Common use of Inspection Period Clause in Contracts

Inspection Period. Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser Buyer shall have a period of time commencing until 5:00 P.M. in the jurisdiction where the Property is located on the date that is calendar days (10 calendar days if not filled in) after the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "“Inspection Period"”) within which to examine conduct an inspection of the Property and to conduct its feasibility study thereofat Buyer’s expense. For purposes of this Section, Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to provide reasonable access to the Property during normal business hours to conduct soil Buyer, Buyer’s inspectors, and/or other professionals representing Buyer in connection with the inspection. Buyer (including Buyer’s inspectors and/or other professionals) hereby agrees to hold Seller, including its affiliated entities, harmless from any liability, claims, injuries, and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine damages arising out of Buyer’s inspection of the feasibility Property. If the sale of the Property for Purchaser's intended use; provideddoes not close, howeverBuyer shall, that prior to conducting any invasive testing with respect to the Land or Improvementsat Buyer’s sole cost, or any tests or studies which could cause any repair all damage to the Land or ImprovementsProperty resulting from Buyer’s inspection, Purchaser must advise and shall restore the Property to substantially its former condition. The foregoing obligation shall also apply to any final walk through that the Buyer may conduct prior to the Closing Date as agreed upon by Buyer and Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2writing. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior Prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent Buyer may terminate this Agreement if Buyer is not satisfied with the condition of the Property was affected by or as providing written notice to Seller, whereupon this Agreement shall automatically terminate, and Buyer shall receive a result return of the actions of Purchaser Deposit and the parties will have no further rights or its agents, contractors or representatives, obligations under this Agreement (c) Purchaser shall not, except those that expressly survive termination). The parties may additionally agree in writing within the Inspection Period using Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close ’s Inspection Notice Form for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage make certain repairs to the Property or to perform other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way obligations arising out of any Buyer’s inspection, which Notice Form may automatically extend this Inspection Period on a day-for-day basis for up to five (5) additional calendar days to accommodate for Seller to respond to Buyer’s request and for Buyer to accept or reject Seller’s response as further described therein. In the event Buyer fails to deliver the termination notice to Seller or execute a written agreement for Seller repairs/obligations before the expiration of Purchaser's and its agents'the Inspection Period (as may be extended), contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in Buyer shall have no further right to terminate this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of Agreement pursuant to this ContractSection.

Inspection Period. Purchaser shall have a period of time commencing on the Effective Date and expiring BUYER may, at BUYER’s expense, until 5:00 p.m., Dallason 318 (date) or days (30 days, Texas time on June 17, 1998 if left blank) after date of 319 acceptance of this Agreement (the "Inspection Period") within which perform such due diligence on, investigate and 320 inspect the Property, to examine determine whether or not the Property same is satisfactory to BUYER, in BUYER’s sole 321 and to conduct its feasibility study thereofabsolute discretion. Seller agrees that, during During the Inspection Period, Seller BUYER may conduct such tests and inspections 322 as BUYER may desire including, but not limited to, appraisals of the Property, title and survey 323 examination, soil testings and/or borings, permitting, municipal lien searches, site plan and other 324 determinations, for BUYER’s intended or potential use of the Property. During such Inspection Period, 325 BUYER will allow Purchaser and Purchaser's agents be provided access to the Property during normal business hours to, among other things, inspect the Property, determine 326 the condition thereof, verify zoning, conduct engineering and environmental studies, feasibility tests, 327 determine use under zoning or the proposed comprehensive land use plan, test for hazardous 328 materials, and to conduct soil and engineeringdetermine the availability of water, hazardous waste, marketing, feasibility, zoning sewer and other studies or tests and to otherwise determine the feasibility of utilities. 329 If BUYER determines, in BUYER's sole discretion, that the Property for Purchaser's intended use; providedis not acceptable to BUYER, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) then 330 prior to the expiration of the Inspection Period, Purchaser BUYER may deliver to SELLER written notice of 331 BUYER’s election to terminate this Agreement, in which event the deposit(s) shall be returned to the 332 BUYER and the parties hereto shall be discharged from their obligations hereunder except as provided 333 in this paragraph 14. 334 If this transaction does not close for any reason whatsoever, BUYER shall be responsible to restore the 335 Property to its original condition. Promptly upon the completion of any inspection, examination or test, 336 BUYER shall restore the Property to the condition which existed prior its former condition. 337 Prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agentsclosing, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser BUYER shall not permit any mechanic's or materialman's liens or any other liens to attach to be placed on the Property by reason arising from any action 338 of the performance of BUYER and if any work or the purchase of any materials by Purchaser or any other party such liens are placed on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, BUYER shall promptly remove such liens by 339 payment or bonding no later than the earlier of: (i) 10 days after demand thereof by SELLER; or (ii) date 340 of closing; or (iii) termination of this Agreement. 341 BUYER shall not engage in any activity on the Property other than inspections prior to closing (which 342 inspection rights shall be from the date of this Agreement to the earlier of: (i) closing or (ii) termination 343 of this Agreement even though the Inspection Period may have expired) without the prior written 344 consent of SELLER. BUYER and (gits employees, agents and contractors shall enter upon the Property 345 at their own risk and SELLER shall not be liable in any way for damages or acts suffered by such 346 parties. 347 Upon expiration of the Inspection Period, if BUYER has not terminated this Agreement, the deposit(s) Purchaser 348 shall take all reasonable actions become NON-REFUNDABLE and, if BUYER fails to close for any reason other than SELLER’s 349 default or SELLER’s inability to perform, the deposit(s) shall be retained by SELLER as liquidated 350 damages and implement all protections necessary will be distributed pursuant to ensure that all actions taken in connection with the investigations terms of the listing agreement and inspections this Agreement. 351 BUYER hereby agrees to defend, indemnify and hold SELLER harmless against any claims, costs, 352 damages, or liability arising out of BUYER’s inspection/investigation of the Property, including costs and 353 reasonable attorney’s fees. BUYER agrees to defend, indemnify and hold SELLER harmless from and 354 against all equipment, materials and substances generated, used or brought onto liens on the Property pose no filed by contractors, material threat to the safety suppliers, or laborers performing work and 355 tests for BUYER. The indemnification and hold harmless provisions of persons or the environment and cause no damage to this paragraph shall survive any 356 termination of this Agreement. 357 (B) Access: SELLER will make the Property or other property of Seller or other persons. All information made available by Seller to Purchaser for inspections and investigations during the time 358 provided for inspections and investigations in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaserparagraph, and, prior to if not, the purchase of time for inspections and 359 investigations will be extended by the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contracttime access was denied.

Inspection Period. Purchaser If Buyer timely terminates this 200 Contract, the Deposit paid shall have a period be immediately returned to Buyer, thereupon, Buyer and Seller shall 201 be released of time commencing all further obligations under this Contract; however, Buyer shall be responsible for 202 prompt payment for such inspections, for repair of damage to, and restoration of, the Property 203 resulting from such inspections, and shall provide Seller with paid receipts for all work done on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 204 Property (the "Inspection Period"preceding provision shall survive termination of this Contract). Unless Buyer exercises 205 the right to terminate granted herein, Buyer accepts the physical condition of the Property and any 206 violation of governmental, building, environmental, and safety codes, restrictions, or requirements, but 207 subject to Seller’s continuing AS IS Maintenance Requirement, and Buyer shall be responsible for any 208 and all repairs and improvements required by Buyer’s lender. 209 (b) within which WALK-THROUGH INSPECTION/RE-INSPECTION: On the day prior to examine Closing Date, or on Closing Date prior 210 to time of Closing, as specified by Buyer, Buyer or Buyer’s representative may perform a walk-through (and 211 follow-up walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal 212 Property are on the Property and to conduct its feasibility study thereofverify that Seller has maintained the Property as required by the AS IS 213 Maintenance Requirement and has met all other contractual obligations. 214 (c) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS: If Buyer’s 215 inspection of the Property identifies open or needed building permits, then Seller agrees thatshall promptly deliver to 216 Buyer all plans, during the Inspection Periodwritten documentation or other information in Seller’s possession, Seller will allow Purchaser and Purchaser's agents access knowledge, or control 217 relating to improvements to the Property during normal business hours which are the subject of such open or needed Permits, and shall 218 promptly cooperate in good faith with Buyer’s efforts to obtain estimates of repairs or other work necessary to 219 resolve such Permit issues. Seller’s obligation to cooperate shall include Seller’s execution of necessary 220 authorizations, consents, or other documents necessary for Buyer to conduct soil inspections and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent have estimates 221 of such proposed testing) of its intent to conduct repairs or work prepared, but in fulfilling such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Periodobligation, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheldrequired to expend, provided that such interviews shall take place during normal business hours after reasonable notice or 222 become obligated to expend, any money. 223 (which may be by telephoned) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer’s option and 224 cost, Seller will, at Closing, assign all assignable repair, treatment and maintenance contracts and warranties 225 to SellerBuyer. 226 ESCROW AGENT AND BROKER 227 13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively “Agent”) receiving the Deposit, other funds 228 and other items is authorized, and such interviews agrees by acceptance of them, to deposit them promptly, hold same in escrow 229 within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions 230 of this Contract. Failure of funds to become COLLECTED shall be conducted only in not excuse Buyer’s performance. When conflicting 231 demands for the presence of one of Seller's representatives. Not withstanding the foregoingDeposit are received, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior or Agent has a good faith doubt as to entitlement to the expiration Deposit, Agent 232 may take such actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent’s duties 233 or liabilities under this Contract, Agent may, at Agent’s option, continue to hold the subject matter of the Inspection Periodescrow 234 until the parties agree to its disbursement or until a final judgment of a court of competent jurisdiction shall 235 determine the rights of the parties, Purchaser or Agent may deposit same with the clerk of the circuit court having jurisdiction 236 of the dispute. An attorney who represents a party and also acts as Agent may represent such party in such 237 action. Upon notifying all parties concerned of such action, all liability on the part of Agent shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof fully terminate, 238 except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate 239 broker, Agent will comply with provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve 240 escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order. 241 Any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, 242 or in any proceeding where Agent interpleads the condition subject matter of the Property was affected by or as a result escrow, Agent shall recover reasonable 243 attorney’s fees and costs incurred, to be paid pursuant to court order out of the actions of Purchaser escrowed funds or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser equivalent. 244 Agent shall not permit be liable to any mechanic's party or materialman's liens or any other liens to attach to the Property by reason of the performance person for mis-delivery of any work or the purchase escrowed items, unless such mis-delivery is 245 due to Agent’s willful breach of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agentsAgent’s gross negligence. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 This Paragraph 13 shall survive the Closing and not be merged therein and shall also survive any 246 or termination of this Contract.

Inspection Period. Purchaser shall have a period of time commencing on From the Effective Date and expiring at 5:00 p.m.through August 7, Dallas, Texas time on June 17, 1998 2009 (the "Inspection Period") within which ), HKFLP agrees to examine make available to ISA, or to its duly authorized agents or representatives, for review, all applicable books and records relating to the Company and the Real Property and the operation and maintenance thereof to conduct its feasibility study thereofthe extent that such materials are in HKFLP's possession or control. Seller agrees that, Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to HKFLP during the Inspection Period. In addition, Seller will allow Purchaser ISA shall have the right to make such investigations, including appraisals, environmental studies, title review and Purchaser's agents access survey review as ISA deems necessary or advisable and shall provide copies of the same to HKFLP. All information relating to the Property during normal business hours to conduct soil Real Property, HKFLP or the Company shall be deemed "Confidential Information" for purposes of this Agreement. ISA shall hold all Confidential Information in confidence and engineering, hazardous waste, marketing, feasibility, zoning and other studies shall not at any time disclose or tests and to otherwise determine permit the feasibility disclosure of the Property Confidential Information without HKFLP's prior written consent. ISA further agrees to use the Confidential Information only for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent purposes of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate evaluating this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2transaction. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding Notwithstanding the foregoing, ISA may disclose the Confidential Information (ai) to its legal counsel, accountants, lenders and similar third parties that need to review the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, Confidential Information in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event connection with the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the PropertyAgreement, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may be required by applicable law, unless such information including applicable securities laws. If this Agreement is generally available terminated before the Closing, ISA promptly shall return the Confidential Information to the public or is disclosed HKFLP and shall not retain copies thereof (except as may be required by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Propertylaw). The agreements contained in provisions of this Section 5.1 paragraph shall survive the Closing and not be merged therein and shall also survive any or termination of this ContractAgreement. If ISA is not satisfied with the results of its inspections, then ISA shall have the right to terminate this Agreement at any time during the Inspection Period by delivery of written notice of termination to HKFLP and the Company without any liability to HKFLP or the Company, except as set forth in Section 6.2. In the absence of such termination ISA shall be deemed satisfied with all of its inspections, including but not limited to the condition of the Company and the Real Property.

Inspection Period. Purchaser shall have a period of time commencing beginning on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 ending ninety (90) days thereafter (the "“Inspection Period"”) within during which to examine inspect the Property, review the Property Documents and otherwise satisfy contingencies. During the Inspection Period, Purchaser and its agents, contractors and designees shall have the right to enter upon the Land and conduct and prepare any and all tests, investigations, reports, studies, and inspections of the Property that Purchaser deems necessary in its sole discretion for the purchase of the Property, including, but not limited to, environmental, structural, geotechnical, soil, topographical, geological, subsurface, engineering, site planning, feasibility studies, title review, surveys and zoning analysis (collectively, the “Tests”). Seller shall cooperate in good faith with Purchaser and Purchaser’s agents and employees during the Inspection Period, and shall provide Purchaser and Purchaser’s agents and employees’ access to the Property to perform the Tests. Seller hereby agrees to give Purchaser its reasonable cooperation and to conduct confirm when requested by Xxxxxxxxx, and within Seller’s knowledge, the veracity of the information relied upon by Purchaser. It is acknowledged and agreed by Seller that no examination by Purchaser, its feasibility study thereofrepresentatives, agents or contractors of the Property or the Property Documents shall be deemed to constitute a waiver or relinquishment on the part of Purchaser of its right to rely on the covenants, representations, warranties or agreements made by Seller in this Contract. Seller agrees thatIf, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to determines that the Property during normal business hours to conduct soil is not suitable for Purchaser’s intended development and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility use of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, (as determined by Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable sole and absolute discretion) or if Purchaser determines for any reason or no reason that it does not desire to purchase the Property, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to then Purchaser may terminate this Contract pursuant by written notice to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2Seller (“Termination Notice”). Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) If prior to the expiration of the Inspection PeriodPeriod Purchaser delivers the Termination Notice referenced above, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Propertyterminate, and (g) neither Seller nor Purchaser thereafter shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used have any further right or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with obligation under this Contract or obtained by Purchaser unless expressly provided otherwise in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser shall not be obligated to perform under this Agreement and shall have a period of time commencing on the right to terminate this Agreement within five (5) days following the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine unless Purchaser, in its sole discretion, shall have determined that the Property and to conduct its feasibility study thereofis not suitable for the Purchaser's use. Following the Effective Date, Seller agrees that, during the Inspection Period, Seller will allow to permit Purchaser and Purchaser's agents reasonable access to the Property during normal business hours to conduct for the purpose of conducting soil tests, environmental and engineeringengineering studies, hazardous waste, marketing, feasibility, zoning and such other studies or tests and studies as Purchaser deems necessary to otherwise determine the feasibility suitability of the Property for Purchaser's intended use; providedpurposes. PURCHASER SHALL, howeverTO THE EXTENT ALLOWED BY LAW, that prior INDEMNIFY AND HOLD SELLER HARMLESS FROM ALL MECHANICS' AND MATERIALMEN'S LIENS OR ANY AND ALL OTHER CLAIMS, DAMAGES, LIABILITIES OR EXPENSES RESULTING FROM PURCHASER'S TESTS, STUDIES, AND/OR ENTRY UPON THE PROPERTY. In the event Purchaser has not terminated this Agreement by written notice to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during within the Inspection Period, it shall be conclusively presumed that the conditions precedent described in this Section 5.6 have been met or that Purchaser has waived the same. In the event that Purchaser delivers written notice to Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during within the Inspection Period that Purchaser desires to conduct interviews terminate this Agreement, this Agreement shall terminate and which Seller consents to, which consent the Title Company shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall immediately deliver to Seller a descriptive listing the Xxxxxxx Money Deposit and all interest accrued thereon, less $100 of all teststhe Xxxxxxx Money, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof which shall be delivered to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on as Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract’s independent option consideration.

Inspection Period. Purchaser shall have a That period of time commencing on from the Effective Date through, to and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 including the close of business for the Forsyth County Registrar of Deeds sixty (60) days from the Effective Date shall constitute Buyer’s inspection period (the "“Inspection Period") within which to examine the Property and to conduct its feasibility study thereof”). Seller agrees that, during During the Inspection Period, Seller will allow Purchaser Buyer, through its employees and Purchaser's agents access to agents, may enter upon the Property during normal business hours to conduct for the purpose of making such surveys, appraisals, soil and tests, environmental, physical, engineering, hazardous waste, marketing, feasibility, zoning feasibility studies and other studies inspections and investigations as Buyer deems necessary or tests appropriate in order to assess the condition of the Property and to otherwise determine the economic feasibility of the transaction. Subject to the provisions of Paragraph 16 below, Buyer and its authorized agents and employees shall have the right to enter upon the Property for Purchaser's intended use; providedto conduct and complete any reasonable investigations, howeverinspections, that evaluations, studies, tests and measurements as Buyer deems necessary or advisable. Notwithstanding the foregoing, Buyer shall not conduct any invasive soil and groundwater or geotechnical testing without Seller’s prior consent. Such entry shall not be considered a trespass. Said investigations shall be at the Buyer’s sole expense. Buyer agrees to restore the Property as reasonably as possible to its condition prior to conducting any invasive testing with respect such entry. Subject to the Land provisions of Paragraphs 3, 16 & 17 of this Contract and during the term of the Inspection Period, Buyer may obtain, at Buyer’s cost, a report of an investigation of the Property carried out and prepared by a licensed engineer or Improvements, geologist or any tests or studies which could cause any damage other environmental professional selected by Buyer employing procedures that a prudent Buyer would employ under the circumstances (“Environmental Site Assessment”). A copy of the final report for the Environmental Site Assessment will be delivered by Buyer to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller maySeller. Should Buyer determine, in its reasonable sole discretion, refuse that the Property is unsuitable for Buyer’s intended use or that the transaction is otherwise not feasible, or for any reason including, but not limited to, that the Environmental Site Assessment states that there is more than a low probability that Hazardous Materials are present on or beneath the surface of the Property or any property in the immediate proximity to approve any such tests the Property, or studiesthat further investigations are necessary to determine whether Hazardous Materials are present, in which event Purchaser's sole remedy then Buyer shall be have the right to terminate this Contract pursuant to Section 5.2 hereof and receive a refund by giving written notice of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) termination prior to the expiration of the Inspection Period. In the event such written notice of termination is timely given, Purchaser shall restore then the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents Deposit shall be subject returned to Buyer and the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser parties hereto shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractfurther obligations hereunder.

Inspection Period. 6.1 Purchaser shall have a period until the date of time commencing on Closing within which to inspect the Effective Date condition of the Property, to inspect those items listed in Sections 4.1(c) through (h) ("Due Diligence Items") delivered to Purchaser, and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 to evaluate the feasibility of purchasing the Property (the "Inspection Period"). Purchaser and its duly authorized agents ("Purchaser's Agents") within which or representatives, upon prior notice to examine Seller, shall be entitled to enter upon the Property and at all reasonable times during the Inspection Period in order to conduct its feasibility study thereofengineering studies, soil tests, environmental tests, asbestos tests, roof inspection, and any other inspections and/or tests that Purchaser may deem necessary or advisable; however, Purchaser may not conduct invasive testing without Seller's consent. Seller may require that its representatives accompany Purchaser or Purchaser's Agents in connection with the inspections to be conducted pursuant to this Section 6.1; however, Seller covenants and agrees thatto make its representatives available for such purpose; provided further, however, Purchaser may conduct tenant interviews without the necessity of Seller's representatives being present. Purchaser shall be responsible for any property damage caused to Property or bodily injuries caused by Purchaser's Agents during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access . In the event that the inspections conducted pursuant to this Section 6.1 shows any condition to exist in the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility condition of the Property for that is unacceptable to Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy discretion, or if for any reason, or for no reason whatsoever, Purchaser determines to not purchase the Property, then Purchaser shall be entitled, as Purchaser's sole remedy, to terminate cancel this Contract pursuant by providing written notice of cancellation to Section 5.2 hereof and receive a refund Seller on or before the expiration of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow . If Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable provide written notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) cancellation prior to the expiration of the Inspection Period, then this Contract shall be cancelled, all Xxxxxxx Money shall be immediately returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall restore have any continuing obligation one party unto the Property other party. On the other hand, if Purchaser fails to provide written notice of cancellation to Seller on or before the condition which existed prior to Purchaser's entry thereon and investigation thereof to expiration of the extent Inspection Period, then the condition of the Property was affected by or as a result of the actions of Purchaser or its agentsshall be deemed to be acceptable to Purchaser, contractors or representatives, (c) and Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt no longer have the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject right to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by terminate this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1Article VI. Purchaser hereby indemnifies, protects, defends (fwith counsel reasonably acceptable to Seller) Purchaser shall give notice (which may be by telephone) to and holds Seller a reasonable time prior to entry onto and the Property free and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claimscosts, losses, liabilities, causes of action, damages, lienslawsuits, lossesjudgments, costs and expenses (includingactions, without limitationproceedings, reasonable penalties, demands, attorneys' fees) incident to, resulting from mechanic's liens, or in expenses of any way kind or nature whatsoever, arising out of or resulting from (i) any of entry and/or activities upon the Property by Purchaser, Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors and/or subcontractors, and/or the contractors and subcontractors of such agents, or representatives on (ii) from the Propertyenforcement of this agreement of indemnity or the assertion by Purchaser of any defense to its obligations under this agreement of indemnity. The agreements contained in this Section 5.1 foregoing indemnity by Purchaser shall survive the Closing and not be merged therein and shall also survive any termination of this ContractContract or the Closing.

Inspection Period. Purchaser shall have a period of time commencing until 5:00 p.m. on the thirtieth (30th) day following the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "“Inspection Period"”) within which to examine the Property materials provided for under Paragraph 7(a), and to conduct its feasibility study thereofmake such environmental, physical, zoning, land use and other examinations, inspections and investigations of the Property or the use or operation thereof which Purchaser, in Purchaser’s sole discretion, may determine to make. Seller agrees thatPurchaser, during the Inspection Period, Seller will allow Purchaser and Purchaser's ’s agents and contractors, shall have the right to enter upon the property at reasonable times upon prior reasonable notice to Seller (which notice shall not be less than 48 hours with respect to tenanted portions of the property) and Seller shall provide Purchaser, its agents and contractors with access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and such inspections and/or investigations. Purchaser shall use its best efforts not to otherwise determine the feasibility disturb any tenants in making such inspections. All of the foregoing tests, investigations and studies to be conducted by Purchaser shall be at Purchaser’s sole cost and expense and Purchaser shall restore the Property to the condition existing prior to the performance of such tests or investigations by or on behalf of Purchaser. Purchaser shall defend, indemnify and hold Seller and any of its affiliates, parents, shareholders, partners, members, employees, officers and directors of Seller or Seller’s affiliate or parent (collectively referred to hereinafter as “Affiliates of Seller”) harmless from any and all liability, costs and expense (including without limitation) reasonable attorneys’ fees, court costs and costs of appeal suffered or incurred by Seller or Affiliates of Seller for injury to persons or property caused by Purchaser's intended use; provided’s investigations and inspections of the Property. Purchaser shall undertake its obligation to defend set forth in the preceding sentence using attorneys selected by Seller, howeverin Seller’s sole discretion. The foregoing indemnity shall not include any claims, demands, losses, costs or expenses resulting from the mere discovery by Purchaser or its representatives of any existing hazardous substances merely revealed thereby. If Seller does not timely deliver or provide access to Purchaser to the due Diligence Materials as provided in Paragraph 7(a) hereof, the Inspection Period shall be extended by the number of days by which Seller is late in delivering or providing the required access to the Due Diligence Materials. Notwithstanding anything contained herein to the contrary Purchaser covenants and agrees that prior to conducting commencing any invasive testing such tests, studies or investigations, Purchaser shall furnish to Seller certificates of insurance evidencing that Purchaser and/or Purchaser’s agents or contractors performing any such inspections or investigations are insured by general comprehensive liability insurance policies from reputable and highly rated insurance companies licensed in Florida with respect limits of not less than $1,000,000.00, and listing Seller and Purchaser as additional insureds thereunder. Notwithstanding anything to the Land or Improvements, or contrary contained in this Agreement the provisions of this paragraph shall survive Closing and any tests or studies which could cause any damage to the Land or Improvements, cancellation of this Agreement. Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable sole and absolute discretion, refuse cancel this transaction for any or no reason by written notice of cancellation given to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof Seller and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) Escrow Agent prior to the expiration of the Inspection Period, Purchaser in which event the Escrow Agent shall restore return the Property Initial Deposit (less the Nonrefundable Portion of the Initial Deposit which shall be delivered to the condition which existed prior Seller) and all interest earned thereon to Purchaser's entry thereon and investigation thereof to , whereupon the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents parties shall be subject to released from all further obligations under this Agreement except those that expressly survive. In the rights event Purchaser has not timely delivered written notice of Tenants under Tenant Leases, (d) cancellation in the event manner provided above, then the transaction contemplated foregoing conditions precedent shall automatically be deemed to be satisfied in full and waived by this Contract does not close for any reasonPurchaser, the Purchaser shall deliver the Additional Deposit to Escrow Agent as provided in Paragraph 4 hereof and the entire Deposit shall be non-refundable to Purchaser (unless Seller a descriptive listing of all testsdefaults hereunder), reports and inspections conducted by Purchaser with respect but shall be applicable to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractPurchase Price at Closing.

