii) In the event the Closing does not occur or this Contract of Sale terminates for any reason Purchaser shall promptly return to Seller the documents obtained from Seller and Seller’s agents; (iv) Purchaser shall not suffer or permit any lien, claim or charge of any kind whatsoever to attach to the Property due to any acts or omissions of Purchaser or its agents, contractors or employees; (v) No phase II environmental test, audit or inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing test shall be performed or undertaken by or on behalf of Purchaser without the prior written consent of ContributorSeller, which consent by Contributor will shall not be unreasonably withheld, delayed conditioned or conditioned delayed, provided that Purchaser shall not engage a Licensed Site Remediation Professional to perform or undertake any test, audit or inspection; (vi) Purchaser shall restore any damage or disturbance to the Property resulting from such inspections or investigations and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, indemnify defend and hold Contributor Seller and its members, principals and affiliates harmless from and against any liens and all claims, losses, judgments, penalties, fines, costs, damages, expenses (including, without limitation, attorney’s fees and disbursements) or liabilities (collectively, “Losses”) incurred by Seller or any of its affiliates by reason of or arising out of Purchaser’s or Purchaser’s agents’, contractors’ or employees’ entry onto the Property or any of its inspections as well as any claims asserted by third parties against Contributor (other than those arising or their acts or omissions while on the Property except to the extent that the Losses arise out of the gross negligence or willful misconduct of Contributor or any of its Affiliates Seller; and (other than Operating Partnership, its Subsidiaries and its Advisor)vii) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout During the term of this AgreementContract of Sale and prior to Purchaser or its contractors or agents entering on the Property, Purchaser or its contractors or agents shall maintain commercial general liability insurance with combined single limits of not less than $1,000,000. Prior 1,000,000 per occurrence and general aggregate limit of not less than $2,000,000 for bodily injury and property damage, covering claims which may arise out of or from acts or omissions by Purchaser or its contractors on or at the Property issued by insurance companies authorized to entering the Property, Operating Partnership do business in New Jersey and having a rating of A-VIII better by Best’s rating guide; such liability insurance maintained by Purchaser and its contractors shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor name Seller as an additional insured party. Operating Partnership’s obligations under this insured; each such contractor will carry xxxxxxx’x compensation insurance. (c) The provisions of Section 2.1 2.1(b) shall survive the termination of this Agreement Contract of Sale for a period of twelve three (123) monthsyears.

Due Diligence. Operating Partnership shall have (a) Buyer is an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the PED Entities. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks and merits of its investment in the Shares and LLC Interests and is capable of bearing the economic risks of such investment. In making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on its own independent investigations as of this date and upon the representations and warranties and covenants in this Agreement. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information, including the Due Diligence Period in which Materials, as it has deemed necessary to examine and inspect the Property enable it to determine, in its sole discretion, whether the Property is satisfactory make a decision with respect to the Operating Partnership. The Operating Partnership execution and other parties designated by it delivery of this Agreement and the performance of its obligations hereunder. (collectivelyb) Buyer acknowledges that neither Seller nor any PED Subsidiary, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession nor any of their representatives or control for the purpose of conducting due diligence and shallaffiliates, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), except as may be required by Operating Partnership, subject to the limitations expressly set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after submission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, defend, and hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term Article III of this Agreement, liability insurance has made any representation or warranty as to the prospects, financial or otherwise, of not less than $1,000,000the PED Entities and that the sale of the PED Entities effected through the sale of the Shares and LLC Interests pursuant to this Agreement is on an "AS IS" and "WHERE IS" basis. Prior Buyer agrees to entering accept the PropertyPED Entities as they exist on the Closing Date based upon its own inspection, Operating Partnership shall provide examination and determination with respect thereto as to Contributor a certificate all matters and without reliance upon any express or implied representations or warranties of insurance evidencing such coverage and naming Contributor any nature made by or on behalf of or imputed to Seller or the PED Entities, or any of their representatives or affiliates, except as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the termination expressly set forth in Article III of this Agreement for a period of twelve (12) monthsAgreement.