Inspection Period. Purchaser Buyer shall have a the right during that period of time commencing on the Effective Date Date, and expiring at 5:00 p.m.continuing through and until 11:59 p.m. (Houston time) on December 22, Dallas, Texas time on June 17, 1998 2023 (the "“Inspection Period"”) within which to examine inspect the Property, including, without limitation, conducting any feasibility, marketing or other studies, and any physical and environmental testing and any other inspections Buyer deems to be necessary or desirable, and reviewing any building and use restrictions, zoning, other governmental approvals, the Existing Documents and any other matters Buyer deems necessary or desirable to determine whether, in Bxxxx’s sole and subjective judgment, the Property is suitable to Buyer. Notwithstanding anything herein to the contrary, in the event that the last day of the Inspection Period falls on a Friday, the Inspection Period shall automatically be extended to 11:59 p.m. Houston time, on the next business day. Buyer shall have the right, together with its employees, representatives, agents and vendors to enter upon the Property to conduct any and all such inspections, tests and investigations of the Property as Buyer may elect in its feasibility study thereofsole discretion. If Buyer determines prior to the expiration of the Inspection Period that the Property is suitable to Buyer, Buyer may send written notice of its approval (the “Notice of Continuation”) to Seller agrees that, during on or before the expiration of the Inspection Period, Seller will allow Purchaser in which case this Agreement shall continue in full force and Purchaser's agents access effect. In the event that Buyer (A) fails to deliver the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies Notice of Continuation on or tests and to otherwise determine before the feasibility expiration of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to Inspection Period this Agreement shall automatically terminate the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent day after expiration of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, or (B) after determining, in Buyer’s sole and absolute, subjective judgment and discretion, that the Property is not suitable to Buyer, terminates this Agreement, as provided herein, by written notice to Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) delivered prior to the expiration of the Inspection Period, Purchaser this Agreement shall terminate on the earlier of the date set forth in Buyer’s termination notice or upon the expiration of the Inspection Period and, upon such termination, the Title Company shall immediately return the Exxxxxx Money (except for the Independent Consideration) to Buyer, Buyer shall provide to Seller copies of any reports prepared by third parties for it concerning the Property, and, thereafter, the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive the termination hereof. Seller acknowledges and agrees that a Notice of Continuation from Buyer will not be effective unless signed by any one of the following individuals: Lxxxxx Xxxxxx, Bxxxx Xxxxxxx, Bxxxx Xxxxxxx or a licensed attorney representing Buyer. If the Property is materially altered or disturbed in any manner in connection with any of Buyer’s inspection activities under this section, Buyer shall promptly return the Property to substantially the same condition existing immediately prior to Buyer’s activities (provided, however, such obligation to restore the Property will be limited, as provided below, to the condition which existed prior to Purchaser's entry thereon only those items of damage or harm caused by Buyer or Buyer’s agents). Buyer shall also promptly pay all persons and investigation thereof to the extent the condition of the Property was affected entities that perform work by or as a result on behalf of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, Buyer in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser connection with respect Bxxxx’s activities related to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens claims to attach to be asserted against the Property by reason of the performance of as a result thereof, provided, however, if any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto liens are asserted against the Property (whether or not the same are meritorious), Buyer shall have the same removed or bonded over within no more than twenty (20) calendar days after receiving notice thereof. Buyer shall indemnify and shall permit hold harmless Seller to have a representative present during all investigations and inspections conducted with respect to the Propertyits respective shareholders, members, and (g) Purchaser shall take all reasonable actions partners, their respective officers, directors, employees, and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Propertyagents, and all equipmentof their respective successors and assigns (collectively, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of “Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (iParties”) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and costs, damages or expenses (of any kind, including, without limitation, reasonable attorneys' ’ fees) incident to, resulting incurred or suffered by the Seller Parties to the extent the same directly result from any of the Buyer’s activities with respect to the Property under this section. Notwithstanding anything herein to the contrary, Buyer’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or in any way arising out relating to (1) the negligent acts, the omissions, or the willful misconduct of any of Purchaser's and its agents'the Seller Parties or their invitees, contractors' and representatives' activities on or (2) the Propertypresence of any latent defects or Hazardous Substance (as defined below) discovered on, includingunder or through the Property not created or negligently exacerbated by Buyer, without limitation, and/or the disclosure of any tests such latent defects or inspections conducted by Purchaser or its agents, contractors or representatives on the PropertyHazardous Substances. The agreements contained in Buyer’s obligations under this Section 5.1 section shall survive the Closing Closings and not be merged therein and shall also survive any termination of this ContractAgreement.

Inspection Period. Purchaser Through and including the “Inspection Period” (as defined below), Buyer, its agents, employees and contractors, shall have a be entitled to enter upon the Property including all leased areas, upon reasonable prior notice to Seller, to perform inspections and tests on and of the Property, including surveys, test borings, environmental sampling and other studies, examinations and tests of all structural and mechanical systems within the Improvements, and to examine the books and records of Seller and Seller’s property manager relating to the Property and performing such other investigations and analysis as Buyer deems necessary or appropriate. The “Inspection Period” shall be that period of time commencing on from the Effective Date of this Agreement to and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 including the forty-fifth (45th) day after the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended useEffective Date; provided, however, that prior if Buyer gives written notice to conducting any invasive testing with respect to Seller on or before the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent end of such proposed testingforty-fifth (45th) of day that Buyer needs additional time to complete its intent to conduct such tests due diligence, as described in the preceding sentence or studies and Seller maythe “Title Commitment” or “Survey” (as defined in Section 5.3 below), in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires shall be extended for an additional thirty (30) days. If Buyer wishes to conduct interviews and which Seller consents toengage in any “invasive testing” (as defined below), Buyer shall obtain Seller’s prior consent thereto, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews conditioned or delayed. Invasive testing shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration testing of the Inspection PeriodReal Property that involves digging, Purchaser shall restore drilling, cutting or boring into the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by ground or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business Improvements. Seller acknowledges that there are currently monitoring xxxxx on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Real Property and deliver copies thereof that the taking of samples from existing xxxxx shall not constitute invasive testing. Buyer agrees to Seller (excludingcoordinate its inspections through Seller’s property manager, whose name and phone number is provided below; provided, however, any proprietary development or marketing materials), (e) Purchaser that such property manager shall not permit any mechanic's unreasonably interfere with Buyer’s inspection or materialman's liens or any other liens ability to attach inspect and provided further that Buyer shall not unreasonably be required to change its schedule of inspections to accommodate the Property by reason availability of Seller’s property manager. Seller’s property manager is Xxxxx Xxxxxx and can be reached at (000) 000-0000. Buyer reserves the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection right for itself, and its agents and contractors, to contact governmental authorities, including those with any studies or tests conducted pursuant authority to this Section 5.1administer and enforce Environmental Laws, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property identify and shall permit Seller to have a representative present during all investigations and inspections conducted with respect collect information related to the Property, including Permit information. Such contacts and information gathering may include, but will not be limited to, information identified in the “All Appropriate Inquiry” regulations promulgated by the U.S. Environmental Protection Agency in 40 C.F.R. Part 312, published at 70 Fed. Reg. 66107-113 (gNovember 1, 2005) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections regardless of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety effective date of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractthose regulations.

Inspection Period. Purchaser Tenant shall have one hundred twenty (120) days from the date Tenant receives a period fully executed original of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 this Lease (the "“Inspection Period"”) within as a due diligence period, during which to examine the Property and time Tenant shall be permitted to conduct all inspections and investigations necessary in order to determine if the Premises are acceptable to Tenant. Tenant, its feasibility study thereof. Seller agrees thatemployees, during agents or designees shall further have the Inspection Periodright of ingress and egress over and through the Premises for the purpose of inspection, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct appraising, soil and engineeringenvironmental testing, hazardous wastetesting for the drainage, marketingsurveying, feasibilitypreparing engineering or architectural drawings, zoning and any other studies or tests and activities reasonably necessary to otherwise determine assess the feasibility Premises, including the review of the Property for Purchaser's intended use; providedTitle Commitment, howeveras hereafter defined, that prior to conducting any invasive testing with respect to and the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund satisfactory completion of the Xxxxxxx Money Depositgovernmental permitting process (collectively, all as provided in said Section 5.2the “Inspections”). Seller agrees thatWithin five (5) business days following the date Tenant receives a fully executed original of this Lease (the “Document Delivery Date”), during the Inspection Period, Seller will allow Purchaser and Purchaser's agents Landlord shall make available to conduct interviews with the Tenants set forth Tenant copies of those items listed on Schedule 5.1 Exhibit B attached hereto and made a part hereof, which Landlord has in its possession or which it may be able to reasonably obtain (collectively, the “Landlord Deliverables”). Landlord acknowledges that the Landlord Deliverables are critical to Tenant’s Inspections, and as a result, the Inspection Period will be extended automatically one day for each day that the delivery of the Landlord Deliverables is delayed past the Document Delivery Date. Landlord shall cooperate with those certain Tenants which Purchaser notifies Seller in writing Tenant during the Inspection Period by responding, to the best of its knowledge, to all questions and inquiries made by Tenant relating to the Premises. In the event Tenant determines, for any reason whatsoever or for no reason at all, that Purchaser desires the Premises are not acceptable to conduct interviews and which Seller consents toTenant, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which Tenant may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) terminate this Lease prior to the expiration end of the Inspection Period, Purchaser by providing written notice of such termination to Landlord. If Tenant so terminates this Lease, all obligations of Landlord and Tenant hereunder shall restore immediately cease. Tenant shall have the Property right to extend the condition which existed prior Inspection Period for two thirty (30)-day periods, if necessary, to Purchaser's entry thereon enable Tenant to complete its Inspections. All issues and investigation thereof to contingencies shall be deemed waived at the extent the condition end of the Property was affected by Inspection Period, as may be extended. If Tenant does not terminate this Lease on or as a result before the end of the actions of Purchaser or its agentsInspection Period, contractors or representativesas extended, (c) Purchaser then this Lease shall notbecome fully effective. The “Effective Date,” as used herein, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in day immediately following the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason last day of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractInspection Period.

Inspection Period. Purchaser shall have a period of time commencing on from the Effective Date and expiring at of this Agreement until 5:00 p.m.p.m. Eastern Standard Time on December 19, Dallas, Texas time on June 17, 1998 1997 (hereinafter referred to as the "Inspection Period") within which to examine complete such environmental, title, economic and other due diligence investigations as Purchaser shall deem necessary or appropriate with regard to the Property and to conduct its feasibility study thereofProperty. Seller agrees that, during During the Inspection Period, Seller will allow Purchaser and Purchaser's agents access and employees shall have the reasonable right to enter upon the Real Property to conduct due diligence in a manner reasonably acceptable to Seller, and to make commercially reasonable inquiries of tenants, governmental authorities and others with potentially relevant information about the Property; but in any event, without disruption to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2Seller. Seller agrees that, during During the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only permitted to inspect and copy, in Asheville, North Carolina, the presence of one of Seller's representatives. Not withstanding Leases and the foregoing, (a) the costs Contracts and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior other pertinent information relating to the expiration Property. On or before 5:00 p.m. Eastern Standard Time on the last day of the Inspection Period, Purchaser shall restore have the Property right to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition terminate this Agreement if Purchaser determines that it is not satisfied with any of the Property was affected by or as a result results of the actions any of its due diligence investigation. The parties agree that for ease of administration of this Agreement, if Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, elects such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reasontermination, Purchaser shall deliver not be obligated to provide any written notice of same to Seller. This Agreement shall automatically terminate at 5:00 p.m. on the last day of the Inspection Period, if Purchaser has not notified Seller otherwise. If Purchaser does not elect to have this Agreement automatically terminate but desires to proceed to Closing, Purchaser shall provide written notice of same to Seller and Escrow Agent on or before 5:00 p.m. of the last day of the Inspection Period (which notice shall also serve as a descriptive listing of all tests, reports and inspections conducted notice by Purchaser with respect of Purchaser's acknowledgment that it has waived its right to a return of the Property and deliver copies thereof to Deposit if any of the representations made by Seller (excluding, however, any proprietary development or marketing materialsas set forth in Section 10.1(d), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1), (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property), and (gk) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.Agreement prove to be materially false). 6.2

Inspection Period. Purchaser shall have For a period of time commencing on forty-five (45) days from the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 Opening of Escrow (the "“Inspection Period") within which ”), Buyer shall have the right to examine review and satisfy itself that the legal, economic and physical aspects of the Property and the acquisition terms and conditions are satisfactory to conduct its feasibility study thereof. Seller agrees thatBuyer, during the Inspection Periodincluding, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineeringwithout limitation, hazardous wasteBuyer’s review of such audits, marketingmarketing studies, feasibilityappraisals, zoning and other studies environmental reports, inspections or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing investigations with respect to the Land Property and this transaction as Buyer deems necessary or Improvements, desirable in the exercise of its sole discretion. Buyer’s obligations hereunder shall be conditioned upon Buyer’s satisfaction with or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent waiver of such proposed testing) of its intent to conduct such tests matters, which satisfaction or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy waiver shall be in Buyer’s sole, absolute and nonreviewable discretion. Buyer shall have the right, exercisable by written notice delivered to terminate this Contract pursuant to Section 5.2 hereof Seller and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth Escrow Holder on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to or before the expiration of the Inspection Period, Purchaser to terminate the Escrow, in which event the Deposit and the Additional Deposit and all accrued and unpaid interest thereon shall restore immediately be refunded by Escrow Holder to Buyer as its sole and exclusive remedy (unless due to a default under this Agreement by Seller), and thereafter this Agreement and the Property to the condition which existed prior to Purchaser's entry thereon Escrow created pursuant hereto shall be deemed cancelled and investigation thereof neither party shall have any further rights or obligations hereunder, except as and to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract otherwise expressly herein provided. If Buyer does not close for any reasonso terminate this Agreement, Purchaser then Buyer shall deliver no longer have the right to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to terminate the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted Escrow pursuant to this Section 5.15; provided, however, that Buyer shall continue to have the right to inspect the Property until the Closing of Escrow. Within ten (f10) Purchaser days after the Opening of Escrow (and within ten [10] days after Seller obtains knowledge of the existence of any new information within the following categories), Seller shall give notice (which may be by telephone) deliver to Buyer such of the following as are in Seller’s possession or reasonably available to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property(collectively, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.“Seller’s Documents”):

Inspection Period. Purchaser Buyer shall have a the right during that period of time commencing on the Effective Date Date, and expiring at 5:00 p.m.continuing through and until 11:59 p.m. (Houston time) on December 22, Dallas, Texas time on June 17, 1998 2023 (the "“Inspection Period"”) within which to examine inspect the Property, including, without limitation, conducting any feasibility, marketing or other studies, and any physical and environmental testing and any other inspections Buyer deems to be necessary or desirable, and reviewing any building and use restrictions, zoning, other governmental approvals, the Existing Documents and any other matters Buyer deems necessary or desirable to determine whether, in Bxxxx’s sole and subjective judgment, the Property is suitable to Buyer. Notwithstanding anything herein to the contrary, in the event that the last day of the Inspection Period falls on a Friday, the Inspection Period shall automatically be extended to 11:59 p.m. Houston time, on the next business day. Buyer shall have the right, together with its employees, representatives, agents and vendors to enter upon the Property to conduct any and all such inspections, tests and investigations of the Property as Buyer may elect in its feasibility study thereofsole discretion. If Buyer determines prior to the expiration of the Inspection Period that the Property is suitable to Buyer, Buyer may send written notice of its approval (the “Notice of Continuation”) to Seller agrees that, during on or before the expiration of the Inspection Period, Seller will allow Purchaser in which case this Agreement shall continue in full force and Purchaser's agents access effect. In the event that Buyer (A) fails to deliver the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies Notice of Continuation on or tests and to otherwise determine before the feasibility expiration of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to Inspection Period this Agreement shall automatically terminate the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent day after expiration of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, or (B) after determining, in Buyer’s sole and absolute, subjective judgment and discretion, that the Property is not suitable to Buyer, terminates this Agreement, as provided herein, by written notice to Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) delivered prior to the expiration of the Inspection Period, Purchaser this Agreement shall terminate on the earlier of the date set forth in Buyer’s termination notice or upon the expiration of the Inspection Period and, upon such termination, the Title Company shall immediately return the Exxxxxx Money (except for the Independent Consideration) to Buyer, Buyer shall provide to Seller copies of any reports prepared by third parties for it concerning the Property, and, thereafter, the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive the termination hereof. Seller acknowledges and agrees that a Notice of Continuation from Buyer will not be effective unless signed by any one of the following individuals: Lxxxxx Xxxxxx, Bxxxx Xxxxxxx, Bxxxx Xxxxxxx or a licensed attorney representing Buyer. If the Property is materially altered or disturbed in any manner in connection with any of Buyer’s inspection activities under this section, Buyer shall promptly return the Property to substantially the same condition existing immediately prior to Buyer’s activities (provided, however, such obligation to restore the Property will be limited, as provided below, to the condition which existed prior to Purchaser's entry thereon only those items of damage or harm caused by Buyer or Buyer’s agents). Buyer shall also promptly pay all persons and investigation thereof to the extent the condition of the Property was affected entities that perform work by or as a result on behalf of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, Buyer in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser connection with respect Bxxxx’s activities related to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens claims to attach to be asserted against the Property by reason of the performance of as a result thereof, provided, however, if any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto liens are asserted against the Property (whether or not the same are meritorious), Buyer shall have the same removed or bonded over within no more than twenty (20) calendar days after receiving notice thereof. Buyer shall indemnify and shall permit hold harmless Seller to have a representative present during all investigations and inspections conducted with respect to the Propertyits respective shareholders, members, and (g) Purchaser shall take all reasonable actions partners, their respective officers, directors, employees, and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Propertyagents, and all equipmentof their respective successors and assigns (collectively, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of “Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (iParties”) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and costs, damages or expenses (of any kind, including, without limitation, reasonable attorneys' ’ fees) incident to, resulting incurred or suffered by the Seller Parties to the extent the same directly result from any of the Buyer’s activities with respect to the Property under this section. Notwithstanding anything herein to the contrary, Buyer’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or in any way arising out relating to (1) the negligent acts, the omissions, or the willful misconduct of any of Purchaser's and its agents'the Seller Parties or their invitees, contractors' and representatives' activities on or (2) the Propertypresence of any latent defects or Hazardous Substance (as defined below) discovered on, includingunder or through the Property not created or negligently exacerbated by Buyer, without limitation, and/or the disclosure of any tests such latent defects or inspections conducted by Purchaser or its agents, contractors or representatives on the PropertyHazardous Substances. The agreements contained in Buyer’s obligations under this Section 5.1 section shall survive the Closing and not be merged therein and shall also survive any termination of this ContractAgreement.

Inspection Period. Purchaser The Buyer shall have the right for a period of time commencing on seventy-five (75) days (inspection period) after execution hereof by all parties to determine if the Effective Date property is suitable for Buyer's intended use, which determination shall be made in Buyer's sole discretion. The buyer's rights include but are not limited to verifying appropriate zoning, road access, wetland issues, environmental study, verification of water and expiring at 5:00 p.m.sewer, Dallascompaction test, Texas time on June 17, 1998 (and approval by the "Inspection Period") within which Board of Directors of the Buyer. The Seller herein grants Buyer or its representatives a right of access to examine inspect the Property real property and all improvements thereon and to conduct its feasibility study thereoftests thereon. Buyer shall indemnify the Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access as to any damages it may incur to the Property during normal business hours property. Buyer shall notify Seller by letter prior to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility end of the Property for Purchaser's intended use; providedinspection period whether Buyer elects to terminate the Contract or proceed to close. If Buyer elects to close on the property, the $10,000 earnxxx xxxey deposit shall become non-refundable, excepting Buyer not receiving OCC approval. Said earnxxx xxxey shall, however, that be applicable to the purchase price at closing. The closing shall occur within seventy-five (75) days following the expiration of the inspection period. If buyer elects not to close and provides written notification as stated above prior to conducting any invasive testing the end of the inspection period, then the Buyer shall be entitled to the return of the earnxxx xxxey deposit. OCC APPROVAL - Provided Buyer elects to close on the property and provides written notification to Seller with the seventy-five (75) day Inspection Period to submit the necessary documents and receive the required approvals for the operation of a banking facility from the Office of Comptroller of the Current (OCC) and close on the subject property. 2 Seller and Buyer expressly acknowledge that the Real Estate Broker, The Keenxx Xxxpany, Inc. has not made an independent investigation or determination with respect to the Land existence or Improvementsnonexistence of asbestos, PCB transformers or other toxic, hazardous or contaminated substances, and/or underground tanks in, on, or any tests about the property. Any such investigation or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy determination shall be to terminate this Contract pursuant to Section 5.2 hereof the responsibility of Seller and/or Buyer; and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent Broker shall not be unreasonably withheldheld responsible therefore. This paragraph shall survive the closing and shall not be merged with or into delivery of the warranty deed or other closing documents. The Seller hereby covenants and agrees to convey the above described property to the Buyer, his heirs and assigns in fee by proper deed, with covenant of general warranty, free from all defects and encumbrances, except such as are herein agreed to be assumed. Seller shall pay for preparation of deed and for all statutory deed recording fees. The above described property shall be conveyed subject to applicable zoning ordinances and valid recorded easements, restrictions and covenants provided that the foregoing do not make the title unmarketable or prohibit Buyer from using the property for such interviews shall take place during normal business hours after reasonable notice (purpose, if any, which may be by telephone) specified under Special Conditions hereinbelow. Upon tender of such deed at the time below provided, the Buyer agrees to Sellercomply fully with the terms of this Agreement. Upon failure of the Buyer to comply with the terms of this Agreement, within the stipulated time, the Seller and the Keenxx Xxxpany to have the right to retain the amount this day paid, said amount to be divided equally between Seller and The Keenxx Xxxpany, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of enforce the performance of any work or the purchase of any materials this Agreement according to law. The earnxxx xxxey paid under this Agreements hall be held by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1The Keenxx Xxxpany, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Propertyas Trustee, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, settlement and all equipmentpayments under this Agreement shall be made through the said The Keenxx Xxxpany. The Keenxx Xxxpany, materials and substances generatedInc., used does not guarantee payment of check or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other personschecks accepted as earnxxx xxxey. All information made available by Seller taxes, rents, water rents, paving assessments and interest to Purchaser in accordance with be prorated to date of completion of sale. Hazard insurance to be prorated or cancelled at the option of Buyer. This sale and purchase to be completed on or before the 1st day of October, 1998. This Agreement is binding upon ourselves, our heirs, executors, administrators, successors or assigns. It is understood that this Contract or obtained by Purchaser in written Agreement constitutes the course of its investigations shall be treated as confidential information by Purchaser, and, prior to entire contract between the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contracthereto.

Inspection Period. Upon the execution of this Agreement, Seller shall deliver to Purchaser shall have a period copies of time commencing on the survey and title information described in Section 5 above, any environmental studies or reports, and any engineering plans and related reports or studies, and all service contracts and agreements in Seller's possession relative to the Real Property. The Purchaser, at Purchaser’s sole expense, personally or through agents, employees, or contractors, may go upon the Real Property upon request following the Effective Date of this Agreement and expiring at 5:00 p.m.through the date of Closing, Dallasto inspect the Real Property, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies soil, engineering, environmental, "wetlands" and other tests, investigations and analyses of the Real Property as Purchaser deems appropriate. The Seller may, in its hereby agrees to cooperate fully with the Purchaser so as to allow the Purchaser the reasonable discretion, refuse opportunity to approve inspect the Real Property and any such tests or studies, in which event other information respecting the Real Property. In connection with Purchaser's sole remedy review and inspection of the Real Property, Purchaser will provide to Seller copies of all surveys, plans, zoning submission materials, and inspection reports, upon Seller’s request. The Purchaser shall pay all of its costs incurred in making such surveys, inspections, tests, analyses and investigations, and Purchaser, at its own expense, shall be responsible for the repair of any damages to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be Real Property incurred by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses reason of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration inspection of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Real Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller entirely harmless forfrom any cost, expense, liability or obligation resulting from and against any and all claimsphysical injury, liabilitiesproperty damage, causes of action, damages, mechanics' or materialmen's liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of caused by Purchaser's and its agents'entry upon the Real Property pursuant to this section. Notwithstanding any other provision of this Agreement, contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 foregoing indemnity shall survive the Closing and not be merged therein and shall also survive any expiration or termination of this ContractAgreement for any reason whatsoever. On or before the expiration of the time period ending thirty (30) days following the Effective Date (the “Inspection Period”), Purchaser shall have the right to terminate this Agreement by delivery of written notice to Seller and Escrow Agent. Unless Seller and Escrow Agent receive express written instructions from Purchaser on or before the expiration of the Inspection Period that it is exercising its right to terminate the Agreement, Purchaser shall be deemed to have not terminated this Agreement. If Purchaser does give such notice of termination, the Escrow Agent shall refund the Xxxxxxx Money to Purchaser. The parties hereunder shall have no further rights, duties or obligations under this Agreement, except for such rights, duties or obligations as are expressly stated herein to survive a termination of this Agreement.

Inspection Period. Purchaser shall have a period of time commencing on the Effective Date and expiring BUYER may, at BUYER’s expense, until 5:00 p.m., Dallason 307 (date) or days (30 days, Texas time on June 17, 1998 if left blank) after date of 308 acceptance of this Agreement (the "Inspection Period") within which perform such due diligence on, investigate and 309 inspect the Property, to examine determine whether or not the Property same is satisfactory to BUYER, in BUYER’s sole 310 and to conduct its feasibility study thereofabsolute discretion. Seller agrees that, during During the Inspection Period, Seller BUYER may conduct such tests and inspections 311 as BUYER may desire including, but not limited to, appraisals of the Property, title and survey 312 examination, soil testings and/or borings, permitting, municipal lien searches, site plan and other 313 determinations, for BUYER’s intended or potential use of the Property. During such Inspection Period, 314 BUYER will allow Purchaser and Purchaser's agents be provided access to the Property during normal business hours to, among other things, inspect the Property, determine 315 the condition thereof, verify zoning, conduct engineering and environmental studies, feasibility tests, 316 determine use under zoning or the proposed comprehensive land use plan, test for hazardous 317 materials, and to conduct soil and engineeringdetermine the availability of water, hazardous wastesewer, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of utilities. 318 If BUYER determines, in BUYER's sole discretion, that the Property for Purchaser's intended use; providedis not acceptable to BUYER, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) then 319 prior to the expiration of the Inspection Period, Purchaser BUYER may give written notice of BUYER’s election to 320 terminate this Agreement, in which event the deposit(s) shall be returned to the BUYER and the parties 321 hereto shall be discharged from their obligations hereunder except as provided in this paragraph 14. 322 If this transaction does not close for any reason whatsoever, BUYER shall be responsible to restore 323 the Property to its original condition. Promptly upon the completion of any inspection, examination or 324 test, BUYER shall restore the Property to the condition which existed prior its former condition. 325 Prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agentsclosing, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser BUYER shall not permit any mechanic's or materialman's liens or any other liens to attach to be placed on the Property by reason arising from any action 326 of the performance of BUYER and if any work or the purchase of any materials by Purchaser or any other party such liens are placed on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, BUYER shall promptly remove such liens 327 by payment or bonding no later than the earlier of: (i) 10 days after demand thereof by SELLER; or (ii) 328 date of closing; or (iii) termination of this Agreement. 329 BUYER shall not engage in any activity on the Property other than inspections prior to closing (which 330 inspection rights shall be from the date of this Agreement to the earlier of: (i) closing or (ii) termination 331 of this Agreement even though the Inspection Period may have expired) without the prior written 332 consent of SELLER. BUYER and (gits employees, agents and contractors shall enter upon the Property 333 at their own risk and SELLER shall not be liable in any way for damages or acts suffered by such 334 parties. 335 Upon expiration of the Inspection Period, if BUYER has not terminated this Agreement, the deposit(s) Purchaser 336 shall take all reasonable actions become NON-REFUNDABLE and, if BUYER fails to close for any reason other than SELLER’s 337 default or SELLER’s inability to perform, the deposit(s) shall be retained by SELLER as liquidated 338 damages and implement all protections necessary will be distributed pursuant to ensure that all actions taken in connection with the investigations terms of the listing agreement and inspections this Agreement. 339 BUYER hereby agrees to defend, indemnify and hold SELLER harmless against any claims, costs, 340 damages, or liability arising out of BUYER’s inspection/investigation of the Property, including costs 341 and reasonable attorney’s fees. BUYER agrees to defend, indemnify and hold SELLER harmless from 342 and against all equipment, materials and substances generated, used or brought onto liens on the Property pose no filed by contractors, material threat to the safety of persons suppliers, or the environment laborers performing 343 work and cause no damage to the Property or other property of Seller or other personstests for BUYER. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend The indemnification and hold Seller harmless for, from and against any and all claims, liabilities, causes provisions of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 paragraph shall survive the Closing and not be merged therein and shall also 344 survive any termination of this ContractAgreement. 345 (B) Access: SELLER will make the Property available for inspections and investigations during the time 346 provided for inspections and investigations in this paragraph, and, if not, the time for inspections and 347 investigations will be extended by the time access was denied.

Inspection Period. Purchaser shall have a period of time commencing on thirty (30) days following the Effective Date and expiring at 5:00 p.m.Date, Dallas, Texas time on June 17, 1998 as such term is defined hereinbelow (the "Inspection Period") within which to examine conduct such inspections on or of the Property as Purchaser deems necessary, including, without limitation, a non- invasive environmental audit. If the expiration of the Inspection Period falls on a Saturday, Sunday or legal holiday, then the Inspection Period shall expire at 5:00 P.M. on the immediately following business day. Seller shall provide to Purchaser and its agents access for all inspections which Purchaser desires to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period. In connection with such inspection, and despite any limitation of liability hereinafter described, Purchaser agrees to indemnify and hold harmless Seller will allow and Seller’s commissioners, officers, directors, partners, principals, members, employees, agents, contractors, attorneys, accountants, consultants and any successors or assigns of the foregoing, (collectively with Seller, the “Indemnified Parties”) from and against any and all costs, damages, liens or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by any of the Indemnified Parties, that derives from Purchaser’s and/or its representatives’ access to, or inspection of the Property, or any tests, inspections or other due diligence conducted pursuant to this Agreement; additionally, the right of third parties to enter the Property on behalf of the Purchaser to assist with due diligence (e.g., surveyors, environmental inspectors, contractors) shall be subject to Purchaser’s prior delivery to Seller of an insurance binder, certificate or other documentation reasonably satisfactory to Seller, evidencing the fact that said third party has liability insurance coverage (an XXXXX form certificate of insurance issued by or on behalf of an insurance company authorized to do business in the State of Florida) for the Property, naming Seller as an additional insured, in an amount reasonably acceptable to Seller; (ii) to restore the Property to DocuSign Envelope ID: F2821A53-EEC5-4046-8225-DAAA61FBF286 substantially the same condition as existed prior to such investigation; and (iii) not to disclose, prior to Closing, the result of any such investigation to any person other than Purchaser's agents access potential investors, consultants, lenders, agents, or professional advisors unless required to the Property do so by applicable law (but in such case only after written notice to Seller) or judicial proceeding. All inspections shall be conducted during normal business hours with reasonable prior written notice to conduct soil Seller as provided herein, and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and Seller shall have the right to otherwise determine the feasibility have one of Seller’s representatives present at any on-site inspections. All inspections of the Property for shall be conducted in such a manner as to avoid any interference with any business operations on the Property. Purchaser agrees not to contact any employees of Seller without the permission of Seller. Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable sole discretion, refuse may elect to approve cancel this Agreement for any such tests reason whatsoever or studiesno reason at all, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of by notifying the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents towriting, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser of Purchaser’s election to cancel the Agreement. In the event of a cancellation, the Deposit paid hereunder shall restore the Property be returned to the condition which existed Purchaser and neither party shall have a claim against the other hereunder, except with respect to those obligations, indemnities and liabilities which, under the express provisions of this Agreement, to survive the termination of this Agreement. If Purchaser fails to exercise its right to cancel as provided for herein prior to the expiration of the Inspection Period, then the Purchaser's entry thereon unilateral right to cancel this Agreement and investigation thereof right receive a full refund of the Deposit shall terminate and thereafter the Deposit shall be nonrefundable to the Purchaser, except as otherwise provided herein. A failure by Purchaser to timely deliver the written cancellation notice described above shall be deemed an election by Purchaser to proceed with this Agreement. To facilitate and assist Purchaser with its investigations, unless an earlier delivery date is set forth above, Seller shall deliver to Purchaser true and complete copies of the following items, to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, same are in Seller's reasonable opinion’s actual possession, materially interfere, interrupt or disrupt within three (3) business days following the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.Effective Date:

Inspection Period. 5.01 Purchaser shall have a period of time commencing on sixty (60) days from the Effective Date and expiring at 5:00 p.m.Date, Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and ), to conduct its engineering, feasibility study thereofand such other studies and investigations concerning the property being acquired as it desires (the “Investigation Period”). Seller agrees that, during During the Inspection Investigation Period, Seller will allow Purchaser and Purchaser's agents shall be provided with full access to the Property during normal business hours to conduct as deemed necessary by the inspecting party. Purchaser and/or its designated agents may enter upon the applicable property for the purpose of soil analysis, core drilling, structural examination and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvementstests, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or other studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof tests, examinations and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (investigations which may be by telephone) deemed necessary. During the Investigation Period the parties agree to Sellercooperate fully with one another in order that each may obtain copies of all documents pertaining to the property being acquired, including, but not limited to, plats, site plans, surveys, permits, licenses, approvals, and such interviews shall be conducted only environmental reports. If for any reason, or no reason, Purchaser determines during the Investigation Period (in its sole discretion) that it does not desire to proceed with the presence of one of Seller's representatives. Not withstanding transaction (the foregoing“Terminating Party”), (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to then no later than the expiration of the Inspection Investigation Period, the Terminating Party shall notify the other party that it has elected not to proceed and desires to terminate this Agreement, and the parties shall be relieved of all liability under this Agreement. If Purchaser fails to provide to Seller notice that it has elected not to proceed on or before 5:00 p.m. on the last day of the Investigation Period, then Purchaser shall be deemed to have elected to proceed and shall have no further right to terminate this Agreement under this Section. In the event this Agreement fails to close for any reason, to the extent Purchaser’s inspections resulted in alterations of the Property, Purchaser shall restore the Property property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, existing prior to the purchase of inspections. To the Property extent permitted by PurchaserFlorida law, Purchaser shall use its best efforts agrees to prevent its agents indemnify and employees hold the Seller harmless against any property damage or personal injury or claim of lien against resulting from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated activities permitted by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses Section (including, without limitation, reasonable attorneys' fees) incident to’ fees and expenses paid or incurred by the other party during litigation, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on if any). Liability under the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 foregoing indemnity shall survive the Closing and not be merged therein and shall also survive any termination of this ContractAgreement.

Inspection Period. 5.1.1 Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., DallasCary, Texas North Carolina time on June 17, 1998 the thirtieth (30th) day thereafter (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereofstudy. Seller agrees that, during During the Inspection Period, Seller will shall allow Purchaser and Purchaser's agents access to the Property during normal business hours to (i) conduct soil and engineering, hazardous wastewaste (including asbestos and formaldehyde), marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for PurchaserPurchasers intended use and (ii) review and/or photocopy at Property Manager's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place office during normal business hours after reasonable notice (which may be by telephone) to Sellerhours, all Tenant leases, lease amendments, improvement agreements, and such interviews shall be conducted only in any other currently effective agreements relating to the presence use or occupancy ownership, repair, maintenance or operation of one of Seller's representativesthe Property, which documents Property Manager will make available to Purchaser for this purpose. Not withstanding Notwithstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore any damage to the Property caused by Purchaser or its agents to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representativesthereof, (c) Purchaser shall not, in Seller's reasonable opinion, materially interferenot unreasonably interfere with, interrupt or disrupt the operation of Seller's business on the Property andProperty, further, and such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf its agents in connection with any studies or tests conducted pursuant to this Section SECTION 5.1, (fe) Purchaser shall have the right to enter vacant units and, with the consent of the respective tenants, leased units, provided that Purchaser shall give notice (which may be by telephone) to Seller a reasonable time forty-eight (48) hours prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (gf) Purchaser shall take all reasonable actions and implement all reasonable protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property in the course of such investigations and inspections pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser Purchaser, at Purchaser's sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Subject Property for a period of time commencing on the Effective Date date of execution of this Contract and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 one hundred twenty (120) days thereafter (the "Inspection Period") within which to examine the Property and ). Along with its right to conduct its feasibility the aforementioned studies, Purchaser shall also have the obligation to have performed and completed a study thereof. Seller agrees that, of the hydrogeology of the Subject Property ("Hydrogeology Study") during the Inspection Period, Seller will allow Purchaser and . Purchaser's duly authorized agents access or representatives shall be permitted to enter upon the Subject Property at all reasonable times during normal business hours the Inspection Period in order to conduct engineering studies, soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and any other inspections and/or tests that Purchaser may deem necessary or advisable. Purchaser further agrees to otherwise determine the feasibility indemnify and hold Seller harmless from any claims or damages, including reasonable attorneys' fees, resulting from Purchaser's inspection of the Property for Purchaser's intended use; providedSubject Property. In the event that the review and/or inspection conducted by this paragraph shows any fact, however, that prior matter or condition to conducting any invasive testing exist with respect to the Land or Improvements, or any tests or studies which could cause any damage Subject Property that is unacceptable to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayPurchaser, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy discretion, or if for any reason Purchaser determines that purchase of the Subject Property is not feasible, then Purchaser shall be entitled, as Purchaser's sole remedy, to terminate cancel this Contract pursuant by providing written notice of cancellation to Section 5.2 hereof and receive a refund Seller prior to the expiration of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow . If Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable provide written notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) cancellation prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents then this Contract shall be subject cancelled, all xxxxxxx money (less $100.00) shall be immediately returned to Purchaser by the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reasonTitle Company, Purchaser shall deliver submit the completed Hydrogeology Study to Seller a descriptive listing of all testsfor Seller's purposes, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to thereafter neither Seller (excluding, however, any proprietary development or marketing materials), (e) nor Purchaser shall not permit have any mechanic's or materialman's liens or any other liens to attach to continuing obligations one unto the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractother.

Inspection Period. Purchaser (a) Seller shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow permit Purchaser and Purchaser's its authorized agents access and representatives to enter upon the Real Property at all reasonable times and during normal business hours to inspect and conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or any tests and to otherwise determine the feasibility Purchaser deems reasonably necessary in connection with its inspection of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to Property. In the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents toany intrusive or destructive testing, such tests shall be conducted only upon request for approval in writing to Seller, which consent approval shall not be unreasonably withheld, provided that such interviews . Purchaser shall take place during normal business hours after reasonable notice (which may be by telephone) to notify Seller, and such interviews shall be conducted only orally or in writing, of its intention, or the presence intention of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors agents or representatives, to enter the Real Property at least twenty-four (c24) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, hours prior to such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, intended entry (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time 48 hours prior to entry onto into tenanted portions of the Property Property). Purchaser shall bear the cost of all its inspections and shall permit Seller tests. It is understood that Purchaser intends to have conduct, among other tests and studies, an environmental audit, physical tests and inspections, including soils and geotechnical testing of the Real Property, a representative present during all investigations survey thereof and inspections conducted reasonable and appropriate testing and evaluation of the Improvements and structural components therein. Purchaser also intends to review existing environmental reports and studies, soils and/or geotechnical reports and assessments (special or otherwise) and statements, zoning and land use, ad valorem and personal property tax bills, notices or correspondence from governmental entities with respect to the Property, and books, records, files, leases and related items relating exclusively to the Property (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection collectively, with the investigations remaining items made available pursuant to this Section 3.1, the “Documents”), if any, which are in Seller’s possession or in the possession of Seller’s property manager or readily available to Seller. Seller agrees to provide to Purchaser, simultaneously with the execution of this Agreement, the most recently issued Owner’s or Lender’s title insurance policy in Seller’s possession for the Property issued by a national title insurance company, together with complete and inspections legible copies of all documents referenced therein and current as-built surveys and legal descriptions of the Property in insurable form. Seller agrees to provide or otherwise make available to Purchaser at the Property, and all equipmentwithin five (5) days following the Effective Date, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons extent the same are within Seller’s possession or control, the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.following Documents:

Inspection Period. Purchaser Buyer shall have a an inspection period of time commencing on (“Inspection Period”) beginning the day after the Effective Date of this Agreement and expiring ending one hundred twenty (120) days thereafter at 5:00 p.m.p.m. E.S.T. on 2019, Dallasto make on-sight inspection, Texas time on June 17cause the Subdivsion Plat to be prepared, 1998 perform an environmental review, and all such other matters in Buyer’s discretion as reasonable to determine whether the Property is suitable for Buyer’s intended use (the "Inspection Period") within which to examine the Property “Permitted Activities”). All Permitted Activities and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property or the Excluded Property shall require the prior consent of SCE&G, and SCE&G’s representative shall have the right to be present during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies any period of time that Buyer or tests and to otherwise determine the feasibility of its agents are present on the Property for Purchaser's intended use; providedor Excluded Property. Buyer shall share any and all reports generated during the Inspection Period with SCE&G by forwarding a copy of same to Xxx Xxx at the address in Section 18 – Notices below. With the exception of Title Defects addressed in Section 11 herein, however, that prior to conducting any invasive testing with respect to Buyer shall have the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayright, in its reasonable sole discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof the Agreement during the Inspection Period for any reason and receive a refund of the Xxxxxxx Money Deposit, all as provided by providing SCE&G written notice of its intent to terminate in said accordance with Section 5.218 herein. Seller agrees that, If Buyer does not give written notice to terminate during the Inspection Periodperiod, Seller Buyer will allow Purchaser and Purchaser's agents be deemed to conduct interviews with have consented to purchase the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, Property; however, any proprietary development BUYER WILL WAIVE THE RIGHT TO OBJECT TO ANY MATTER – INCLUDING MATTERS CONCERNING TITLE OR ENVIRONMENTAL CONDITION – AS TO WHICH BUYER DID NOT SPECIFICALLY ADVISE SCE&G OF IN WRITING IN ACCORDANCE WITH SECTION 18 HEREOF DURING THE REQUIRED TIME PERIODS SET FORTH HEREIN DURING THE INSPECTION PERIOD. Buyer agrees to indemnify and save SCE&G, its employees, agents or marketing materials)contractors, (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all liability, damage, expense, claims, liabilitiesliens or judgments, causes including reasonable attorneys’ fees, resulting from injury to person or damage to property resulting from or arising out of actionthe activities of Buyer, damagesits agents, liensemployees, lossescontractors, costs and expenses (includingor invitees, upon the Property or any property surrounding the Property, including without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the PropertyPermitted Activities. The agreements contained in this Section 5.1 This indemnification obligation shall survive the Closing and not be merged therein and shall also survive any expiration or termination of this ContractAgreement.

Inspection Period. The obligation of Purchaser to purchase Parcel A is subject to the condition that Purchaser, in its sole and absolute discretion, shall have approved the Parcel A for purchase, including, but not limited to, soil tests, engineering reports, environmental reports, zoning and the feasibility of Purchaser's contemplated use of Parcel A (the “Inspection Contingency”). This Inspection Contingency shall be satisfied or waived by Purchaser, or this Agreement terminated by Purchaser, no later than the end of the Inspection Period. The “Inspection Period” is that period beginning on the Execution Date and ending at 5:00 p.m. Central Time on the ninetieth (90th) day after such date (the “Inspection Period End Date”). Purchaser may at any time on or before Inspection Period End Date, do one of the following: (i) send notice of acceptance to the Seller (the “Inspection Waiver”); or (ii) terminate this Agreement by sending written notice to Seller (the “Inspection Termination Notice”). If Purchaser fails to timely send an Inspection Waiver or Inspection Termination Notice by the Inspection Period End Date, Purchaser shall be deemed (a “Deemed Issuance”) to have irrevocably sent an Inspection Waiver. Upon issuance of the Inspection Termination Notice contemplated herein, the Xxxxxxx Money will be returned to Purchaser, and Seller and Purchaser shall have a period no further rights and obligations hereunder except those which expressly survive termination of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "this Agreement. If Purchaser delivers an Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or ImprovementsWaiver, or any tests or studies which could cause any damage to the Land or Improvementsa Deemed Issuance occurs, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be have no further right to terminate this Contract the Agreement pursuant to this Section 5.2 hereof 2.7.1, and receive a refund TEN THOUSAND AND NO/100THS DOLLARS of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during (the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the “Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent Charge”) shall not be unreasonably withheld, become nonrefundable except as otherwise provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractherein.

Inspection Period. Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., DallasBrooksville, Texas Florida time on June 17, 1998 the forty-fifth (45"') day thereafter (the "Inspection Period") ), within which to examine the Property and to conduct its feasibility study thereofof the Property. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding Notwithstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially not unreasonably interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials)Seller, (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All This Contract, the terms and conditions of this Contract, and all information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agentsengineers. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the PropertyProperty (whether before, on or after the Effective Date), including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., DallasOlympia, Texas Washington, time on June 17, 1998 the sixtieth (60th) day thereafter (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. The Inspection Period shall be inclusive of the Effective Date. Seller agrees that, during the Inspection Period, Seller will allow provide Purchaser and Purchaser's agents access to any of Seller's books and records regarding the Property (which shall not include partnership data or materials relating to partnership issues) which are located at Seller's offices in Federal Way, Washington, and to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; . From and after the Effective Date, Seller will permit Purchaser to contact Tenants, provided, however, that (i) Purchaser shall give Seller advance notice prior to conducting any invasive testing with respect to contacting Tenants, (ii) Seller shall have the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse right to approve any such tests or studiescorrespondence to any Tenants, in which event Purchaser's sole remedy (iii) Seller shall be provided with all correspondence and information from Tenants to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain (iv) Purchaser covenants not to disrupt Tenants which Purchaser notifies Seller in writing during or the Inspection Period that Purchaser desires business operations of any Tenants (other than to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representativesa de minimis extent. Not withstanding Notwithstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially not interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and and, if Seller pays Purchaser the cost of preparation of such reports, will deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials)Seller, (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any unrelated third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agentsengineers. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' contractors and representatives' representatives activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property; provided, that Purchaser shall not be obligated to Seller for any economic losses suffered by Seller solely as a result of Purchaser's discovery of pre-existing conditions on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.. 5.2

Inspection Period. Purchaser shall have a period Buyer acknowledges and agrees that it has conducted an inspection of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and agrees to conduct deliver to Seller its feasibility study thereof. Seller agrees that, during the Preliminary Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies Report or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be election to terminate this Contract pursuant Agreement on or before July 18, 2002. In the event Buyer elects to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, furtherterminate this Agreement, such access by Purchaser and/or its agents termination shall be subject to the rights provisions of Tenants SECTION 2.2.1, the Earnest Money shall be returned to Buyer and the Parties shall haxx xx xurther obligation to each other under Tenant Leasesthis Agreement, other than the Buyer's Inspection Obligations (d) defined in SECTION 7.6), which shall continue until fully performed. In the event Buyer fails to deliver the transaction contemplated by Preliminary Inspection Report or Buyer's election to terminate this Contract does not close for any reason, Purchaser shall deliver Agreement to Seller a descriptive listing of all testson or before July 18, reports and inspections conducted by Purchaser with respect to 2002, this Agreement shall terminate, the Property and deliver copies thereof Earnest Money shall be paid to Seller and the Parties shall have xx xxxxher obligation to each other under this Agreement, other than the Buyer's Inspection Obligations (excluding, however, any proprietary development or marketing materialsdefined in SECTION 7.6), which shall continue until fully performed. The Inspection Period shall end on the date that the Parties execute the Final Inspection Report. During the Inspection Period, Buyer will, as it deems appropriate: (ei) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or acquire such Land Suitability Studies (as herein defined); (ii) conduct physical inspections, examinations and tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, ; (iii) examine the Books and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase Records of the Property by Purchaser, Purchaser shall use its best efforts Seller applicable to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitationbut not limited to the Tenant Leases, any tests or inspections conducted by Purchaser or its agentsthe Mortgage, contractors or representatives on depreciation schedules, tax returns, capital budgets and other accounting, tax and operational information; (iv) review the current and future state of utilities and other services to the Property; (v) review current governmental approvals; (vi) if required by Buyer, conduct an Audit (as herein defined) of Seller and the Property; (vii) perform such other due diligence activities as reasonably determined by Buyer. The agreements contained in this Section 5.1 shall survive Buyer agrees that it will use its good faith efforts, subject to the Closing and not be merged therein and shall also survive any termination provisions of this ContractARTICLE 7, to notify Seller during the course of the Inspection Period of any matters which come to the attention of Buyer that Buyer reasonably anticipates including in its Preliminary Inspection Report (as herein defined). Seller acknowledges and agrees that it will use its good faith efforts, subject to the provisions of this ARTICLE 7, to cooperate with Buyer in its efforts to conduct a complete and thorough due diligence review of the Property.

Inspection Period. It is agreed that Purchaser’s obligations hereunder are conditioned upon Purchaser shall have a being satisfied, at Purchaser’s sole cost and expense, prior to the expiry of the period of time commencing on the Effective Date and expiring at 5:00 p.m.sixty (60) days following the later of: (i) the Effective Date, Dallas, Texas time on June 17, 1998 and (ii) the lifting of the Ontario provincial and applicable municipal (within the jurisdiction where the Property is located) legislated declarations of emergency and related emergency orders imposed in respect of the COVID-19 pandemic (the "“Inspection Period") within which to examine ”), with the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility condition of the Property for the construction, development and operation of Purchaser's ’s intended use; provided, however, that prior improvements. Should Purchaser fail to conducting any invasive testing be satisfied with respect to the Land or Improvements, or any tests or studies which could cause any damage to condition of the Land or ImprovementsProperty, Purchaser must advise may elect, by delivery of written notice to Seller in writing (which notice shall state in reasonable detail on or before the nature and extent expiration of such proposed testing) of its intent to conduct such tests or studies and Seller maythe Initial Inspection Period, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract Agreement, whereupon the Initial Deposit shall be refunded to Purchaser (after deducting the Review Fee) and this Agreement shall be null and void and of no further force or effect with Purchaser and Seller having no further rights, obligations or liabilities hereunder except as otherwise set forth herein. If Purchaser elects to terminate this Agreement pursuant to this Section 5.2 hereof and receive a refund 7(a), Purchaser shall immediately deliver to Seller all Confidential Information (such obligation to survive the termination of the Xxxxxxx Money Deposit, all as provided in said this Agreement). If Purchaser does not terminate this Agreement pursuant to this Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b7(a) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent be deemed satisfied with the condition of the Property was affected and the Initial Deposit shall be non-refundable to Purchaser except upon a termination of this Agreement due to a default by Seller or as a result of otherwise specifically provided herein. Notwithstanding the actions of Purchaser or its agentsforegoing paragraph (a) above, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by Ontario provincial and relevant municipal legislated declarations of emergency and related emergency orders imposed in respect of the COVID-19 pandemic have not been lifted on or before March 8, 2021, unless each of Seller and Purchaser agree otherwise in writing, this Contract does not close for Agreement shall automatically terminate, whereupon the Initial Deposit shall be refunded to Purchaser (without deducting any reasonReview Fee) and this Agreement shall be null and void and of no further force or effect with Purchaser and Seller having no further rights, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect obligations or liabilities hereunder except as otherwise set forth herein. Notwithstanding anything herein to the Property contrary, until the Ontario provincial and deliver copies thereof relevant municipal legislated declarations of emergency and related emergency orders imposed in respect of the COVID-19 pandemic have been lifted, Seller and Seller’s Solicitors shall have no obligation to Seller (excludingreview or approve any plans, howeversurveys, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens applications or any other liens documents or submissions whatsoever or respond to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, Title Objection Notice (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Propertyhereinafter defined), and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Propertyperiods provided herein for any such reviews, and all equipmentapprovals, materials and substances generated, used responses or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available related notifications by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractcommence.

Inspection Period. 19.1 Purchaser’s Inspections. Purchaser may until 5:00 p.m. Eastern Standard Time (USA) on June 8, 2006 (the “Inspection Period”), at Purchaser’s sole cost and expense to: (i) perform all engineering studies and inspections with respect to the Real Property to determine the Property’s physical condition, (ii) perform all non-invasive environmental auditing, engineering and testing on the Property as Purchaser shall have a period of time commencing reasonably require to satisfy Purchaser that no unacceptable environmental condition exists on the Effective Date Property, (iii) satisfy itself as to the location of utilities and expiring at 5:00 p.m.utility connection fees which may be necessary for Purchaser’s intended use of the Property, Dallas(iv) conduct all other reviews and inspections which Purchaser deems reasonably necessary to determine the Property’s suitability for Purchaser’s proposed use. To facilitate Purchaser’s investigation, Texas time Seller has delivered to Purchaser and Purchaser acknowledges receipt of all environmental reports listed on June 17Exhibit L, 1998 all engineering reports, building plans, copies of all Development Materials, within Seller’s actual possession (collectively, the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof“Review Materials”). Seller agrees that, during does not warrant the accuracy of the information contained in the Review Materials. Purchaser acknowledges receipt of the environmental reports listed in Exhibit L. During the Inspection Period, Purchaser shall review all Service Contracts provided by Seller. Purchaser shall notify Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection PeriodPeriod of those Service Contracts, if any, that it approves. All Service Contracts that Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall does not, in Seller's reasonable opinionits sole and absolute discretion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents so approve shall be subject deemed disapproved, and Seller shall, at Seller’s expense, terminate such disapproved Service Contracts with the termination to be effective not later than the rights of Tenants under Tenant LeasesClosing Date. In all events, (d) the property management agreement in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted effect with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary along with any Service Contract that is not delivered to ensure that all actions taken in connection with the investigations and inspections of the PropertyPurchaser, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information deemed to be disapproved by Purchaser, andand Seller shall, prior to the purchase of the Property by Purchaserat Seller’s expense, Purchaser shall use its best efforts to prevent its agents terminate such property management agreement and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other undelivered Service Contracts effective not later than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractDate.

Inspection Period. Purchaser OSREC’s “Due Diligence Period” shall have a be the period of time commencing on the Effective Date and expiring at extending until 5:00 p.m., Dallas, Texas time pm (Central Time) on June 17, 1998 [to be 60 days after the Effective Date]. At least ten (10) days prior to the "Inspection Period") within which to examine expiration of the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Due Diligence Period, Seller will allow Purchaser shall deliver to Buyer (i) a title commitment with respect to each Property, dated within sixty (60) days of the Effective Date from the Title Company, (each, a “Title Report” and, collectively, the “Title Reports”); (ii) an ALTA survey of each Property, dated within sixty (60) days of the Effective Date, pursuant to a quote approved by OSREC in OSREC’s reasonable discretion (each, a “Survey” and, collectively, the “Surveys”); (iii) a zoning report of each Property, dated within sixty (60) days of the Effective Date, pursuant to a quote approved by OSREC in OSREC’s reasonable discretion (each, a “Zoning Report” and, collectively, the “Zoning Reports”); and Purchaser's agents access (iv) documentation of pollution insurance or other financial assurances for all USTs per RCRA or equivalent state regulations. Prior to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility expiration of the Due Diligence Period, OSREC may obtain a phase I environmental site assessment with respect to each Property (each, an “Environmental Report” and, collectively, the “Environmental Reports”). OSREC shall have the right, by notice given to Seller prior to expiration of the Due Diligence Period (“OSREC’s Termination Notice”) to terminate this Agreement with respect to any Property (i) for Purchaser's intended usewhich any matter or matters identified in the Title Report, Survey and/or Zoning Report for such Property would adversely affect in any significant respect the value or operation of such Property; (ii) for which the Environmental Report identifies (a) existing material violations of any Environmental Law, (b) any material data gaps that are deemed to be significant or significant additional investigation deemed to be warranted in the opinion of the licensed environmental professional, or (c) material site contamination conditions that require corrective action for which Tenant and/or OSREC may become liable under applicable Environmental Law (each, an “Environmental Defect”); provided, however, that prior (i) OSREC shall not have the right to conducting any invasive testing terminate a Property with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants conditions set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, clauses (b) and (c) if, prior to the expiration of the Inspection Due Diligence Period, Purchaser Tenant agrees to resolve, or cause to be resolved, all such Environmental Defects after Closing in a manner and timeframe reasonably acceptable to OSREC, pursuant to a side letter agreement, the form and substance of which shall restore the Property be reasonably agreed upon and acceptable to OSREC and Tenant prior to the expiration of the Due Diligence Period, and the execution of which shall be a condition to Closing pursuant to Section 4 hereof, and (ii) if OSREC delivers an OSREC’s Termination Notice to terminate a Property with respect to the conditions set forth in clauses (a) through (c) (an “Environmental Property”) (which existed OSREC may only do with respect to a Property for which a resolution cannot be obtained pursuant to the immediately prior subjection (i)), Tenant may, within ten (10) days’ of its receipt of such OSREC’s Termination Notice, designate to Purchaser's entry thereon OSREC a Replacement Property (as defined in, and investigation thereof pursuant to the terms of, the Substitution Rights Letter (as hereinafter defined)) for such Environmental Property, which Replacement Property must satisfy all of the Substitution Conditions (as defined in the Substitution Rights Letter), in which case, OSREC shall either purchase the Environmental Property pursuant to the terms of this Agreement or, to the extent practicable, shall purchase the condition applicable Replacement Property prior to Closing, and the applicable Replacement Property Closing (as defined in the Substitution Rights Letter) would be required to occur within ninety (90) days following the Closing (with such ninety (90) day period being subject to a thirty (30) day extension in the event of any delay in obtaining the Property was affected by Title Commitment, Survey, Environmental Report or as a result of the actions of Purchaser or its agentsZoning Report for such Replacement Property), contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property andprovided, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, that (dx) in the event such Replacement Property designated by Tenant fails to satisfy all of the transaction contemplated Substitution Conditions, Tenant shall have an additional ten (10) day period following notice from OSREC of such failure in which to designate to OSREC another Replacement Property which must satisfy all of the Substitution Conditions, and (y) in the event Tenant fails to designate a Replacement Property to OSREC meeting the Substitution Conditions within the aforesaid time periods, OSREC will have the right to require Tenant to purchase the Environmental Property from OSREC for the applicable Allocated Purchase Price, and in connection with the sale of such Environmental Property by OSREC to Tenant, Tenant shall pay or reimburse (as applicable) OSREC’s actual out-of-pocket costs and expenses (including without limitations transfer taxes and all other taxes and reasonable legal fees and expenses), solely as and to the extent provided under Section C(1) of the Substitution Rights Letter with respect to what Tenant would be responsible for in connection with a Replacement Property Closing (as defined in the Substitution Rights Letter) under the Substitution Rights Letter; or (iii) if there are violations of any health codes, building codes or the Americans with Disabilities Act, or life-safety violations (each, a “PCR Defect”), as identified in a current customary property condition report (the “PCR”), provided, however, that OSREC shall not have the right to terminate a Property pursuant to this Contract does clause (iii) if, prior to the expiration of the Due Diligence Period, Tenant agrees to resolve, or cause to be resolved, all PCR Defects after Closing in a manner and timeframe reasonably acceptable to OSREC, pursuant to a side letter agreement, the form and substance of which shall be reasonably agreed upon and acceptable to OSREC and Tenant prior to the expiration of the Due Diligence Period, and the execution of which shall be a condition to Closing pursuant to Section 4 hereof. Notwithstanding the foregoing, OSREC hereby acknowledges and confirms that it has, as of the date hereof, (i) reviewed the Title Reports, Surveys, and Zoning Reports for the Properties, and accordingly OSREC will not close provide an OSREC Termination Notice for any reasonof the Properties based on the Title Reports, Purchaser Surveys, and Zoning Reports, provided, however, that, [add carve-outs], and (ii) reviewed the Environmental Reports, and based on that review is satisfied with the foregoing with the exception of the Properties listed on Schedule C attached hereto, which Properties remain subject to ongoing diligence by OSREC including the anticipated diligence next steps as noted on the attached Schedule C (collectively, the “Environmental Review Properties”), and accordingly OSREC will not provide an OSREC Termination Notice for any of the Properties based on the Environmental Reports except with respect to the Environmental Review Properties. Upon delivery of OSREC’s Termination Notice, this Agreement shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser be deemed terminated solely with respect to the Property or Properties identified in OSREC’s Termination Notice, the Purchase Price shall be reduced by the applicable Allocated Purchase Price attributable to such Property or Properties, and deliver copies thereof to Seller (excluding, however, any proprietary development thereafter the parties shall have no further rights or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to obligations under this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted Agreement with respect to the Propertyapplicable Property or Properties except for those that expressly survive termination. Notwithstanding anything to the contrary in the foregoing, and (g) Purchaser in no event shall take OSREC have the right to terminate this Agreement under this Section 3 with respect to less than all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the PropertyProperties unless Tenant has the right under the Contract to terminate the Contract solely as to such Properties, and all equipmentprovided, materials and substances generatedhowever, used or brought onto that if Tenant does not have the Property pose no material threat right under the Contract to terminate the safety of persons or Contract solely as to such Properties identified in OSREC’s Termination Notice, OSREC shall have the environment and cause no damage right during the Due Diligence Period to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser terminate this Agreement in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractentirety.

Inspection Period. Purchaser shall have a period of time commencing from the date hereof until 5:00 p.m. Central Time on the Effective Date and expiring at 5:00 p.m.December 1, Dallas, Texas time on June 17, 1998 2005 (the "“Inspection Period"”) within which during which, upon twenty-four (24) hours notice to examine Seller’s property manager, to enter upon and make such studies, tests and/or inspections of the Project as Purchaser deems necessary or appropriate, including, without limitation, a right of entry onto the Property to obtain an appraisal and to conduct its feasibility study thereofperform engineering and environmental tests. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents shall have access to the Property during normal business hours books and records pertaining to conduct soil the Project which are located at the Project, and engineeringPurchaser may come to Seller’s corporate office to review those books and records pertaining to the Project which are maintained at such corporate office. If any inspection or test disturbs the Property, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of Purchaser shall restore the Property for Purchaser's intended use; provided, however, that to substantially the same condition as existed prior to conducting any such inspection or test. Any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, by Purchaser must advise Seller in writing shall require Seller’s prior written consent (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided conditioned or delayed). Seller shall have the right to have a representative accompany Purchaser’s agents and/or representatives on their inspection of the Project. In the event that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to in its sole discretion, determines that the Project is, for any reason whatsoever, unsatisfactory, Purchaser shall have until expiration of the Inspection PeriodPeriod to notify Seller in writing that Purchaser has elected to terminate this Agreement. Failure by Purchaser to notify Seller of its election to terminate this Agreement prior to the end of the Inspection Period shall constitute a waiver of Purchaser’s right to terminate pursuant to this Paragraph 9. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, this Agreement shall be terminated, the Deposit (less $50,000.00 which shall be paid to Seller) shall be returned to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder, except for the survival of those provisions expressly provided for herein. In conducting its inspection of the Project, Purchaser (and its agents and representatives) shall restore the Property to the condition which existed prior to Purchaser's entry thereon not in any manner whatsoever materially and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, adversely interfere in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of the Project or the tenants’ right of quiet enjoyment for their use of the Project. Upon Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason’s election, Purchaser shall deliver to Seller a descriptive listing copies of all testsdue diligence items Purchaser obtains for the Project, reports including without limitation, all physical and inspections conducted by environmental inspection reports, provided that Seller reimburses Purchaser with respect to for the Property and deliver copies thereof to Seller (excludingsame. In the event Purchaser terminates this Agreement, howeverat Seller’s request, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's return or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during destroy all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All due diligence information made available provided by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser Purchaser, at Purchaser’s sole expense, shall have the right to conduct environmental, engineering and physical studies of the Subject Property for a period of time commencing on the Effective Date date of execution of this Contract and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 thirty (30) days thereafter (the "“Inspection Period") within which ”). Purchaser and Purchaser’s duly authorized agents or representatives shall be permitted to examine enter upon the Subject Property and to conduct its feasibility study thereof. Seller agrees that, at all reasonable times during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours Period in order to conduct engineering studies, soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended useany other inspections and/or tests that Purchaser may deem necessary or advisable; provided, however, that prior to conducting no drilling or other ground penetrations or physical sampling in any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy building shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents todone without Seller’s prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. Purchaser will provide Seller with copies of all reports obtained by Purchaser in connection with any inspections conducted by Purchaser. Purchaser further agrees to indemnify and hold Seller harmless from any claims or damages, provided including reasonable attorneys’ fees, resulting from Purchaser’s inspection of the Subject Property. In the event that such interviews shall take place during normal business hours after reasonable notice (which may be the review and/or inspection conducted by telephone) this paragraph shows any fact, matter or condition to Sellerexist with respect to the Subject Property that is unacceptable to Purchaser, and such interviews in Purchaser’s sole discretion, then Purchaser shall be conducted only in entitled, as Purchaser’s sole remedy, to cancel this Contract by providing written notice of cancellation to Seller prior to the presence expiration of one the Inspection Period. If Purchaser shall provide written notice of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) cancellation prior to the expiration of the Inspection Period, then this Contract shall be cancelled, all xxxxxxx money (less $5,000.00) shall be immediately returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall restore have any continuing obligations one unto the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition other. If no notice of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access cancellation is provided by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase expiration of the Property by PurchaserInspection Period, Purchaser then this Contract shall use its best efforts to prevent its agents remain in full force and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agentseffect. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.CONTRACT OF SALE/X.X. XXXXX'X ENTERPRISES--XXXXX X. XXXXXXXXX -- Page 5

Inspection Period. Purchaser shall have a period (a) Subject to the terms of time this Section 5, commencing on upon the Effective Date and expiring ending at 5:00 p.m., Dallas, Texas time PM (Eastern Standard Time) on June 17, 1998 2016 (the "“Inspection Period") within which ”), Buyer and its agents and representatives shall have the right to examine the Property and to conduct its feasibility study thereof. Seller agrees thatmake, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours and at Buyer's sole expense, any investigations regarding the Property, including reviewing contracts, leases and the books and records relating to the Property and conducting a so-called phase I environmental site assessment ("Phase 1") and a physical conditions report; provided, however, Buyer agrees to use commercially reasonable efforts not to cause any damage to the Property or unreasonably interfere with any tenant’s possession and/or Seller’s operations at the Property. Buyer will not conduct soil any on-site inspections without Seller or its representative first being afforded an opportunity to be present, and engineering, hazardous waste, marketing, feasibility, zoning and other studies Buyer shall provide Seller with not less than two (2) business days’ prior notice (which notice may be delivered by email to xxxxxxx@xxxxxxxxxxxx.xxx or tests and telephonically to otherwise determine the feasibility Xxxx Xxxxxx at (000) 000-0000)) in advance of the Property date for Purchaserits inspections of the Property. Buyer agrees that Buyer shall not contact or interview any tenant of the Property. If Buyer intends to carry out any invasive test, inspection or investigation involving the physical disturbance of any portion of the Property, Buyer shall give Seller at least two (2) business days prior notice of such intention and the conduct of such test, inspection and investigation shall be subject to Seller's intended usereasonable regulations; provided, however, that in no event shall Buyer be permitted to perform soil borings or other invasive or intrusive tests on the Property without Seller’s prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents towritten consent, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be withheld by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, Seller in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on sole and absolute discretion. Any party performing inspections at the Property and, further, such access by Purchaser and/or its agents on behalf of Buyer shall be subject to the rights of Tenants under Tenant Leasesproperly licensed and maintain liability insurance in commercially reasonable amounts, (d) but in the no event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other less than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractTwo Million Dollars per occurrence.

Inspection Period. Purchaser For purposes of this Agreement, the “Inspection Period” shall have a mean the following: (i) for all matters other than Buyer’s review of legal title, surveys, zoning and the environmental condition of the Real Property, the period of time commencing beginning on the Effective Date and expiring ending at 5:00 p.m.p.m. (Eastern Standard Time) on February 22; and (ii) for Buyer’s review of legal title, Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibilitysurveys, zoning and other studies or the environmental condition of the Real Property only, the period beginning on the Effective Date and ending at 5:00 p.m. (Eastern Standard Time) on March 12, 2007. The Buyer shall have the Inspection Period to inspect, evaluate and perform such investigations, inspections, tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; providedstudies (collectively, however, that prior to conducting any invasive testing “Tests”) with respect to the Land or ImprovementsProperty as Buyer deems necessary to determine if the Property is acceptable to Buyer. Sellers agree to cooperate with Buyer in connection with Buyer’s Tests, or any tests or studies which could cause any damage but at no expense to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, Sellers. If Buyer is unsatisfied in its reasonable sole discretion with the results of any Tests or for any other reason in Buyer’s sole discretion, refuse Buyer may terminate this Agreement prior to approve any such tests or studies5:00 p.m. (Eastern Standard Time) on February 22, 2007 by delivery of written notice of termination to Sellers, in which event Purchaser's sole remedy case the Deposit shall be returned to Buyer. If during Buyer’s inspection of zoning and the environmental condition of the Real Property, Buyer discovers zoning or environmental matters materially adversely affecting the Real Property which cannot be reasonably cured by the applicable Seller by March 12, 2007, then Buyer may terminate this Agreement prior to 5:00 p.m. (Eastern Standard Time) on March 12, 2007 by delivery of written notice of termination to Sellers, in which case the Deposit shall be returned to Buyer. Section 12 shall govern Buyer’s and Sellers’ rights and remedies regarding any title and survey defects to which Buyer may object. If Buyer fails to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) Agreement prior to the expiration end of the Inspection Period, Purchaser then Buyer’s right to terminate this Agreement pursuant to this Section 4 shall terminate. If Buyer terminates this Agreement during the Inspection Period or otherwise fails to close, Buyer shall return to Sellers all due diligence materials provided by either Seller to Buyer in connection with Buyer’s proposed acquisition of the Property. If Buyer terminates this Agreement or otherwise fails to close, Buyer covenants that neither it nor any of its partners, employees, directors, members, shareholders, agents or other representatives will disclose to any person the results and work product of any Tests or the contents of any due diligence materials provided by Sellers to Buyer. Buyer shall save and hold each Seller harmless from and against all suits or claims arising out of any such entry and the Tests. If this transaction does not close, Buyer shall restore the Property to reasonably the same manner and condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property as it was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractTests.

Inspection Period. Purchaser shall have a During the period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which from and after the Agreement Date through 5:00 P.M., eastern time, on the thirtieth (30th) day thereafter (the "Inspection Termination Date"), Buyer will have the right to examine inspect and evaluate the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning physical and other studies conditions of or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, including the right to make such engineering and soil tests, analyses and other investigations as Buyer deems necessary and appropriate (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used excluding environmental tests or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties assessments except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing confirming the Dames & Mxxxx Report), and investigating to investigate, evaluate and/or review any other facts, circumstances or matters which Buyer deems relevant to its proposed purchase of the Property; provided, that Buyer will not conduct any physically invasive tests or procedures, either inside or outside of buildings, without Seller's express written approval, and Seller will have the right to (a) witness each such information for invasive test or procedure, and (b) retain fifty percent (50%) of any sample material produced or taken in any such test or procedure; and provided further, that Buyer may only communicate with tenants of the purpose Property in the presence of consummating a designated representative of Seller. Buyer will schedule and conduct any such activities on the transaction contemplated Property in a manner which does not unreasonably interfere with the use thereof by this ContractSeller and/or any other party in possession thereof at the time of said inspections. Seller agrees to cooperate with Buyer, including Purchaser's attorneys and representativesat no material expense to Seller, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally in making available to the public Buyer documents affecting or is disclosed by a party other than Purchaser or its agentsrelated to the Property. Purchaser shall Buyer hereby agrees (a) to indemnify, defend protect and hold harmless Seller harmless for, from and against any and all claims, liabilitiesdemands, causes of actionlosses, costs, damages, expenses or liabilities for death or injury to persons or for physical damage to property, or for mechanics' or other liens, losses, costs and expenses (including, without limitation, including reasonable attorneys' fees) incident to, resulting from relating to or in any way arising out of any the Buyer's inspections of Purchaser's and its agents', contractors' and representatives' activities on the Property, includingand (b), without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive if the Closing does not occur, to repair and not be merged therein restore the Property to the condition existing prior to any test or inspection by or for the Buyer (the foregoing (a) and shall also survive any termination of this Contract(b), the "Inspection Indemnity").

Inspection Period. Purchaser Buyer shall have the right, for a period of time commencing on forty-five (45) days from and after the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 of this Agreement (the "Inspection Period") within which ), to examine obtain and review information concerning the Property, to review and analyze the various due diligence items to be provided to Buyer by Seller as set forth below, to make such physical, zoning, land use, environmental and other examinations, inspections and investigations of the Property or the use and operation thereof which Buyer, in Buyer's sole discretion, may determine to make, and to conduct decide whether the same are satisfactory to Buyer. All expenses of the inspection shall be paid by Buyer. Buyer shall have the right, in its feasibility study thereofsole and arbitrary discretion, to terminate this Agreement prior to the expiration of the Inspection Period by providing written notice to Seller of its election to terminate. If Buyer has not given written notice to Seller agrees that, during terminating this transaction prior to 5:00 P.M. EST on the expiration date of the Inspection Period, Seller will allow Purchaser and Purchaser's agents access Buyer shall be deemed to have approved the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests inspection and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayhave waived this contingency. If Buyer does terminate this transaction, in its reasonable sole and arbitrary discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser this Agreement shall restore terminate and be deemed null and void, and the Initial Deposit together with any and all interest shall be returned to Buyer, and the parties to this Agreement shall have no further obligation to each other. Attached hereto as Exhibit "C" and incorporated herein by reference is a list of the preliminary items of due diligence (the "Preliminary Items of Due Diligence") to be provided by Seller to Buyer, which Seller shall provide to Buyer within five (5) days after the Effective Date of this Agreement. During the Inspection Period, Buyer shall have the option to request any additional specific items or documentation which may be reasonably required by Buyer to perform its due diligence by giving Seller written notice of such request. Subject to Seller's warranties and representations set forth in this Agreement, Buyer shall rely solely on its own investigations, including but not limited to environmental studies, termite inspections and engineering reports, and an accounting review of the books and records of the Property to in determining the condition which existed prior to Purchaser's entry thereon physical and investigation thereof to the extent the financial condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser Buyer shall have a period of time commencing on one hundred fifty (150) days after the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 of this Agreement (hereinafter referred to as the "Inspection Period") within which for Buyer or Buyer's Representatives (as defined below) and those persons or entities designated by Buyer as potential purchasers of Buyer's interest in the Property ("Buyer's Potential Purchasers") to examine make such investigations, studies and tests of the Property and Personal Property including, but not limited to, conducting engineering inspec- tions, making soil and substrate drillings and borings, installing piezometers and temporary or permanent groundwater monitoring wellx, xxllecting soil, sediment, surface water and groundwater samples, measuring water levels, and performing environmental inspections and any other inspections, tests, studies, investigations which Buyer deems necessary or advisable, in its sole and absolute discretion, in order to conduct its feasibility study thereof. Seller agrees that, during determine the Inspection Period, Seller will allow Purchaser condition and Purchaser's agents access to compliance of the Property during normal business hours to conduct soil under Environmental Laws and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility suitability of the Property for PurchaserBuyer's intended use; provided, howeveruses and purposes for agriculture flood control, that prior water supply, water storage, water quality, water management and environmental restoration and for sales, exchanges with or transfers to conducting any invasive testing with respect Designated Transferees and others ("Buyer's Intended Purposes"). Buyer will use its best efforts to complete its environmental inspections, evaluations and assessments, which assessment shall include an estimate of the Land or Improvements, or any tests or studies cost of Remediation (as defined in Paragraph 4.3(a)) which could cause any damage to estimate may include the Land or Improvements, Purchaser must advise Seller in writing removal of solid waste (which notice shall state in reasonable detail the nature and extent of such proposed testing"Buyer's Environmental Assessment") of its intent to conduct such tests or studies and the Property at the earliest date possible, but in no event later than one hundred fifty (150) days after the Effective Date. Buyer shall keep Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund continuously informed of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during results of its assessment throughout the Inspection Period and shall provide an initial draft of Buyer's Environmental Assessment to Seller within ninety (90) days of the Effective Date. If Buyer determines in its sole discretion during this Inspection Period that Purchaser desires the Real Property, Leased Property or Personal Property is unsuitable for Buyer's Intended Purposes, then, upon written notice given to conduct interviews Seller and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in Escrow Agent on or before 5:00 p.m. on the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration last day of the Inspection Period, Purchaser Buyer shall restore have the Property right to the condition which existed prior to Purchaser's entry thereon terminate this Agreement and investigation thereof to the extent the condition receive immediate payment of the Property was affected Earnxxx Xxxey Deposit held by or as a result of the actions of Purchaser or its agentsEscrow Agent, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.except

Inspection Period. Purchaser shall have a period the number of time commencing on days set forth in the Effective Date and expiring at 5:00 p.m.Schedule, Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine conduct an examination of the Property and to conduct its feasibility study thereof. Seller agrees thatreview such other matters as Purchaser deems necessary (including, during without limitation, a physical inspection, an appraisal, an environmental audit, and an engineering inspection of the Inspection Period, Seller will allow Purchaser and Purchaser's agents access Property) to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility suitability of the Property for Purchaser's intended use; provided’s needs the “Inspection Period”). Seller will permit Purchaser and such persons as Purchaser may designate to undertake a thorough inspection of the Property, howeverincluding engineering, that prior to conducting any invasive testing environmental studies, meeting with respect to various municipalities, etc., all with the Land or Improvements, or any tests or studies which could cause cooperation and written consent of Seller where required. Purchaser and its representatives shall not damage the Property during the course of its inspections and Purchaser shall promptly repair and restore in a workmanlike manner any damage to the Land Property. Purchaser shall, and hereby does, indemnify and hold Seller harmless from any damage, loss, liability, or Improvements, Purchaser must advise Seller in writing expense (including attorneys fees) arising out of Purchaser’s inspection; which notice indemnity shall state in reasonable detail survive closing or termination of this Agreement. In the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayevent that Purchaser, in its reasonable sole discretion, refuse to approve any such tests or studiesdetermines that the Property is not suitable for its needs, in which event Purchaser's sole remedy shall be to then Purchaser may terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth Agreement on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) or prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in . In the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver delivers such written notice to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.15.3: (a) this Agreement shall terminate; (b) the parties shall have no further obligation or liability to the other hereunder; (c) in consideration for signing this Agreement and granting the Inspection Period, (f) Purchaser the Title Company shall give notice (which may be by telephone) pay to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to amount of $100 from the Property, Xxxxxxx Money; and (gd) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections balance of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat Xxxxxxx Money shall be refunded to the safety Purchaser. This right of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained termination is exercisable by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to sole discretion for any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agentsreason whatsoever. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and also deliver all claims, liabilities, causes of action, damages, liens, losses, costs and expenses third-party due diligence materials to Sellers within five (including, without limitation, reasonable attorneys' fees5) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractdays after termination.

Inspection Period. Purchaser (a) Until Closing, and provided Buyer gives Seller at least two (2) business days prior notice, Buyer and its duly authorized representatives shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of onto the Property for Purchaser's intended use; the determination of utility availability, surveying, soil, engineering, environmental quality, and feasibility testing, and other tests, inspections, and investigations reasonably deemed necessary by Buyer, provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated Property is damaged by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports Buyer’ s and inspections conducted by Purchaser with respect or its duly authorized agents’ activities on the Property relating to the Property and deliver copies thereof to Seller (excludingrights granted under this section, however, any proprietary development or marketing materials), (e) Purchaser Buyer shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to return the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary as soon as reasonably possible, to ensure that all actions taken in connection with the investigations and inspections condition existing immediately prior to the occurrence of such damage. Prior to entering the Property, Buyer shall provide to Seller evidence of liability insurance reasonably satisfactory to Seller covering Buyer’s and all equipment, materials and substances generated, used or brought onto its duly authorized agents activities on the Property pose no material threat relating to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other personsrights granted under this section. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser Buyer shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses of any kind or nature whatsoever (includingincluding reasonable attorney’s fees and expenses and court costs) suffered, without limitation, reasonable attorneys' fees) incident to, resulting from incurred or sustained by Seller as a result of or in any way arising out of any of Purchaser's connection with Buyer’s and or its agents', contractors' and representatives' duly authorized agents activities on the Property relating to the rights granted under this section. Seller shall use good faith, diligent efforts to provide Buyer, within five (5) business days after the Effective Date, copies of any title policy and title documents, contracts, operating agreements, leases, site plans, surveys, and zoning, architectural, engineering and environmental reports that it has in its possession or control with respect to the Property (collectively, the “Due Diligence Materials”). The Due Diligence Materials will be provided on an “as-is” basis without any representation or warranty of any kind or nature whatsoever and are merely provided to Buyer for Buyer’s informational purposes. If Buyer does not purchase the Property, includingthen Buyer shall, without limitationwithin five (5) business days after Buyer’s termination hereof or Buyer’s failure to close hereunder, any tests or inspections conducted return all of the Due Diligence Materials to Seller and, upon request by Purchaser or Seller and at Seller’s cost, provide Seller with copies of all title reports, surveys, engineering and environmental reports for the Property that Buyer obtained from parties other than Seller as part of its agents, contractors or representatives on due diligence investigations of the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser shall have a period Buyer’s obligations to close this transaction are subject to the satisfaction of time commencing the following conditions on or before 24 hours before XXX: (a) Buyer is satisfied with the Effective Date status of title to the Property as disclosed by the title commitment provided to Buyer; and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period"b) within which to examine Buyer is satisfied with Buyer’s investigations and inspections of the Property and with the results of Buyer’s physical inspection of the Property, including all electrical, plumbing, mechanical, heating and air conditioning equipment and all furnishings, furniture, equipment, appliances and personal property to conduct its feasibility study thereofbe conveyed to Buyer. [USE THIS IF THE PROPERTY IS LEASED. IF NOT, DELETE IT.] Additionally, if the Property is leased, Buyer’s obligation to close this transaction will be conditioned upon Buyer’s approval of the applicable lease(s) and tenant(s), and Buyer reserves the right to interview any such tenant(s) and to require Seller agrees thatto deliver an estoppel certificate from such tenant(s) reasonably acceptable to Buyer, dated no later than five days before XXX. [USE THIS SENTENCE IF BUYER’S INSPECTION PERIOD RUNS THROUGH CLOSING.] In that regard, Buyer shall have until the business day before XXX (the “Inspection Period”), during which time Buyer will have the absolute right to cancel this Contract for any reason whatsoever, in Buyer’s sole and absolute discretion. [USE THIS SENTENCE IF THERE IS A STATED INSPECTION PERIOD.] In that regard, Buyer shall have until the 10th business day after the Opening (the “Inspection Period”), Seller during which time Buyer will allow Purchaser and Purchaser's agents access have the absolute right to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property cancel this Contract for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayreason whatsoever, in its reasonable Buyer’s sole and absolute discretion. Upon such cancellation, refuse to approve any such tests or studies, in which event Purchaser's sole remedy Buyer shall be entitled to terminate this Contract pursuant to Section 5.2 hereof and receive a refund return of the Xxxxxxx Money Deposit, all as provided in said Section 5.2xxxxxxx money deposits together with all interest earned thereon. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable Unless Buyer gives written notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to cancellation before the expiration of the Inspection Period, Purchaser shall restore the Property then Buyer will be deemed to the condition which existed prior have elected not to Purchaser's entry thereon cancel this Contract. Seller grants Buyer and investigation thereof Buyer’s inspectors, employees and agent(s) reasonable access to the extent the condition conduct walkthroughs of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating conducting any inspections of the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as Property Buyer may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractrequire.

Inspection Period. Purchaser Tenant shall have a period of time commencing ninety (90) days, beginning on the Effective Date and expiring at 5:00 p.m.Date, Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine satisfy itself, in Tenant’s sole discretion, that the Property and to conduct its feasibility study thereof. Seller agrees that, during is suitable for Tenant’s intended use (the “Inspection Period”). Commencing as of the Effective Date, Seller will allow Purchaser and Purchaser's agents Tenant shall have access to the Property during normal business hours Land to conduct soil perform such testing, evaluation and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility inspection of the Property for Purchaser's intended use; provided, however, that prior Land as Tenant deems necessary to conducting any invasive testing with respect to evaluate the Land or Improvementsfor its use for the Project, or any tests or studies which could cause any damage including, but not limited to the Land or Improvementsgeotechnical review, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature sampling and extent of such proposed analysis, environmental testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing site work engineering. If during the Inspection Period Tenant determines that Purchaser desires the Land is not suitable or feasible for the Project, Tenant shall have the right to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, terminate this Sublease provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) is delivered to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) Landlord prior to the expiration of the Inspection Period, Purchaser and this Sublease shall thereafter be of no further force or effect. With respect to any acts or omissions, during the Inspection Period, Tenant shall indemnify Landlord for any claims, liability or damages arising from Tenant’s inspections on the Land, and if Tenant elects to terminate this Sublease, Tenant shall at its cost restore the Property Land to substantially the same condition as it was in as of the beginning of the Inspection Period. If Tenant prior to the expiration of the Inspection Period is satisfied as to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections suitability of the Property, Tenant shall send written notice to Landlord that the Inspection Period has ended as of a date certain and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations that date shall be treated as confidential information by Purchaser, and, the end of the Inspection Period. If Tenant fails to send such notice prior to the purchase expiration of the Property by PurchaserInspection Period or send notice of its election to terminate this Sublease, Purchaser then the Inspection Period shall use its best efforts be deemed to prevent its agents have expired. Landlord agrees that it shall not enter any new leases or extend any existing leases for grocery uses exceeding 5,000 square feet during the Inspection Period and employees from divulging such information to any third parties continuing through the earlier of termination or the Commencement Date, except (i) as reasonably necessary to third parties engaged by Purchaser for in strict compliance with the limited purpose terms of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractArticle 26 hereof.

Inspection Period. Within three (3) business days after the Effective Date, Seller shall make available to Purchaser all information relating to the Property set forth on Exhibit G hereto (the "Due Diligence Documents") and any other information in Seller's possession reasonably requested by Purchaser. Purchaser shall have a period the right to conduct its physical inspection (the "Inspection") of time the Property commencing on with the Effective Date and expiring at 5:00 p.m.extending through and including April 27, Dallas, Texas time on June 17, 1998 1999 (the "Inspection Period") within ), which Inspection shall be at the sole cost and expense of Purchaser. Purchaser hereby expressly indemnifies and holds harmless Seller against all costs, losses or claims arising out of or relating in any way to examine the Property and to conduct its feasibility study thereofof the Tests by Purchaser or by the Permitted Outside Parties. Seller agrees thatshall assist with such Inspection, but shall not be obligated to incur any cost or expense or to furnish any information other than at the place where such information is currently maintained. All information received by Purchaser relating to the Property, Seller or its affiliates shall be kept in strict confidence and used solely for the purpose of determining the advisability of proceeding with the transactions contemplated by this Agreement. Purchaser shall have the right to terminate this Agreement during the Inspection PeriodPeriod if Purchaser, Seller will allow Purchaser and Purchaser's agents access to in its sole discretion, deems the Property during normal business hours or any aspect thereof, to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended usebe unsatisfactory; provided, however, that prior Purchaser may only exercise such right by giving Seller written notice of such termination (the "Termination Notice") on or before 5:00 p.m. on April 27, 1999. If Purchaser exercises such right of termination, then the Property Earnest Money, together wxxx xxx interest accrued thereon, shall be refunded to conducting any invasive testing with respect Purchaser pursuant to the Land terms of Section 2.2 hereof. If Purchaser does not give Seller the Termination Notice on or Improvements, or any tests or studies which could cause any damage to before the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration last day of the Inspection Period, Purchaser shall restore be deemed to have irrevocably and absolutely waived its right to terminate this Agreement pursuant to the provisions of this Article and to have agreed to purchase on the Closing Date the Property to in its "AS IS" condition (as such term is used in Section 3.1 hereof) on the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition last day of the Property was affected by or Inspection Period, except as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, provided otherwise in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) this Agreement and in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, Closing Documents. As used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.Agreement, "

Inspection Period. Purchaser shall have a period the number of time commencing on days set forth in the Effective Date and expiring at 5:00 p.m.Schedule, Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine conduct an examination of the Property and to conduct its feasibility study thereof. Seller agrees thatreview such other matters as Purchaser deems necessary (including, during without limitation, a physical inspection, an appraisal, an environmental audit, and an engineering inspection of the Inspection Period, Seller will allow Purchaser and Purchaser's agents access Property) to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility suitability of the Property for Purchaser's intended use; provided’s needs the “Inspection Period”). Seller will permit Purchaser and such persons as Purchaser may designate to undertake a thorough inspection of the Property, howeverincluding engineering, that prior to conducting any invasive testing environmental studies, meeting with respect to various municipalities, etc., all with the Land or Improvements, or any tests or studies which could cause cooperation and written consent of Seller where required. Purchaser and its representatives shall not damage the Property during the course of its inspections and Purchaser shall promptly repair and restore in a workmanlike manner any damage to the Land Property. Purchaser shall, and hereby does, indemnify and hold Seller harmless from any damage, loss, liability, or Improvements, Purchaser must advise Seller in writing expense (including attorneys fees) arising out of Purchaser’s inspection; which notice indemnity shall state in reasonable detail survive closing or termination of this Agreement. In the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayevent that Purchaser, in its reasonable sole discretion, refuse to approve any such tests or studiesdetermines that the Property is not suitable for its needs, in which event Purchaser's sole remedy shall be to then Purchaser may terminate this Contract Agreement on or prior to the expiration of the Inspection Period. In the event Purchaser delivers such written notice to Seller pursuant to this Section 5.2 hereof 5.3: (a) this Agreement shall terminate; (b) the parties shall have no further obligation or liability to the other hereunder; (c) in consideration for signing this Agreement and receive a refund granting the Inspection Period, the Title Company shall pay to Seller the amount of $1,000 from the Xxxxxxx Money; and (d) the balance of the Xxxxxxx Money Depositshall be refunded to Purchaser. This right of termination is exercisable by Purchaser in its sole discretion for any reason whatsoever. In the event that Purchaser exercises the right to terminate, all as provided provide in said this Section 5.25.3, then within five (5) business days following the date of termination, Purchaser shall deliver to Seller, a copy of any Survey obtained by Purchaser. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during may extend the Inspection Period that Purchaser desires for an additional sixty (60) days by delivering to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) Title Company prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) Additional Xxxxxxx Money in the event amount of $25,000 (the transaction contemplated by this Contract does not close “Additional Xxxxxxx Money”). The Xxxxxxx Money and the Additional Xxxxxxx Money will be refundable for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to will be credited against the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractPurchase Price at Closing.

Inspection Period. Purchaser Buyer shall have a an inspection period of time (“Inspection Period”), commencing on the Effective Date of this Agreement and expiring on May 13, 2022 at 5:00 p.m.5PM EST, Dallasto make on-site inspections, Texas time on June 17title examinations, 1998 (the "Inspection Period") within which and all such other inspections, surveys and studies in Buyer’s discretion to examine determine whether the Property is suitable for Buyer’s intended use. Notwithstanding, any physically invasive environmental testing on the Property shall require the prior written consent of DESC, and to conduct its feasibility study thereofthe extent that DESC consents, such testing shall be limited by and performed pursuant to this Section 5. Seller agrees thatTo the extent that a Phase I Environmental Assessment performed for the Property recommends additional environmental testing due to a “recognized environmental condition” as defined by the American Society for Testing and Materials (ASTM), DESC shall have the right to approve the entity or entities that perform such testing, and shall also have the right to approve the scope of testing and the process and procedures used during the Inspection Period, Seller will allow Purchaser testing. Buyer shall share any and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing reports generated during the Inspection Period that Purchaser desires with DESC by forwarding a copy of same to conduct interviews and which Seller consents toMr. Xxxxxx Xxxxxx at the address in Section 15 – Notices below. Buyer shall have the right, which consent shall not be unreasonably withheldin its sole discretion, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in terminate the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) Agreement prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close Period for any reason, Purchaser shall deliver reason and receive a refund of Xxxxxxx Money by providing DESC written notice of its intent to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser terminate in accordance with this Contract or obtained by Purchaser Section 15 herein. Upon expiration of the Inspection Period, the Xxxxxxx Money shall become non-refundable to Buyer, excepting those events specifically set forth in Section 17- Approvals. If Buyer does not give written notice to terminate prior to the course expiration of its investigations Inspection Period, it shall be treated as confidential information by Purchaser, and, prior deemed to have consented to the purchase of the Property by Purchaserin accordance with the terms of the Agreement. Buyer, Purchaser and its authorized agents, contractors and employees, shall use its best efforts indemnify and hold DESC harmless from (a) any damage to prevent its agents and employees from divulging such information to the Property, (b) claims, assertions of claims or liability in any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for way connected with the limited purpose activities of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this ContractBuyer hereunder, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' feesXxxxx’s agents, contractors, or employees, and (c) incident to, resulting from all costs associated therewith including attorney’s fees incurred in defense of any claims or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Propertyenforcement hereof. The agreements indemnities herein shall expressly survive the Closing or the termination of this Contract and shall be in addition to any liquidated damage provisions contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser shall have For a period (the “Inspection Period”) commencing as of time commencing on the Effective Date and expiring at 5:00 p.m.continuing until the date that is twenty (20) days after the Effective Date and Seller provides Buyer with the Property Documents, DallasBuyer shall have the right to review and satisfy itself that the legal, Texas time on June 17, 1998 (the "Inspection Period") within which to examine economic and physical aspects of the Property and the acquisition terms and conditions are satisfactory to conduct its feasibility study thereof. Seller agrees thatBuyer, during the Inspection Periodincluding, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineeringwithout limitation, hazardous wasteBuyer’s review of such audits, marketingmarketing studies, feasibilityappraisals, zoning and other studies environmental reports, inspections or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing investigations with respect to the Land Property and this transaction as Buyer deems necessary or Improvements, desirable in the exercise of its sole discretion. Buyer’s obligations hereunder shall be conditioned upon Buyer’s satisfaction with or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent waiver of such proposed testing) of its intent to conduct such tests matters, which satisfaction or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy waiver shall be to terminate this Contract pursuant to Section 5.2 hereof in Buyer’s sole, absolute and receive a refund of the Xxxxxxx Money Depositnon-reviewable discretion. If Buyer, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser notifies Seller of its election to terminate this Agreement in a writing delivered to Seller and Closing Attorney, then the Deposit and the Additional Deposit and all accrued and unpaid interest thereon shall restore immediately be refunded by Closing Attorney to Buyer and thereafter this Agreement shall be deemed cancelled and neither party shall have any further rights or obligations hereunder, except for Buyer’s indemnity obligations under Section 6 below. Otherwise, on or before the Property expiration of the Inspection Period, Buyer shall be deemed to have elected to proceed to the condition which existed prior Closing (the “Closing Notice”). Upon delivery, or deemed delivery, of the Closing Notice, Buyer shall be deemed to Purchaser's entry thereon have approved all matters subject to its review during the Inspection Period, and investigation thereof the Deposit (and the Additional Deposit if paid pursuant to this Agreement) shall be deemed non-refundable to Buyer, subject to the satisfaction of the Conditions of Closing stated in Section 12 below. Within ten (10) days after the Effective Date (and within five [5] days after Seller obtains actual knowledge of the existence of any new information within the following categories), Seller shall deliver to Buyer (or make available to Buyer in an on-line data room) the following due diligence items, to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, same are in Seller's reasonable opinion, materially interfere, interrupt ’s possession or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.control:

Inspection Period. Purchaser Buyer shall have a period of until 5:00 p.m. Mountain time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time twenty-first (21st) day following the day on June 17, 1998 which all of Seller's Deliveries have been delivered or made available to Buyer (the "Inspection Period") within which to examine (i) review the contents of the Seller's Deliveries, (ii) investigate the Property and all matters relevant to its acquisition, development, usage, operation and marketability, and (iii) conduct its feasibility study thereofphysical, environmental and similar inspections of the Property. Seller Such right of investigation shall include the right to have made, at Buyer's expense, any studies or inspections of the Property as Buyer may deem necessary or appropriate. Buyer shall not conduct or allow any physically intrusive testing ("Testing") of, on or under the Property without first obtaining Seller's written consent as to the timing and scope of any work to be performed. Buyer agrees that, during in making any inspections, or conducting any Testing, on or under the Inspection PeriodProperty, Seller will allow Purchaser and PurchaserBuyer or Buyer's agents access will carry not less than $3,000,000 of comprehensive general liability insurance which names Seller as an additional insured party and with contractual liability endorsement which insures Buyer's indemnity obligations hereunder, and, upon request of Seller, will provide Seller with written evidence of the same; Buyer will not materially and adversely interfere with the activity of tenants or any persons occupying or providing service at the Property, will not reveal, prior to Closing, to any third party (other than Buyer's potential lender(s), if any, and Buyer's attorneys and advisors) the results of its inspections or other tests; and Buyer will not cause any physical damage to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies by the inspections or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; (provided, however, that prior to conducting if Buyer causes any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any physical damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason its inspections or tests, at Seller's election, Buyer will restore promptly any physical damage caused to the Property). Buyer shall give Seller reasonable prior notice of its intention to conduct any inspections or tests, and Seller reserves the performance right to have a representative present. Buyer agrees to provide Seller with a copy of any work inspection or the purchase test report generated by or on behalf of any materials by Purchaser or any other party on Purchaser's behalf Buyer in connection with any studies or tests conducted Buyer's inspection of the Property pursuant to this Section 5.1, (f) Purchaser shall give notice 5.2. Buyer agrees (which may be by telephoneagreement shall survive Closing or termination of this Agreement) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Propertyindemnify, defend, and (g) Purchaser shall take all reasonable actions hold Seller free and implement all protections necessary to ensure that all actions taken harmless from any loss, injury, damage, claim, lien, cost or expense, including attorneys' fees, and costs arising out of or in connection with the investigations Buyer's inspection and inspections Testing of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitationbut not limited to, property damage claims, personal injury claims, mechanics' lien claims and any tests or claims arising out of a breach of the foregoing agreements by Buyer. Any inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 and Testings shall survive the Closing be at Buyer's sole cost and not be merged therein and shall also survive any termination of this Contractexpense.

Inspection Period. Purchaser The Inspection Period shall have a period of time commencing commence on the Effective Date and expiring at 5:00 p.m.end on the sixthieth (60th) day following the Effective Date. Beginning on the Effective Date and continuing until the Closing Date or the date this Contract may be terminated, DallasBuyer shall have the opportunity to review the Due Diligence Materials, Texas time on June 17to enter upon the Golf Club, 1998 (to obtain all estoppels, to communicate with the "Inspection Period") within which staff of all permitting agencies, to examine communicate with agents of the Property Seller and any private consultants that prepared third party reports regarding the Golf Club, and to conduct perform such other reviews, investigations and inquiries as it deems appropriate in order to determine that the Golf Club is acceptable to Buyer in its feasibility study thereof. Seller agrees thatsole discretion (collectively, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use“Due Diligence”); provided, however, Buyer shall not, without the prior written consent of Seller, in its sole discretion, (i) make any intrusive physical testing (environmental, structural or otherwise) at the Golf Club (such as soil borings, water samplings or the like), except for a phase I environmental site assessment that prior may be ordered by the Buyer at its sole cost and expense, (ii) enter into any of the buildings without coordinating with the Seller Representative to conducting any invasive testing enable, at Seller’s discretion, the Seller Representative to accompany the Buyer, and (iii) not interfere with respect to the Land or Improvements, or any tests or studies which could cause operations of the Golf Course. Buyer shall promptly repair any damage to the Land Golf Club resulting from any physical testing that may be done with Seller’s permission and replace, refill and regrade any holes made in or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail excavations of any portion of the nature and extent of Golf Club used for such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy physical testing so that the Golf Club shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of in substantially the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period same condition that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser physical testing. Buyer and/or its agents or contractors who enter the Real Property, at Buyer’s (or its agent’s or contractor’s) expense, shall maintain or cause to be subject to maintained the rights insurance coverages set forth in Section 4.5 below and deliver a copy of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver a certificate evidencing such insurance to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to Buyer’s first entry onto on the Real Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractintrusive physical testing.

Inspection Period. Purchaser Buyer shall have a period of time commencing on forty-five (45) days ----------------- following the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine review the Property Submission Items and to conduct its feasibility study thereof. Seller agrees thatsuch audits (excluding financial audits), during the Inspection Periodinspections, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility investigations of the Property as Buyer may determine to be appropriate and advisable, in Buyers sole discretion, for Purchaser's intended use; providedthe purpose of determining whether Buyer should proceed to purchase the Property. Such audits (excluding financial audits), howeverinspections, that prior and investigations may include, without limitations, structural and foundation inspections, concrete tests, soil tests, roof inspections, equipment inspections, and environmental inspections. All audits (excluding financial audits), inspections, and investigations shall be conducted at Buyers sole cost and expense. Buyer shall exercise due care and ordinary prudence in performing physical inspections of the Real Property and Improvements, and shall indemnify, defend, and hold Seller harmless from and against any and all claims, liens, actions, suits, proceedings, costs, expenses, damages, or other liabilities, including attorneys fees and court costs, arising out of the rights granted to conducting any invasive testing with respect Buyer pursuant to the Land or Improvements, or any tests or studies which could cause any damage terms of this Paragraph. In the event that Buyer decides not to proceed with the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail purchase of the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayProperty, in its reasonable Buyers sole and absolute discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to Buyer may terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be Agreement by telephone) delivering to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore a written notice terminating this Agreement. In such event, the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents Escrow Deposit shall be subject returned to Buyer, and this Agreement shall be terminated. Buyer shall have the rights of Tenants under Tenant Leases, right to extend the Inspection Period for an additional fifteen (d15) in days upon written notice delivered to Seller within forty-five (45) days following the event the transaction contemplated by this Contract Effective Date. If Buyer does not close for any reasonterminate this Agreement within the Inspection Period, Purchaser Buyer shall deliver to Seller a descriptive listing of all tests, reports deposit with Escrow Agent an additional $100,000.00 which will be held and inspections conducted disbursed by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser Escrow Agent in accordance with this Contract or obtained by Purchaser in the course provisions of its investigations Paragraph 4 above. At that point, the Escrow Deposit shall be treated as confidential information by Purchaser, and, prior nonrefundable to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to Buyer for any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein reason and shall also survive any termination of this Contractbe paid to Seller if Buyer does not close, except as otherwise provided herein.

Inspection Period. Purchaser shall have a period of time commencing on from the Effective Date and expiring at 5:00 p.m., Dallas, Texas time until 5:00PM Eastern Time on June 17, 1998 the 180th business day thereafter (the "“Inspection Period"”) within in which to examine review all matters concerning the Property determine the suitability of the same for Purchaser’s intended use for the development, construction and operation of a build-to-rent single family home community (the “Intended Use”). Purchaser may extend the Inspection Period for an additional 45 business days twice (i.e. for a total of 90 business days) by delivering to conduct Seller, no later than the last day of the Inspection Period, written notice of its feasibility study thereofelection to do so and contemporaneously therewith remitting to the Escrow Agent an additional deposit of $5,000.00 (the “Additional Deposit”). Seller agrees The Parties agree that, upon Purchaser’s remittance of the Additional Deposit to the Escrow Agent, the same shall be deemed part of the Deposit and shall be refunded and/or disbursed by the Escrow Agent in accordance with the terms and conditions set forth herein. Purchaser may, in its sole and absolute discretion, elect to terminate this Agreement for any reason or no reason whatsoever during the Inspection Period, Seller will allow and thereafter neither Party to this Agreement shall have any further rights, obligations or liabilities hereunder. If Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be so elects to terminate this Contract Agreement pursuant to Section 5.2 hereof the preceding sentence, then the Deposit shall be returned to Purchaser and receive a refund of this Agreement shall thereupon terminate without recourse to the Xxxxxxx Money Deposit, all Parties (except as otherwise provided in said Section 5.2this Agreement). Seller agrees that, during In the Inspection Period, Seller will allow event Purchaser and Purchaser's agents fails to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses so notify Sellers of Purchaser's investigation shall be borne solely by Purchaser, (b) ’s termination of this Agreement on or prior to the expiration of the Inspection Period, Purchaser shall restore be deemed to have waived Purchaser’s right to terminate this Agreement under the Property to terms of this Paragraph. Following the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agentsInspection Period, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business be entitled to install promotional signage on the Property and, furtherin locations proposed by Purchaser and approved by Seller, such access by Purchaser and/or its agents shall approval not to be subject to the rights of Tenants under Tenant Leasesunreasonably withheld, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development conditioned or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractdelayed.

Inspection Period. (i) REAL ESTATE. Unless extended by written agreement of Seller and Purchaser, Purchaser shall have a period of time commencing on thirty (30) days from the Effective Date and expiring at 5:00 p.m.Date, Dallasunless such date is extended as herein provided, Texas time on June 17to conduct an inspection of the Property. Provided, 1998 (however, that in no event shall the Inspection period extend beyond September 5, 2004. Such period shall hereinafter be referred to as the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during During the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property Period during normal business hours and after 48 hours notice to conduct soil Seller or its designated agents, and engineeringwhatever advanced notice as required under the Lease, hazardous wastePurchaser, marketingor its engineers, feasibilityarchitects, zoning building consultants, environmental investigators, or other representatives, at Purchaser's sole cost and other studies or tests expense, may, subject to Tenant's rights under the Lease, inspect and to otherwise determine the feasibility of test the Property for the purpose of satisfying Purchaser in its sole and absolute discretion, that the Property and the Leases thereon is acceptable and satisfactory to Purchaser and Tenant, that the Property is suitable for Purchaser's intended use; providedpurposes and that the Property meets or exceeds all underwriting, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any legal and regulatory standards and requirements of Purchaser. Such tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testingA) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Depositnoninvasive, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephoneB) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leasestenant, (dC) in insurance acceptable to Seller shall be carried by Purchaser and its agents, (D) shall be conducted during normal business hours, (v) shall be conducted subject to indemnity of Seller by Purchaser acceptable to Seller, and (vi) shall be subject to delivery of copies of all tests conducted during the event the transaction contemplated by this Contract does not close for any reason, inspection period to Seller. Purchaser shall deliver comply with all laws, rules and regulations of any governmental authority and obtain all licenses and permits required in connection with such activities. Purchaser agrees to indemnify and hold Seller a descriptive listing of all tests, reports harmless from and inspections conducted by Purchaser with respect to against any property damage or personal injury or claim or lien against the Property and deliver copies thereof to Seller (excluding, however, resulting from any proprietary development such access or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials inspection by Purchaser or any other party on Purchaser's behalf in connection with any studies its representatives. Such indemnification shall survive the Closing or tests conducted pursuant to earlier termination of this Section 5.1, (f) Agreement. Purchaser shall give notice (which may be by telephone) also have the right during such Inspection Period to Seller a reasonable time prior to entry onto the Property examine and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections review environmental conditions of the Property, zoning and all equipmentland use regulations, materials governmental entitlements, governmental approvals and substances generatedany restrictions, used or brought onto the Property pose no material threat to the safety of persons or the environment agreements, obligations and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on liabilities affecting the Property. The agreements contained If Seller fails to provide any of the documentation in this Section 5.1 shall survive its possession identified in Exhibits E and F hereof on or before the Closing and not end of the prescribed ten (10) -day period, the Inspection Period will be merged therein and shall also survive any termination extended one (1) day for each day or partial day delay in the delivery of this Contractsuch documentation.

Inspection Period. Subject to Section 10(G) below and the provisions of that certain confidentiality letter agreement dated July 20, 1998, as amended by that certain modification letter agreement dated February 5, 1999 and accepted by Purchaser on February 8, 1999 (collectively, the "Confidentiality Agreement"), Purchaser and/or its agents have had, and shall have a have, the period of time commencing between February 9, 1999 and 4 PM (Chicago, Illinois time) on April 5, 1999, within which to inspect the Effective Date Property and expiring at 5:00 p.m.conduct such tests, Dallas, Texas time on June 17, 1998 surveys and inspections as Purchaser deems reasonably necessary or appropriate (the "Inspection Period") within ); provided, however, Purchaser will not conduct any invasive or intrusive test without first obtaining Seller's prior written consent, which may be withheld in Seller's sole and absolute discretion. Seller hereby agrees that Purchaser may conduct invasive testing as described on EXHIBIT W. If Seller in its absolute discretion withholds its consent to examine Purchaser's reasonable request to conduct an invasive or intrusive test on the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow then the Xxxxxxx Money shall be returned to Purchaser and together with an amount equal to the lesser of (i) Purchaser's agents access to the Property during normal business hours to conduct soil and engineeringactual, hazardous wastethird-party, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility out-of-pocket expenses incurred in connection with its proposed purchase of the Property as contemplated in this Agreement, and (ii) $50,000, this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement. If Purchaser determines that the Property is unsuitable for Purchaser's intended use; provided, however, that prior to conducting its purposes for any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, reason and Purchaser must advise gives Seller in writing (which written notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to decision before the expiration of the Inspection Period, then the Xxxxxxx Money shall be returned to Purchaser, this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement. Purchaser's failure to object in writing to Seller within the Inspection Period shall be deemed a waiver by Purchaser shall restore the Property to of the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive 8(A). In the Closing and not be merged therein and event of such a deemed waiver, Purchaser shall also survive any termination of be deemed to have acknowledged that it had an opportunity to inspect the Property and all Disclosures (as defined in Section 10(H) below) and make such other inquiries and investigations and obtain such reports and analyses it deemed adequate in connection with its decision to purchase the Property, and, as a result thereof, Purchaser shall be deemed to have agreed that, except as specifically set forth in this ContractAgreement, it shall purchase the Property in its "AS IS, WHERE IS" condition, subject to ordinary wear and tear and as more particularly provided in Section 10(H) below.

Inspection Period. During the period commencing with the Effective ----------------- Date and ending forty-five (45) days thereafter, Purchaser shall have access to the Property upon reasonable prior notice to Seller (which notice shall be reasonable if given one or more business days in advance and which may be given by telephone or in writing) to conduct such physical inspections and other tests, examinations, studies, and appraisals of the Property as Purchaser deems necessary or desirable, at Purchaser's sole cost and expense, to determine if the Property is suitable for Purchaser's purposes. Purchaser shall use Purchaser's reasonable efforts to conduct any such physical inspections, tests, examinations, studies, and appraisals in a period manner that will not unreasonably disturb Seller's employees who are working within the Project. All of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine Purchaser's inspections of the Property and tests upon the Property shall be conducted during normal business hours and, in the case of systems tests, with reasonable opportunity for a representative of Seller to conduct its feasibility study thereofbe present. If Purchaser is not satisfied with the condition of the Property for any reason, in Purchaser's sole discretion, then Purchaser may terminate this Contract by giving written notice to Seller agrees that, during on or before the end of the Inspection Period, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser, and the parties shall have no further obligations under this Contract, one to the other, except as provided in Section 5.2. If Purchaser fails to notify Seller will allow in ----------- writing before the expiration of the Inspection Period that Purchaser and has terminated this Contract pursuant to this Section 5.1, then (a) Purchaser shall ----------- be deemed to have accepted the condition of the Property, (b) Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be right to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive be deemed waived, ----------- and (c) the Closing and not Xxxxxxx Money Deposit shall be merged therein and shall also survive non-refundable in any event other than Seller's default or Purchaser's termination of this Contract.the Contract under the provisions of Section 4.4. -----------

Inspection Period. Purchaser Buyer shall have the right, at its sole cost and expense and within a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 one hundred twenty (120) days (the "“Inspection Period”) following the effective date of this Agreement to inspect the Property as set forth herein. Furthermore, Buyer shall have the right, at its sole cost and expense, to extend the Inspection Period for an additional thirty (30) days upon depositing additional money in the escrow as set forth in Section 2.3 above. The Inspection Period may be used by Buyer to conduct or cause to be conducted any and all tests, inspections, reviews, assessments or evaluations of the Property, including without limitation engineering, hydrology, topographic, soils, zoning, wetlands and environmental inspections (including Phase I and/or Phase II environmental site assessments to be performed by an environmental consultant selected by Buyer), and economic feasibility and financial availability analyses (collectively, the "Inspections") within as Buyer deems necessary, desirable or appropriate in order to determine whether the Property is suitable for purchase by Buyer. As used herein, the term "Phase I and/or Phase II environmental site assessments" includes Buyer’s right to perform intrusive soil sampling/investigation to the land and improvements constituting the Property. Simultaneously with the execution of this Agreement, Seller shall provide to Buyer all title, survey, engineering and environmental information and other such information about the Property which Seller may have in its possession (the “Documents to examine be Delivered”). Seller shall allow Buyer, and its authorized agents, representatives, consultant and engineers, reasonable access to the Property and to conduct its feasibility study thereofother information pertaining thereto in the possession of or within the control of Seller for the purpose of the Inspections. Seller agrees that, during shall reasonably cooperate with Buyer in facilitating the Inspection Period, Seller will allow Purchaser Inspections and Purchaser's agents access shall use reasonable efforts to obtain any consents that may be necessary in order for Buyer to perform the Investigations and shall use its reasonable efforts to secure such cooperation from existing tenants of the Property. In the event such Inspections reveal any condition(s) which renders the Property during normal business hours to conduct soil and engineeringunsuitable for purchase by Buyer, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller Buyer may, in its reasonable sole and absolute discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable Agreement upon written notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, delivered within five (a5) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to days after the expiration of the Inspection Period. In the event Buyer terminates this Agreement pursuant to this Section, Purchaser Buyer shall promptly restore the Property to the as close to its previous condition which existed as possible immediately prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice Inspections (which may be by telephoneobligation shall survive the termination of this Agreement) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections upon such restoration of the Property, and all equipmentneither party shall have any further rights nor obligations hereunder except as otherwise expressly provided herein. In the event this Agreement is terminated, materials and substances generated, used or brought onto the Property pose no material threat Buyer will return to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes documents and analysis obtained during the Inspection Period and Buyer agrees that it will not utilize the results of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in such inspection period for any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractother purpose.

Inspection Period. Purchaser shall have For a period of time commencing (the “Inspection Period”) beginning on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time concluding on June 17, 1998 the earlier of: (i) thirty (30) calendar days after the "Inspection Period"Approval Date or (ii) within which to examine the satisfaction (or waiver in writing by the City) of all conditions precedent in Section 8 hereof. JLI shall make the Entire Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access including but not limited to the Property Building Improvements available for inspection by the City, during normal business hours and upon reasonable notice throughout the Inspection Period. The City shall pay all costs incurred in making such inspections, tests, analyses and investigations, and the City agrees to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause repair any damage to the Land or Building Improvements, Purchaser must advise Seller resulting or relating to such inspection or examination, subject to the provisions of Section 768.28, Florida Statutes. The City’s obligation to close this transaction is conditioned upon satisfaction (unless waived by City in writing (which notice shall state in reasonable detail the nature and extent of such proposed testingwriting) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants conditions precedent set forth on Schedule 5.1 attached hereto and made a part in Section 8 hereof, and with those certain Tenants which Purchaser notifies Seller in writing . The City shall have an opportunity during the Inspection Period that Purchaser desires to conduct interviews contact the Subtenants without JLI or its representatives present, to confirm Sublease terms or otherwise perform due diligence and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephonerelated activities. JLI will provide its Phase I environmental site assessment of the Entire Property as described in Section 8(d) to Sellerbelow, and will have the preparer of that report issue a reliance or similar letter to the City such interviews that the City may rely upon the report as though it had commissioned it for itself. If it is determined by the City that a Phase II (as defined in Section 8(d) below) is needed, the Inspection Period shall be conducted only extended as reasonably necessary for JLI to have performed the necessary inspections and the City to receive the reports related thereto, but in no event will the presence Inspection Period be extended by more one (1) month unless mutually agreed upon by the Parties. As of one of Seller's representatives. Not withstanding the foregoingApproval Date, (a) the costs JLI hereby ratifies, confirms and expenses of Purchaser's investigation shall be borne solely by Purchaserrecertifies to City all information, (b) prior documentation and materials provided to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf City in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractAgreement.

Inspection Period. (a) Purchaser shall have a the period of time commencing on from the Effective Date and expiring at 5:00 p.m.until June 15, Dallas, Texas time on June 17, 1998 2020 (the "“Inspection Period") ”), within which to examine conduct a general investigation of the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Project (the “Property Inspection”). If Purchaser is not satisfied with the results of the Property Inspection or determines that it does not wish to purchase the Property, for any reason or for no reason whatsoever, in Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements’s sole and absolute discretion, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature may elect to cancel and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant Agreement by transmitting written notice to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during within the Inspection Period, Seller will allow whereupon Escrow Agent shall return to Purchaser the Deposit paid hereunder, and Purchaser's agents this Agreement shall be terminated and the parties shall be relieved of any further obligations hereunder which do not expressly survive termination pursuant to conduct interviews the provisions of this Agreement. Purchaser agrees that it shall use Xxxxxx Civil Engineers in Orlando, Florida, or whichever engineering firm is then employing Xxxxx Xxxxxxx, for the civil engineering work for the Project. Purchaser agrees at Seller’s request to meet (in person or via telephone conference) on a reasonable periodic basis with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that to assess the progress of the due diligence and to monitor progress on any contractual deadlines occurring within such period. If Purchaser desires does not transmit to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable a written notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one termination of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to this Agreement on or before the expiration of the Inspection Period, then this Paragraph 3(a) shall no longer apply and Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller deemed to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of accepted the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by PurchaserInitial Deposit shall automatically become non-refundable unless Seller defaults hereunder, or as otherwise provided herein. Additionally, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (imake the Additional Deposit required under Section 2(b) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractAgreement which Additional Deposit shall be non-refundable unless Seller defaults, or as otherwise provided herein.

Inspection Period. Purchaser Buyer shall have a period from the Effective Date through 5:00 p.m. Colorado Springs, Colorado time on the date which is sixty (60) days after the later of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 the ROFO Termination Date described in Section 4.5 below (the "“Inspection Period") ”), within which to examine determine whether or not the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property is suitable for Purchaser's Buyer’s intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy determination shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of in Buyer’s sole discretion. On or before the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration end of the Inspection Period, Purchaser Buyer shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver provide written notice to Seller a descriptive listing of indicating that: (i) Buyer has determined that all tests, reports inspections are suitable and inspections conducted by Purchaser Buyer has elected to proceed with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and ; (gii) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection Buyer is dissatisfied with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course certain aspects of its investigations shall be treated as confidential information by Purchaser, and, prior inspection and is willing to proceed with the purchase of the Property by Purchaseronly so long as Seller is willing to comply with Buyer’s request to satisfy certain conditions, Purchaser shall use as specified in such written notice; or (iii) Buyer is dissatisfied with certain aspects of its best efforts inspection and is electing to prevent its agents and employees from divulging terminate the Agreement. Buyer’s failure to provide such information written notice will conclusively be deemed to any third parties except be Buyer’s election of item (i) above. In the event that Buyer’s written notice indicates that Buyer has selected item (iii) above, then this Agreement shall be deemed terminated, the Deposit shall be promptly returned to Buyer, and neither party shall have any further rights or obligations hereunder, except as reasonably necessary to third parties engaged by Purchaser for expressly set forth herein. In the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or event that Buyer’s written notice indicates that Buyer has selected item (ii) above, the parties may, in their sole and absolute discretion, enter into an amendment to this Agreement setting forth the conditions of Seller’s compliance in satisfaction of Buyer’s objections. If Buyer and Seller are unable to reach agreement as to Seller’s compliance in satisfaction of Buyer’s objections and such amendment has not been completed within ten days after Buyer has delivered its written notice to Seller, then Buyer may required by applicable law, unless such information is generally available either (a) waive its objections and proceed in accordance with the terms of this Agreement to the public Closing, or is disclosed (b) terminate this Agreement by a written notice to Seller given within ten days after the end of such ten day period, in which case this Agreement shall be deemed terminated, the Deposit shall be promptly returned to Buyer, and neither party other than Purchaser shall have any further rights or obligations hereunder, except as expressly set forth herein. Buyer’s failure to provide written notice of its agents. Purchaser intention to terminate this Agreement shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes be deemed Buyer’s election of action, damages, liens, losses, costs and expenses item (including, without limitation, reasonable attorneys' feesa) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractabove.

Inspection Period. Purchaser Purchaser, at Purchaser's sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Subject Property for a period of time commencing on the Effective Date date of execution of this Contract and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 forty-five (45) days thereafter (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof). Seller agrees that, during During the Inspection Period, Seller will allow Purchaser shall also attempt to obtain all governmental approvals required in order to permit Purchaser to continue to sell the timeshare intervals which are included within the Subject Property. Purchaser and Purchaser's duly authorized agents access or representatives shall be permitted to enter upon the Subject Property at all reasonable times during normal business hours the initial Inspection Period in order to conduct engineering studies, soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended useany other inspections and/or tests that Purchaser may deem necessary or advisable; provided, however, that prior to conducting no drilling or other ground penetrations or physical sampling in any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy building shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaserdone without Seller's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents toprior written consent, which consent shall not be unreasonably withheldwithheld or delayed. Purchaser further agrees to indemnify and hold Seller harmless from any claims or damages, provided including reasonable attorneys' fees, resulting from Purchaser's inspection of the Subject Property. In the event that such interviews shall take place during normal business hours after reasonable notice (the review and/or inspection conducted by this paragraph shows any fact, matter or condition to exist with respect to the Subject Property that is unacceptable to Purchaser, in Purchaser's sole discretion, or in the event that Purchaser is unable to obtain all necessary governmental approvals in order to permit Purchaser to continue to sell the timeshare intervals which may be by telephone) to Sellerare included within the Subject Property, and such interviews or if for any reason Purchaser determines that purchase of the Subject Property is not feasible, then Purchaser shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoingentitled, (a) the costs and expenses of as Purchaser's investigation sole remedy, to cancel this Contract by providing written notice of cancellation to Seller prior to the expiration of the Inspection Period. If Purchaser shall be borne solely by Purchaser, (b) provide written notice of cancellation prior to the expiration of the Inspection Period, then this Contract shall be cancelled, all Xxxxxxx Money (less $5,000.00) shall be immediately returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall restore have any continuing obligations one unto the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractother.

Inspection Period. Purchaser Purchaser, at Purchaser's sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Subject Property for a period of time commencing on the Effective Date date of execution of this Contract and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 sixty (the "Inspection Period"60) within which to examine the Property and to conduct its feasibility study thereofdays from that date. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's duly authorized agents access or representatives shall be permitted to enter upon the Subject Property at all reasonable times during normal business hours the Inspection Period in order to conduct engineering studies, soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended useany other inspections and/or tests that Purchaser may deem necessary or advisable; provided, however, that prior to conducting no drilling or other ground penetrations or physical sampling in any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy building shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaserdone without Seller's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents toprior written consent, which consent shall not be unreasonably withheldwithheld or delayed. Purchaser further agrees to indemnify and hold Seller harmless from any claims or damages, provided including reasonable attorneys' fees, resulting from Purchaser's inspection of the Subject Property. In the event that such interviews shall take place during normal business hours after reasonable notice (which may be the review and/or inspection conducted by telephone) this paragraph shows any fact, matter or condition to Sellerexist with respect to the Subject Property that is unacceptable to Purchaser, and such interviews in Purchaser's sole discretion, or if for any reason Purchaser determines that purchase of the Subject Property is not feasible, then Purchaser shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoingentitled, (a) the costs and expenses of as Purchaser's investigation sole remedy, to cancel this Contract by providing written notice of cancellation to Seller prior to the expiration of the Inspection Period. If Purchaser shall be borne solely by Purchaser, (b) provide written notice of cancellation prior to the expiration of the Inspection Period, then this Contract shall be cancelled, all earnxxx xxxey (less $100.00) shall be immediately returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall restore have any continuing obligations one unto the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition other. If no notice of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access cancellation is provided by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase expiration of the Property by PurchaserInspection Period, Purchaser then this Contract shall use its best efforts to prevent its agents remain in full force and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contracteffect.

Inspection Period. Purchaser shall have a period of time commencing until 5:00 p.m. on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 31st day following the execution of this Agreement (the "Inspection PeriodINSPECTION PERIOD") within which to examine the Property Permitted Exceptions, the Leases, the Contracts, the Books and Records, the inventory as to any dated items, the Environmental Reports, and the Plans and to conduct its feasibility study thereof. Seller agrees thatmake such physical, during the Inspection Periodzoning, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning land use and other studies or tests examinations, inspections and to otherwise determine the feasibility investigations of the Property for or the use or operation thereof which Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be discretion, may determine to terminate this Contract pursuant to Section 5.2 hereof and receive a refund make. In the event Purchaser is not satisfied with any of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of in Purchaser's investigation shall be borne solely sole discretion, Purchaser may cancel this Agreement by Purchaser, (b) written notice of cancellation given to both Seller and the Escrow Agent prior to the expiration of the Inspection Period, in which event the Escrow Agent shall return the Deposit and all interest earned thereon to Purchaser whereupon both parties shall restore be released from all further obligations under this Agreement. In the Property to event Purchaser has not delivered written notice of cancellation before the condition which existed prior to expiration of the Inspection Period, then Purchaser's entry thereon and investigation thereof rights to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser cancel this Agreement shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in expire. In the event Purchaser timely elects to cancel this Agreement during the transaction contemplated by Inspection Period as permitted above, and as consideration for Seller granting Purchaser the right to cancel this Contract does not close for any reasonAgreement, Purchaser shall deliver to Seller a descriptive listing with the notice of cancellation true copies of all testsstudies, surveys, plans, investigations and reports obtained by or prepared for Purchaser in connection with Purchaser's investigation of the Property. Purchaser is a knowledgeable owner and inspections conducted by operator of real estate properties. Purchaser with respect has previously reviewed and considered the nature of this transaction and the Inspection Period will give Purchaser the opportunity to thoroughly investigate the Property and deliver copies thereof all aspects of the transaction. In electing to Seller (excludingproceed with the transaction, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to have determined that the Property by reason is satisfactory to Purchaser in all respects as Purchaser acknowledges that he is purchasing the Property in "as is, where-is" condition. Purchaser acknowledges and agrees that the Purchase Price was negotiated on the basis of this being an "as is" transaction; and the "as is" nature of the performance of any work or the purchase of any materials by transaction was a material inducement for Seller to enter into this Agreement. Purchaser or any other party has and will rely solely on Purchaser's behalf own independent investigations and inspections, and Purchaser has not relied and will not rely on any representation of Seller other than as expressly set forth in connection with this Agreement. Purchaser further acknowledges and agrees that, except for the specific representations made by Seller in this Agreement, Seller has made no representations, is not willing to make any studies or tests conducted pursuant representations, nor has held out any inducements to Purchaser other than those (if any) exclusively set forth in this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Agreement; and Seller a reasonable time prior to entry onto the Property is not and shall permit Seller to have a representative present during all investigations and inspections conducted with respect not be liable or bound in any manner by any express or implied warranties, guaranties, statements, representations or information pertaining to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained be specifically set forth in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractAgreement.

Inspection Period. Purchaser Purchaser, at Purchaser’s sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Subject Property for a period of time commencing on the Effective Date date hereof and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 35 days after the effective date of this Contract (such period is referred to herein as the "“Inspection Period") within which ”). Upon 24 hours advance notice to examine Seller, Purchaser and Purchaser’s duly authorized agents or representatives shall be permitted to enter upon the Subject Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours Period in order to conduct engineering studies, soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended useany other inspections and/or tests that Purchaser may deem necessary or advisable; provided, however, that no drilling or other ground penetrations or physical sampling in any building shall be done without Seller’s prior written consent. Purchaser further agrees to conducting indemnify and hold Seller harmless from any invasive testing claims or damages, including reasonable attorneys’ fees, resulting from Purchaser’s inspection of the Subject Property, which indemnity shall survive the cancellation or termination of this Contract. In the event that the review and/or inspection conducted by this paragraph shows any fact, matter or condition to exist with respect to the Land or ImprovementsSubject Property that is unacceptable to Purchaser, in Purchaser’s sole discretion, or if for any tests or studies which could cause any damage to reason Purchaser determines that purchase of the Land or ImprovementsSubject Property is not feasible, then Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be entitled, as Purchaser’s sole remedy, to terminate cancel this Contract pursuant by providing written notice of cancellation to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition in which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents case this Contract shall be subject cancelled and all Xxxxxxx Money (less $100.00) shall be immediately returned to Purchaser by the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reasonTitle Company, Purchaser shall deliver return to Seller a descriptive listing all of all teststhe Due Diligence Items provided by Seller, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to thereafter neither Seller (excluding, however, any proprietary development or marketing materials), (e) nor Purchaser shall not permit have any mechanic's or materialman's liens or any other liens continuing obligations one unto the other. If Purchaser fails to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with terminate this Contract on or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase expiration of the Property by Inspection Period, Purchaser’s right to terminate the Contract under this Article VI shall be deemed to have been waived and this Contract shall remain in full force and effect and the Xxxxxxx Money shall thereafter be non-refundable (but applicable to the purchase price), Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except for (i) as reasonably necessary to third parties engaged a default by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this ContractSeller, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) Seller’s failure to cure Title Defects in the event Seller has agreed to attempt to cure said Title Defects as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or set forth in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractArticle V hereof.

Inspection Period. Purchaser 4.5.1. Buyer acknowledges that Buyer or its affiliates are indirect owners of the Property, serving as the operating member of the limited liability company which indirectly wholly owns the Property, and serve as the property manager for the Property, and Buyer is intimately familiar with all aspects of the Property. During the Inspection Period (hereinafter defined), Buyer, its agents and representatives, shall have a period be entitled to enter upon the Property, including all leased areas (subject to the terms of time commencing on the Effective Date Leases), upon reasonable prior notice to Seller, to perform inspections and expiring at 5:00 p.m.tests of the Property, Dallasincluding surveys, Texas time on June 17environmental studies, 1998 (examinations and tests of all structural and mechanical systems within the "Inspection Period") within which Improvements, and to examine the books and records of Seller relating to the Property (excluding confidential and proprietary materials). Before entering upon the Property, Buyer shall furnish to conduct its feasibility study thereofSeller evidence of general liability insurance coverage in such amounts and insuring against such risks as Seller may reasonably require. Seller agrees thatNotwithstanding the foregoing, during Buyer shall not be permitted to interfere unreasonably with Seller’s operations at the Inspection PeriodProperty or interfere with any tenant’s operations at the Property, Seller will allow Purchaser and Purchaser's agents the scheduling and procedure for any inspections shall take into account the timing and availability of access to the Property during normal business hours tenants’ premises, pursuant to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies the tenants’ rights under the Leases or tests and otherwise. If Buyer wishes to otherwise determine the feasibility engage in any testing which will damage or disturb any portion of the Property for Purchaser's intended use; providedProperty, howeverBuyer shall obtain Seller’s prior written consent thereto, that which may be refused or conditioned as Seller may deem appropriate. Without limiting the generality of the foregoing, Seller’s written approval (which may be granted, withheld or conditioned in Seller’s sole discretion) shall be required prior to conducting any invasive testing with respect to the Land or Improvementssampling including any testing or sampling of surface or subsurface soils, surface water, groundwater or any tests materials in or studies which could cause about the Improvements. Buyer shall repair any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve Property caused by any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereofinvestigations, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold harmless Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, lossesclaims, costs and expenses (includingresulting therefrom, without limitation, reasonable attorneys' fees) incident to, or from any other damage to property or injury to persons resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the PropertyBuyer’s inspections. The agreements contained in this Section 5.1 foregoing indemnification shall survive Closing or the Closing and not be merged therein and shall also survive any termination of this ContractAgreement.

Inspection Period. Purchaser Purchaser, at Purchaser’s sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Subject Property for a period of time commencing on the Effective Date date hereof and expiring at 30 days after the date hereof (such period is referred to herein as the “Inspection Period”). Upon 24 hours advance notice to Seller, Purchaser and Purchaser’s duly authorized agents or representatives shall be permitted to enter upon the Subject Property between the hours of (i) 7:00 a.m. and 10:00 a.m., and (ii) 3:00 p.m. and 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours Period in order to conduct engineering studies, soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended useany other inspections and/or tests that Purchaser may deem necessary or advisable; provided, however, that prior to conducting no drilling or other ground penetrations or physical sampling in any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy building shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents todone without Seller’s prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. Purchaser further agrees to indemnify and hold Seller harmless from any claims or damages, provided including reasonable attorneys’ fees, resulting from Purchaser’s inspection of the Subject Property, which indemnity shall survive the cancellation or termination of this Contract. In the event that such interviews shall take place during normal business hours after reasonable notice (which may be the review and/or inspection conducted by telephone) this paragraph shows any fact, matter or condition to Sellerexist with respect to the Subject Property that is unacceptable to Purchaser, and such interviews in Purchaser’s sole discretion, or if for any reason Purchaser determines that purchase of the Subject Property is not feasible, then Purchaser shall be conducted only in the presence entitled, as Purchaser’s sole remedy, to cancel this Contract by providing written notice of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) cancellation to Seller prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition in which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents case this Contract shall be subject cancelled and all xxxxxxx money (less $100.00) shall be immediately returned to Purchaser by the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reasonTitle Company, Purchaser shall deliver return to Seller a descriptive listing all of all teststhe Due Diligence Items provided by Seller, reports and inspections conducted by thereafter neither Seller nor Purchaser with respect shall have any continuing obligations one unto the other. If Purchaser fails to terminate this Contract on or prior to the Property expiration of the Inspection Period, Purchaser’s right to terminate the Contract under this Article VI shall be deemed to have been waived and deliver copies thereof this Contract shall remain in full force and effect and the xxxxxxx money shall thereafter be non-refundable (but applicable to Seller the purchase price), except for (i) a default by Seller, (ii) a failure of a condition precedent to Purchaser’s obligations hereunder (excluding, however, any proprietary development or marketing materialsthe condition precedent described in Article VIII B.), or (eiii) Purchaser shall not permit any mechanic's or materialman's liens or any other liens Seller’s failure to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser cure Title Defects in the course of its investigations shall be treated event Seller has agreed to attempt to cure said Title Defects as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or set forth in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractArticle V hereof.

Inspection Period. 5.01 Purchaser shall have a period of time commencing on sixty (60) days from the Effective Date and expiring at 5:00 p.m.Date, Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and ), to conduct its engineering, feasibility study thereofand such other studies and investigations concerning the property being acquired as it desires (the “Investigation Period”). Seller agrees that, during During the Inspection Investigation Period, Seller will allow Purchaser and Purchaser's agents shall be provided with full access to the Property during normal business hours to conduct as deemed necessary by the inspecting party. Purchaser and/or its designated agents may enter upon the applicable property for the purpose of soil analysis, core drilling, structural examination and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvementstests, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or other studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof tests, examinations and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (investigations which may be by telephone) deemed necessary. During the Investigation Period the parties agree to Sellercooperate fully with one another in order that each may obtain copies of all documents pertaining to the property being acquired, including, but not limited to, plats, site plans, surveys, permits, licenses, approvals, and such interviews shall be conducted only environmental reports. If for any reason, or no reason, Purchaser determines during the Investigation Period (in its sole discretion) that it does not desire to proceed with the presence of one of Seller's representatives. Not withstanding transaction (the foregoing“Terminating Party”), (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to then no later than the expiration of the Inspection Investigation Period, the Terminating Party shall notify the other party that it has elected not to proceed and desires to terminate this Agreement, and the parties shall be relieved of all liability under this Agreement. If Purchaser fails to provide to Seller notice that it has elected not to proceed on or before 5:00 p.m. on the last day of the Investigation Period, then Purchaser shall be deemed to have elected to proceed and shall have no further right to terminate this Agreement under this Section. In the event this Agreement fails to close for any reason, to the extent Purchaser’s inspections resulted in alterations of the Property, Purchaser shall restore the Property property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, existing prior to the purchase inspections. To the extent permitted by Florida law, Xxxxxxxxx agrees to indemnify and hold the Seller harmless against any property damage or personal injury or claim of lien against resulting from the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated activities permitted by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses Section (including, without limitation, reasonable attorneys' fees) incident to’ fees and expenses paid or incurred by the other party during litigation, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on if any). Liability under the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 foregoing indemnity shall survive the Closing and not be merged therein and shall also survive any termination of this ContractAgreement.

Inspection Period. Purchaser and its agents shall have a period of time commencing on sixty (60) days from and after the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 of this Agreement (the "Inspection Period") within which to examine study and inspect Parcel A and Parcel B (Parcel A and Parcel B being hereinafter from time to time collectively referred to as the "Property"). Purchaser and its agents shall have the right to enter upon the Property and, at Purchaser's sole cost and expense, to conduct make such inspections, surveys and tests as Purchaser, in its feasibility study thereofsole discretion, deems appropriate. Seller agrees thatPurchaser shall restore the Property so that the Property is in substantially the same condition as existed prior to such inspections, during surveys and tests. Within five (5) days after the Inspection PeriodEffective Date hereof, Seller will allow shall provide Purchaser and Purchaser's agents access to with all of the Property during normal business hours to conduct soil and engineeringfollowing within its possession or reasonable control: surveys, hazardous waste, marketing, feasibility, zoning site plans and other studies or tests and to otherwise determine the feasibility drawings of the Property for Purchaser's intended useor any improvements thereon; providedtitle commitments, however, that prior to conducting policies and reports; and any invasive testing with respect environmental reports applicable to the Land or Improvements, or any tests or studies which could cause any damage to Property. Purchaser shall have the Land or Improvements, Purchaser must advise Seller in writing right (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse sole discretion and with no obligation to approve any such tests or studiesdo so) to shorten the Inspection Period provided for herein upon written notice of the same to Seller, in which event Inspection Period shall be considered to expire upon the date as specified in such notice and the Parcel A Closing shall take place within ten (10) days after the date of such expiration in accordance with the terms of this Agreement. If Purchaser determines for any reason or no reason that the Property is not suitable for Purchaser's sole remedy purposes, Purchaser shall be give written notice electing to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth Agreement on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) or prior to 5:00 p.m., Columbia, South Carolina time, on the expiration last day of the Inspection Period, Purchaser in which event this Agreement shall restore terminate and the Property to the condition which existed prior Xxxxxxx Money shall be returned to Purchaser's entry thereon . If Purchaser fails to give written notice of its election to terminate this Agreement, this Agreement shall automatically continue beyond the Inspection Period and investigation thereof to all Xxxxxxx Money shall be nonrefundable except in the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation case of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development default or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated otherwise as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractset forth herein.

Inspection Period. Purchaser Buyer shall have a period of time commencing on 20 days from the Effective Date Data of this Agreement to perform and expiring at 5:00 p.m.review existing studies and to make inspections to determine in its sole discretion, Dallasif the Property is suitable for its purposes (including, Texas time on June 17without limitation, 1998 market studies, environmental reports, soil tests, site plans, architectural drawings, governmental permit availability, economic feasibility, contractor suitability and availability or project financing). (the The "Inspection Period") within which Seller grants Buyer and Buyer's representatives the right to examine the go on to she Property and to conduct its feasibility study thereofsire studies. Seller Buyer agrees that, during so restore the Inspection Period, Seller will allow Purchaser Property substantially so its original condition after completion of such tests and Purchaser's agents access further agrees that no liens shall be permitted to be attached to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of any such activities. Seller also grants Buyer and Buyer's representatives the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on right to enter the Property and, further, such access by Purchaser and/or its agents shall be subject up to and including the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver Closing. Buyer further agrees to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless forfrom any damages or liabilities arising from injuries or property damage caused by activities of Buyer or its representatives in pursuing the activities permitted wider this paragraph. if Buyer determines, from in its sole discretion, that the Property is unsuitable for its proposed development and against gives written notice of this to Seller not more than two (2) days after the end of the Inspection Period, then his Agreement shall terminate, any and all claimsdeposits shall be returned to Buyer, liabilitiesand neither party shall have any further obligations to the other, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or except that Buyer's indemnity in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 preceding paragraph shall survive the Closing and not be merged therein extinguished. If no written notice within the two (2) day period the buyer deemed so be purchasing the property in "AS IS" condition. Seller agrees to cooperate with Buyer in connection with any reviewing, permitting or other necessary application to governmental agencies, so long as Seller incurs no financial obligations thereby and so long as the Property is not burdened by any such rezoning or permitting prior to closing without Seller's written consent. After expiration of inspection period, Seller agrees to permit Buyer, at buyer's expense and with all appropriate permits having been obtained to erect a sign advertising the sale of the condominium units of "Residences as Bay Harbor" and so conduct any and all sales activity to determine the public's level of interest in the project. After the inspection period, Buyer shall also survive any termination of this Contracthave the right to contract with individual unit buyers to sell units in "Residences at Bay Harbor" provided Buyer insert a clause in she individual contracts advising the individual unit buyers that Buyer is not yet the owner and the Buyer shall have the right to cancel these contracts in the event it elects not to go forward with the closing.

Inspection Period. Purchaser shall have a 3.1. For the period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within commencing on the date hereof and ending on December 9, 2016 (the "Inspection Period Expiration Date"), and thereafter until Closing unless this Agreement has been terminated, Purchaser shall have the right, upon forty-eight (48) hours prior notice to Seller (which may be via electronic mail, but without requirement for concurrent overnight delivery), to examine the Property have performed (i) a physical, mechanical and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility environmental inspection of the Property as Purchaser deems necessary to determine the physical condition of the Property, and (ii) an inspection of all books and records and financial information pertaining thereto. Purchaser shall not conduct an invasive testing with Seller’s prior written approval (which may be via electronic mail, but without requirement for concurrent overnight delivery), which approval may be granted or withheld in Seller’s sole discretion. During the Inspection Period and thereafter until Closing unless this Agreement has been terminated, Seller shall cooperate with Purchaser in its inspection of the Property, including but not limited to, furnishing, to the extent such information is in Seller’s possession, to Purchaser such information, materials and documents as Purchaser may reasonably request. If Purchaser, in Purchaser's intended usesole judgment, shall find such inspection to be unsatisfactory for any reason whatsoever or for no reason, Purchaser shall have the right, at its option, to be exercised not later than 5:00 p.m. California time on the Inspection Period Expiration Date, to elect to terminate this Agreement by written notice to Seller and the Escrow Agent, and, upon such election, all Xxxxxxx Money shall be immediately refunded to Purchaser without necessity of joint instructions under Section 13.3 hereof (provided that Seller shall not have previously delivered a notice of default under Section 12.3 hereof), and, thereupon, the parties hereto shall have no further liabilities one to the other (other than those that are expressly stated to survive the termination of this Agreement). If Purchaser fails to terminate this Agreement on or before the Inspection Period Expiration Date by written notice to Seller and the Escrow Agent, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 3.1. Purchaser agrees that it shall not unreasonably interfere with Tenants in performing its inspection. Except to the extent arising out of the negligence or willful misconduct of Seller or Seller’s contractors, employees, representatives or agents, Purchaser shall indemnify and hold Seller harmless for any and all actual damage, cost and expense caused by Purchaser’s, or its employees’, agents’ or contractors’, activities on the Property pursuant to the inspection rights granted herein, including reasonable attorneys’ fees but expressly excluding punitive, special, consequential or incidental damages; provided, however, that prior to conducting Purchaser shall not be responsible for any invasive testing with respect to losses or expenses resulting from the Land discovery of adverse information regarding the Property. Purchaser, and its agents, representatives, and management company, shall not, during the term of this Agreement and for two (2) years after the term of this Agreement, solicit Seller's or Improvementsits managing agent's personnel for employment, or any tests or studies which could cause any damage to discuss the Land or Improvementsterms and provisions of this Agreement with such personnel, without Seller’s prior written consent. Purchaser must advise shall notify Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests on or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection PeriodPeriod Expiration Date which, if any, of the Contracts Purchaser desires Seller to terminate at (and effective as of) Closing and Seller will terminate those Contracts specified in Purchaser’s notice, except Seller shall restore have no obligation to terminate Contracts which cannot be terminated by Seller upon thirty (30) days’ written notice of less or without the Property payment of a premium or penalty. Purchaser’s failure to timely delivery said notice shall be deemed Purchaser’s election to continue and assume all Service Contracts. unless Purchaser agrees to pay the condition which existed prior same at Closing. Purchaser’s failure to timely deliver said notice shall be deemed Purchaser’s election to continue and assume all Contracts. Seller shall cooperate with Purchaser, both before and after the Closing, to obtain any approvals or consents required to assign any Contracts to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests sending requests for such approvals or inspections conducted by Purchaser consents to the party or its agents, contractors parties whose consent or representatives on the Propertyapproval is required. The agreements contained in Seller’s obligations under this Section 5.1 paragraph shall survive the Closing and not be merged therein and for a period of three (3) months. Notwithstanding anything in this Agreement to the contrary, Purchaser shall also survive have no obligation to assume any obligation under any Contract for reimbursement of any amounts paid prior to the Closing Date upon termination of this said Contract, and, if Purchaser does assume such obligation, then Seller shall indemnify Purchaser with respect thereto (except to the extent that such termination is due to an affirmative act or omission of Purchaser resulting in a default under said Contract).

Inspection Period. A. Purchaser and its agents shall have a period of time commencing on thirty (30) days following the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "“Inspection Period"”) within which to examine inspect or cause to be inspected all aspects of the Property physical and economic condition of the Subject Premises, to review the Lease, to interview the Tenant and to conduct complete all other due diligence investigations that Purchaser may elect in its feasibility study thereof. Seller agrees that, during discretion in accordance with the Inspection Period, Seller will allow Purchaser terms and Purchaser's agents access conditions of this Agreement and expressly subject to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine rights of Tenant under the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Lease. Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to may conduct such tests or studies and Seller mayenvironmental audits as Purchaser elects, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents tomay not perform a Phase II environmental audit, nor any other invasive test, upon the Subject Premises without the consent of Seller, which consent shall not be unreasonably withheldwithheld so long as Seller has received and reviewed the names and qualifications of the parties performing such audits and tests, provided that such interviews parties are qualified, experienced, and have good reputations, Seller has approved the methodology proposed for such tests and, in the case of a Phase II environmental audit, the audit would reasonably be required as a result of the findings set forth in any Phase I environmental audit performed by Purchaser. Access to the Subject Premises shall take place during normal business hours after reasonable be freely available to Purchaser and its agents subject to the terms of this Agreement. If Purchaser is not satisfied in its sole and exclusive discretion with the results of such inspections, or with the Lease or with any other aspect of the Property or this transaction for any reason or no reason at all, Purchaser in its sole discretion may rescind this transaction by sending written notice (which may be by telephone) to Seller, which notice must be received by Seller prior to the expiration date of the Inspection Period and such interviews Purchaser shall be conducted only in thereupon receive a refund of the presence of one of Seller's representativesDeposit. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) If Purchaser has not elected to terminate this Agreement prior to the expiration of the Inspection Period, Purchaser shall restore the Property then Purchaser’s right to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants terminate this Agreement under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) 7 will be void and Purchaser shall give notice (which may will be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller deemed to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of waived its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in Inspection Period contingency under this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract7.

Inspection Period. Seller has previously allowed Purchaser onto the Property pursuant to an Access Agreement (herein so called) between Seller and Purchaser dated February 19, 1998. Purchaser shall have a period of time commencing on the Effective Date February 19, 1998, and expiring at 5:00 p.m., DallasGreenville, Texas South Carolina time on June 17, 1998 the forty-fifth day thereafter (the "Inspection Period") ), within which to examine the Property and to conduct its feasibility study thereofof the Property. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding Notwithstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially not unreasonably interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials)Seller, (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agentsengineers. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the PropertyProperty (whether before, on or after the Effective Date), including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser shall have a period Buyer’s obligations under this Contract are subject to and conditioned upon Buyer’s investigation and study of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and satisfaction with all aspects thereof deemed relevant by Buyer in its sole and absolute discretion, including but not limited to: the effect of any mineral reservations on value and utility of the Property; the zoning of the Property; the soils reports and soil conditions; the availability of all utilities to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser Property in adequate Initial capacities and Purchaser's agents at appropriate locations; access to the Property during normal business hours to conduct soil by public roads; the availability or likelihood of obtaining all approvals and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility permits required for Buyer’s intended use of the Property for Purchaser's Property; merchantability of title and the overall economic viability of the Buyer’s intended use; provided, however, that prior to conducting any invasive testing with respect to use of the Land or Improvements, or any tests or studies which could cause any damage to Property. Buyer shall have sixty (60) days from MEC (the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing“Inspection Period”) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof make such investigations and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser studies with respect to the Property and deliver copies thereof conduct any and all due diligence as Buyer deems appropriate. If Buyer, in its sole discretion, finds the Property unsatisfactory for any reason, Buyer may elect to terminate the Contract. Termination must be made in writing to Seller or Seller’s attorney and, provided that termination is made on or before the last day of the Inspection Period (excludingunless the final day falls on a Saturday or Sunday, howeverin which case, any proprietary development or marketing materialsthe final day shall be 5:00 pm MST on the following Monday), (e) Purchaser Colorado Land Title shall not permit any mechanic's promptly refund all of Buyer’s Exxxxxx Money to Buyer with no further instruction from Seller. If Buyer fails to give Seller written notice of termination on or materialman's liens or any other liens before the last day of the Inspection Period, Buyer shall be deemed to attach have accepted the condition of the Property as satisfactory and the second Exxxxxx Money deposit shall become due on the date following the Inspection Period as provided in paragraph C above. Buyer’s failure to deposit the Exxxxxx Money 2nd Deposit shall result in an automatic termination of this Contract and Seller Shall be entitled to the Exxxxxx Money 1st Deposit as liquidated damages hereunder. This Inspection Period shall include Buyer’s Title Review, Off-Record Matters, Survey Review, Property Inspection and Insurability rights of review evidenced by reason Sections 8(a)(b)(c) and 10(a) and 10(c) of the performance Contract (the “Due Diligence Rights”). The intent of any work or the purchase this Inspection Period is to provide Buyer with a comprehensive period of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser time within which Buyer shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during accomplish all investigations and inspections conducted with respect of its due diligence pertaining to the Property, and (g) Purchaser . Buyer’s objection deadline for the Due Diligence matters shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with be the investigations and inspections final day of the PropertyInspection Period (unless the final day falls on a Saturday or Sunday, and all equipmentin which case, materials and substances generated, used or brought onto the final day shall be 5:00 pm MST on the following Monday). In the event Buyer has determined the Property pose no material threat is unsatisfactory for any reason, Buyer’s sole remedy is to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with terminate this Contract or obtained by Purchaser as provided above. To further clarify, any reference in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase main body of the Property by Purchaser, Purchaser shall use its best efforts Contract as to prevent its agents and employees from divulging such information Buyer’s obligation to any third parties except (i) as reasonably necessary provide Seller with a Notice to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers Correct and/or Seller’s obligation to cure or (ii) as may required by applicable law, unless such information is generally available to the public correct defects or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractunsatisfactory conditions are inapplicable.

Inspection Period. Purchaser shall have the right and option for a period of expiring at 5:00 pm central time commencing on the date which is thirty (30) days following the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "“Inspection Period"”) within which to examine (i) enter upon the Real Property and to conduct its feasibility study thereofphysical inspections of the Assets and (ii) undertake such other due diligence as Purchaser shall deem appropriate, including, without limitation, environmental tests, soil tests and engineering studies. Seller agrees that, during the Inspection Period, Seller will allow shall provide to Purchaser and Purchaser's agents access its representatives, the books, records, financial reports, environmental reports and other studies, if any, pertaining to the Property during normal business hours to conduct soil Assets or the operation thereof, at reasonable times upon the request of Purchaser. Any and engineeringall inspections, hazardous wastetests, marketing, feasibility, zoning audits and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be investigations performed by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agentsagents and representatives shall be at Purchaser’s sole cost and expense. Further, contractors or representatives, (c) all such inspections and tests shall be performed by Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt without material interference with the operation of Seller's business operations conducted on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend agrees to indemnify and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses liens (including, without limitation, mechanic’s or materialmen’s liens or claims of liens), demands, liabilities, losses, damages, costs and expenses including, reasonable attorneys' ’ fees) incident to, resulting from any damage caused to the Property or in injury to any way arising out persons which arises from any activity of Purchaser or any of its agents and representatives pursuant to this Section 4; provided, however, Purchaser shall not be liable for any diminution in the value or marketability of the Assets due to findings in Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property’s investigations under this Section 4. The agreements contained in provisions of this Section 5.1 4 shall survive the Closing and not be merged therein and shall also survive any or earlier termination of this ContractAgreement. In the event that Purchaser is not satisfied, in its sole and exclusive discretion, with the results of its inspections for any reason whatsoever, Purchaser may rescind this transaction and terminate the Agreement by giving written notice to Seller prior to the expiration of the Inspection Period and shall thereupon receive a refund of the First Deposit. Purchaser shall have no obligation to notify Seller of any reason for such rescission and termination. If Purchaser exercises its termination rights under this Section 4, the Escrow Agent shall promptly return the First Deposit to Purchaser without further instruction, and neither party shall have any further liability hereunder except for the obligations which are intended to expressly survive the termination hereof.

Inspection Period. Purchaser Buyer shall have a period of time commencing on the Effective Date and expiring ending at 5:00 p.m., Dallas, Texas p.m. central time on June 17, 1998 forty five (the 45) days thereafter ("Inspection Period") within ), during which time Buyer and Buyer's counsel, accountants, agents and other authorized representatives (collectively, "Authorized Agents"), shall be entitled to examine enter upon the Property for the purpose of inspecting and examining the Property, including, without limitation, conducting surveying, engineering and non-invasive environmental tests (i.e. a Phase I environmental test) and studies, and any such other reasonable inspections and investigations as Buyer shall consider appropriate, provided, however, Buyer shall not conduct any intrusive inspection or examination without Seller's prior written consent. Subject to conduct the rights of Tenants under the Leases, Buyer and its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents Authorized Agents shall have access to the Property during normal business upon not less than twenty-four (24) hours prior notice to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Sellerelectronic mail), and such interviews Seller shall be conducted only reasonably cooperate with Buyer and its Authorized Agents in Buyer's inspection process. If Buyer, in Buyer's sole discretion and opinion, for any reason or no reason, is dissatisfied with the presence results of one Buyer's inspection of Seller's representatives. Not withstanding the foregoingProperty or any of the other items furnished by Seller and reviewed by Buyer, (a) the costs and expenses of Purchaser's investigation shall be borne solely as set forth in this Section 4, Buyer may, by Purchaser, (b) written notice delivered to Seller prior to the expiration of the Inspection Period, Purchaser terminate this Agreement, in which event the Xxxxxxx Money shall restore be delivered to Buyer, without the Property consent or joinder of Seller being required, and Seller and Buyer shall have no further obligations hereunder, except as may otherwise be provided in this Agreement. In the event that Buyer elects to proceed with the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition acquisition of the Property was affected by as provided herein or as a result fails to notify Seller of Buyer's election to terminate the actions Agreement in accordance with the provisions of Purchaser or its agentsthis Section 4(A), contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents Buyer shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller deemed to have a representative present during all investigations and inspections conducted with respect elected to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection proceed with the investigations and inspections acquisition of the Property, whereupon the entire Xxxxxxx Money shall immediately become fully nonrefundable except in the event of a Seller default or as may be otherwise expressly set forth in this Agreement, and all equipment, materials and substances generated, used or brought onto Buyer shall be obligated to purchase the Property pose no material threat on the terms and subject to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractconditions set forth herein.

Inspection Period. Subject to rights of Tenant and the limitations, if any, imposed on the landlord's right of entry under the Lease, Purchaser and its agents, employees, representatives, consultants and independent contractors shall have a period of time commencing on from the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 of this Agreement to the date that is thirty (30) business days after the Effective Date (the "Inspection Period") within in which to examine STORE NO. 2872R conduct, at Purchaser's sole expense, such physical, environmental, engineering and feasibility reports, inspections, examinations, tests and studies as Purchaser deems appropriate (including, without limitation, interviews of Tenant, but Seller makes no representations, warranties and/or guaranties as to any information received by Purchaser from Tenant) in an effort to determine whether the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property suitable for Purchaser's intended use; provideduses of the Property including, howeverwithout limitation, that those matters disclosed by any survey of the Property obtained by Seller as provided in Paragraph 5 hereof, and those matters related to the title to the Property as provided in Paragraph 5 hereof. In connection with Purchaser's investigation of the Property, at all times prior to conducting the Closing, Seller shall provide access via the World Wide Web (except for items larger than letter or legal size documents such as surveys, site plans, and plans and specifications, hard copies of which will be delivered to Purchaser) to Purchaser to the following items (which Seller shall update from time to time prior to the Closing Date as and when Seller shall receive any invasive testing more current or accurate information or materials) to the extent the same are in Seller's possession or are readily available to Seller: (i) any existing title commitments for the Property (and to the extent not delivered by the Title Insurer (as defined in Paragraph 5 below) pursuant to Paragraph 5 below, legible copies of any title exception documents thereto), (ii) the Lease, (iii) any existing surveys of the Property, (iv) any existing appraisals of the Property, (v) any Phase I and other environmental reports or relating to the Property, (vi) all other third party reports with the respect to the Property, (vii) the most recent real estate tax bills relating to the Property, (viii) as built plans and specifications for the improvements, if any, on and to be constructed upon the Property, (ix) all written or oral (and including all amendments thereto and modifications thereof) guarantees and warranties in effect with respect to the Land or Improvements, Property or any tests portion thereof, which shall survive the closing hereunder; (x) all licenses, certifications, authorizations, approvals, applications, variances and permits issued or studies which could cause approved by any damage governmental authority and relating to the Land operation, ownership, design, development, construction, repair and maintenance of the Property or Improvementsany part thereof, Purchaser must advise Seller including, without limitation, machinery and building permits, zoning variances and approvals, business licenses, ingress and egress permits and the like, and any and all amendments to or modifications of any of the foregoing (collectively, the "Licenses"); and (xi) all essential data, correspondence, documents, agreements, waivers, notices, applications and other records in writing respect to the ownership, operation, design, development, construction, repair and maintenance of the Property (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayincluding, in its reasonable discretionwithout limitation, refuse to approve any such materials relating to transactions with taxing authorities, governmental agencies, utilities, vendors, Tenant, mortgagees and others with whom Purchaser may be dealing subsequent to closing)(all items referred to in clauses (i) through (xi) shall hereinafter sometime be referred to collectively as the "Existing Due Diligence Items"). At any time prior to the Closing, Purchaser, Purchaser's agents, employees, representatives, consultants and independent contractors shall have the right, subject to rights of Tenant and the limitations, if any, imposed on the landlord's right of entry under the Lease, to come onto the Property, at such time as reasonably designated by Seller, for the purpose of conducting the foregoing reports, inspections, examinations, tests or and studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Depositupdating such reports, all inspections, examinations, tests and studies as provided in said Section 5.2Paragraph 7 below. No such report, inspection, examination, test or study shall unreasonably interfere with uses of the Property by Seller agrees that, during or Tenant or violate any law or regulation of any governmental entity having jurisdiction over the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representativesProperty. Not withstanding Notwithstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in not conduct any invasive testing without Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, furtherprior consent, such access by Purchaser and/or its agents shall consent not to be unreasonably withheld or delayed, and subject to the rights of Tenants the Tenant under Tenant Leasesthe Lease. Upon the completion of any inspection, (d) in examination, test or study, if any, and provided that Purchaser elects not to acquire the event the transaction contemplated by STORE NO. 2872R Property pursuant to this Contract does not close for any reasonAgreement, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to promptly restore the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to substantially the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time condition that existed immediately prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Propertysuch inspection, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Propertyexamination, and all equipment, materials and substances generated, used test or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agentsstudy. Purchaser shall agrees to indemnify, defend and hold Seller and Tenant harmless for, from and against any and all claimsactual, liabilities, causes of action, damages, liens, losses, costs out-of-pocket loss and expenses expense (including, without limitation, reasonable attorneys' attorney's fees) incident resulting from claims and damages (including, but not limited to, resulting injury to, or death of persons, loss or damage to property, the performance of any labor or services for the Purchaser, or the release, escape, discharge, emission, spillage, seepage or leakage by Purchaser on or from the Property of any hazardous substance brought upon the Property by Purchaser or in any way other violation by Purchaser of any environmental law applicable to the Property) directly caused by, arising out of any of, or incurred in connection with the exercise by Purchaser of Purchaser's and its agents'rights under this Paragraph 4. Any provision of this Agreement to the contrary notwithstanding, contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by indemnification obligation of Purchaser or its agents, contractors or representatives on the Property. The agreements contained in under this Section 5.1 Paragraph 4 shall survive the Closing and not be merged therein and shall also survive or any earlier termination of this ContractAgreement.

Inspection Period. Purchaser shall have a period of time commencing from the Effective Date until January 15, 2008 (the “Inspection Period”) in which to inspect the Seller's records and the Property. The Inspection Period shall commence on the Effective Date and expiring shall terminate at 5:00 p.m.p.m. Eastern Standard Time on January 15, Dallas, Texas time on June 17, 1998 (2008. During the "Inspection Period") within which , Purchaser may employ engineers to examine inspect the Property and to conduct surveys, tests, studies, soils/environmental hazardous waste studies and termite and pest infestation studies thereon and any other studies, tests and surveys contemplated by this Agreement and otherwise as may be necessary or required in determining that the Improvements have been built in a good and workmanlike manner and that the Property and the Due Diligence Documents are in all respects satisfactory to Purchaser, in its feasibility study thereofsole discretion. Seller agrees Purchaser shall have the right at its sole expense, within the same period to inspect the Property and the Due Diligence Documents to satisfy itself that the physical condition of the Property and the Due Diligence Documents are acceptable to it. It is specifically understood and agreed that, within the Inspection Period, Purchaser may approve or disapprove of the Property and/or the Due Diligence Documents for any reason whatsoever; however, the Xxxxxxx Money Deposit shall be governed by Section 1.3; provided further, however, in the event Purchaser determines to terminate this transaction within the Inspection Period, the Xxxxxxx Money Deposit shall be returned to Purchaser. If, for any reason, Purchaser, in its sole discretion, determines during the Inspection Period that the LLC Owner or the Property is unsuitable for its purposes, then at any time during the Inspection Period, Purchaser may notify Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller Escrow Agent in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be that it has elected to terminate this Contract pursuant transaction (such notice is referred to Section 5.2 hereof and receive a refund of herein as the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof“Termination Notice”), and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews parties hereto shall be conducted only in relieved of all remaining liabilities and obligations under this Agreement, except those that expressly survive hereunder. If the presence of one of Seller's representatives. Not withstanding Termination Notice is not sent to the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) Seller and/or Escrow Agent prior to the expiration end of the Inspection Period, Purchaser this Agreement shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractautomatically continue.

Inspection Period. Purchaser shall have a period the number of time commencing on days set forth in the Effective Date and expiring at 5:00 p.m.Schedule, Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine conduct an examination of the Property and to conduct its feasibility study thereof. Seller agrees thatreview such other matters as Purchaser deems necessary (including, during without limitation, a physical inspection, an appraisal, an environmental audit, and an engineering inspection of the Inspection Period, Seller will allow Purchaser and Purchaser's agents access Property) to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility suitability of the Property for Purchaser's intended use; provided’s needs the “Inspection Period”). Seller will permit Purchaser and such persons as Purchaser may designate to undertake a thorough inspection of the Property, howeverincluding engineering, that prior to conducting any invasive testing environmental studies, meeting with respect to various municipalities, etc., all with the Land or Improvements, or any tests or studies which could cause cooperation and written consent of Seller where required. Purchaser and its representatives shall not damage the Property during the course of its inspections and Purchaser shall promptly repair and restore in a workmanlike manner any damage to the Land Property. Purchaser shall, and hereby does, indemnify and hold Seller harmless from any damage, loss, liability, or Improvements, Purchaser must advise Seller in writing expense (including attorneys fees) arising out of Purchaser’s inspection; which notice indemnity shall state in reasonable detail survive closing or termination of this Agreement. In the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayevent that Purchaser, in its reasonable sole discretion, refuse to approve any such tests or studiesdetermines that the Property is not suitable for its needs, in which event Purchaser's sole remedy shall be to then Purchaser may terminate this Contract Agreement on or prior to the expiration of the Inspection Period. In the event Purchaser delivers such written notice to Seller pursuant to this Section 5.2 hereof 5.3: (a) this Agreement shall terminate; (b) the parties shall have no further obligation or liability to the other hereunder; (c) in consideration for signing this Agreement and receive a refund granting the Inspection Period, the Title Company shall pay to Seller the amount of $100 from the Xxxxxxx Money; and (d) the balance of the Xxxxxxx Money Deposit, all as provided shall be refunded to Purchaser. This right of termination is exercisable by Purchaser in said Section 5.2its sole discretion for any reason whatsoever. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during may extend the Inspection Period that Purchaser desires for two (2) additional periods of 30 days by delivering to conduct interviews and which the Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore an Extension Fee in the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition amount of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives$5,000 for each additional 30-day extension, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt collectively the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall “Extension Fees”). The Extension Fees will be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close non-refundable for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports except Seller’s default and inspections conducted by Purchaser with respect to will be credited against the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractPurchase Price at Closing.

Inspection Period. Purchaser For purposes of this Agreement, the “Inspection Period” shall have a mean the following: (i) for all matters other than Buyer’s review of legal title, surveys, zoning and the environmental condition of the Real Property, the period of time commencing beginning on the Effective Date and expiring ending at 5:00 p.m.p.m. (Eastern Standard Time) on February 22; and (ii) for Buyer’s review of legal title, Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibilitysurveys, zoning and other studies or the environmental condition of the Real Property only, the period beginning on the Effective Date and ending at 5:00 p.m. (Eastern Standard Time) on March 12, 2007. The Buyer shall have the Inspection Period to inspect, evaluate and perform such investigations, inspections, tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; providedstudies (collectively, however, that prior to conducting any invasive testing “Tests”) with respect to the Land or ImprovementsProperty as Buyer deems necessary to determine if the Property is acceptable to Buyer. Seller agrees to cooperate with Buyer in connection with Buyer’s Tests, or any tests or studies which could cause any damage but at no expense to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, Seller. If Buyer is unsatisfied in its reasonable sole discretion with the results of any Tests or for any other reason in Buyer’s sole discretion, refuse Buyer may terminate this Agreement prior to approve any such tests or studies5:00 p.m. (Eastern Standard Time) on February 22, 2007 by delivery of written notice of termination to Seller, in which event Purchaser's sole remedy case the Deposit shall be returned to Buyer. If during Buyer’s inspection of zoning and the environmental condition of the Real Property, Buyer discovers zoning or environmental matters materially adversely affecting the Real Property which cannot be reasonably cured by Seller by March 12, 2007, then Buyer may terminate this Agreement prior to 5:00 p.m. (Eastern Standard Time) on March 12, 2007 by delivery of written notice of termination to Seller, in which case the Deposit shall be returned to Buyer. Section 12 shall govern Buyer’s and Seller’s rights and remedies regarding any title and survey defects to which Buyer may object. If Buyer fails to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) Agreement prior to the expiration end of the Inspection Period, Purchaser then Buyer’s right to terminate this Agreement pursuant to this Section 4 shall terminate. If Buyer terminates this Agreement during the Inspection Period or otherwise fails to close, Buyer shall return to Seller all due diligence materials provided by either Seller to Buyer in connection with Buyer’s proposed acquisition of the Property. If Buyer terminates this Agreement or otherwise fails to close, Buyer covenants that neither it nor any of its partners, employees, directors, members, shareholders, agents or other representatives will disclose to any person the results and work product of any Tests or the contents of any due diligence materials provided by Seller to Buyer. Buyer shall save and hold Seller harmless from and against all suits or claims arising out of any such entry and the Tests. If this transaction does not close, Buyer shall restore the Property to reasonably the same manner and condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property as it was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractTests.

Inspection Period. Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas Texas, time on June 17, 1998 the thirtieth (30th) day thereafter (the "Inspection Period") within which to examine the Property and all portions thereof and to conduct its feasibility study thereof. The Inspection Period shall be inclusive of the Effective Date. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct inspections (including the interior of all apartments), soil and engineering, hazardous waste, marketing, feasibility, zoning zoning, code compliance, and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding Notwithstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected (other than to a de minimis amount) by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially not interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and upon Seller's written request and, subject to (i) the approval of the preparer(s) (which Purchaser will use commercially reasonable efforts to obtain, but without being obligated to incur any costs therefor) and (ii) the exculpation in writing of Purchaser from any liability for the contents thereof, deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials)Seller, (e) Purchaser shall not permit any mechanic's mechanics or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the Closing of the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agentsengineers. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' attorney's fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents'agent's, contractors' contractor's and representatives' representative's activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser Buyer shall have a period of time commencing on the Effective Date and expiring ending at 5:00 p.m., Dallas, Texas p.m. central time on June 17, 1998 forty five (the 45) days thereafter ("Inspection Period") within ), during which time Buyer and Buyer's counsel, accountants, agents and other authorized representatives (collectively, "Authorized Agents"), shall be entitled to examine enter upon the Property for the purpose of inspecting and examining the Property, including, without limitation, conducting surveying, engineering and non-invasive environmental tests (i.e. a Phase I environmental test) and studies, and any such other reasonable inspections and investigations as Buyer shall consider appropriate, provided, however, Buyer shall not conduct any intrusive inspection or examination without Seller's prior written consent; provided further, however, that in the event there is a reasonable basis to conduct a Phase II environmental test based upon the results of Buyer's Phase I environmental test, then Buyer shall be entitled to do so, at Buyer's sole cost and expense. Should Buyer elect to undertake a Phase II environmental investigation, or any investigation that is in any way intrusive to the Property's physical plant and/or its feasibility study thereofenvirons (including, but not limited to, soil samples, soil coring, asphalt or concrete coring, roof sampling or structural tests), then Buyer shall indemnify Seller from any and all physical damage to the Property caused by Buyer in connection with such investigations and, further, Buyer shall provide Seller with a Certificate of Insurance from a Best-rated A+ company with minimum liability coverage of $1,000,000. Said Certificate of Insurance shall name Seller agrees and such of its affiliates as shall be specified by Seller, as additional insureds. In addition, Buyer covenants that, during prior to Closing, neither Buyer nor its agents will distribute the Inspection Periodresults of any Phase II environmental investigation to any party, Seller will allow Purchaser including the Seller, unless required to do so by governmental law, court order or similar governmental requirement, and Purchaserexcept that Buyer additionally shall be entitled to disclose such information to Buyer's agents potential debt and equity sources, as well as Buyer's service professionals, including its attorneys and accountants. Subject to the foregoing provisions of this Section 4(A), any such Phase II investigation, if conducted, shall be solely for the Buyer's information and use in deciding whether or not to proceed with the purchase of the Property. Subject to the rights of Tenants under the Leases, Buyer and its Authorized Agents shall have access to the Property during normal business upon not less than twenty-four (24) hours prior notice to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Sellerelectronic mail), and such interviews Seller shall be conducted only reasonably cooperate with Buyer and its Authorized Agents in Buyer's inspection process. If Buyer, in Buyer's sole discretion and opinion, for any reason or no reason, is dissatisfied with the presence results of one Buyer's inspection of Seller's representatives. Not withstanding the foregoingProperty or any of the other items furnished by Seller and reviewed by Buyer, (a) the costs and expenses of Purchaser's investigation shall be borne solely as set forth in this Section 4, Buyer may, by Purchaser, (b) written notice delivered to Seller prior to the expiration of the Inspection Period, Purchaser terminate this Agreement, in which event the Xxxxxxx Money shall restore be delivered to Buyer, without the Property consent or joinder of Seller being required, and Seller and Buyer shall have no further obligations hereunder, except as may otherwise be provided in this Agreement. In the event that Buyer elects to proceed with the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition acquisition of the Property was affected by as provided herein or as a result fails to notify Seller of Buyer's election to terminate the actions Agreement in accordance with the provisions of Purchaser or its agentsthis Section 4(A), contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents Buyer shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller deemed to have a representative present during all investigations and inspections conducted with respect elected to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection proceed with the investigations and inspections acquisition of the Property, whereupon the entire Xxxxxxx Money shall immediately become fully nonrefundable except in the event of a Seller default or as may be otherwise expressly set forth in this Agreement, and all equipment, materials and substances generated, used or brought onto Buyer shall be obligated to purchase the Property pose no material threat on the terms and subject to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contractconditions set forth herein.

Inspection Period. Purchaser Buyer shall have a period of time commencing on ten (10) days from the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 to confirm the condition of the Property (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof). Seller agrees that, during During the Inspection Period, Seller will allow Purchaser and PurchaserBuyer may make inspections or, at Buyer's agents access to the Property during normal business hours to conduct soil and engineeringexpense, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility have inspections of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature made by appropriately licensed and extent insured professionals. Inspections of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy individual units shall be limited to terminate unoccupied units only. Unless Buyer terminates this Contract pursuant to Section 5.2 hereof and receive a refund Agreement at the end of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews Buyer shall be conducted only deemed to have accepted the Property, the Improvements, the Personal Property and the Intangible Property in the presence of one of Seller's representativestheir "AS IS" condition. Not withstanding Notwithstanding the foregoing, (a) Buyer shall have the costs right in its sole and expenses absolute discretion, for any reason, or no reason whatsoever, to terminate this Agreement by giving Seller written notice of Purchaser's investigation shall be borne solely by Purchaser, (b) such termination at any time prior to the expiration of the Inspection Period. In the event of termination, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agentsDeposit, contractors or representativesplus accrued interest, (c) Purchaser shall notif any, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject returned to Buyer, this Agreement shall be null and void, and the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser parties shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance be released of any work or the purchase and all liability to each other except for those obligations which specifically survive termination of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted this Agreement. If Buyer terminates this Agreement pursuant to this Section 5.1Section, (f) Purchaser Buyer shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto pay in full the Property cost of all inspections, reports, surveys and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections tests of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, kind resulting from Buyer's inspection so that no person, firm or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on entity shall have the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives right to file a lien on the Property. Copies of such documents in Buyer's possession shall be sent to Seller and become the property of the Seller. Additionally, in the event of termination, Buyer shall return to Seller all documents, reports, analysis, and plans provided by Seller to Buyer since June 13, 2000. Buyer's termination pursuant to this Paragraph 7 shall also be deemed a termination of the Lakeview Agreement, and Escrow Agent shall return the Lakeview Deposit, plus accrued interest, if any, to Lakeview Buyer, the Lakeview Agreement shall be null and void and the parties shall be released of any and all liability to each other except for those obligations which specifically survive termination of the Lakeview Agreement. The agreements contained in provisions of this Section 5.1 paragraph shall survive the Closing and not be merged therein and shall also survive any termination of this Contractthe Agreement.

Inspection Period. (a) Purchaser shall have a period of the right to elect not to terminate this Agreement by giving written notice to Seller at any time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 ON OR BEFORE THAT DATE WHICH IS THIRTY (30) DAYS AFTER THE EFFECTIVE DATE (the "Inspection PeriodINSPECTION PERIOD") within which to examine ), if Purchaser in its sole discretion shall have determined that the Property and is suitable for the Purchaser's use. This is an "all or none" transaction. Purchaser shall not have the right to conduct its feasibility study thereofterminate this Agreement as to one or more of the Tracts, but not the others. Seller agrees that, during the Inspection Period, Seller will allow to permit Purchaser and Purchaser's agents reasonable access to the Property during normal business hours Land and Improvements for the purpose of conducting tenant interviews and reviewing, inspecting and evaluating the Land, the Improvements, and the Personalty as Purchaser deems reasonably necessary to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility suitability of the Property for Purchaser's intended usepurposes; provided, however, that prior to conducting (i) Purchaser shall not conduct any invasive testing with respect to environmental investigations of the Land Property beyond a Phase I environmental site assessment (i.e., no sampling or Improvements, drilling) or any tests or studies which could testing likely to cause any damage damage, without first obtaining Seller's prior written consent, and (ii) Purchaser shall comply with the terms of the Leases. Purchaser may only enter the Property and contact Tenants during normal business hours and in the presence of an employee of Seller's property manager. Seller agrees to make an employee of Seller's property manager reasonably available for such tenant interviews during normal business hours. Purchaser's inspection of the Land or Improvements, Purchaser must advise Seller in writing (which notice Property shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event be at Purchaser's sole remedy cost and expense. Purchaser agrees that Purchaser will not interfere with or disturb any of the Tenants, nor interfere with or disturb the work of any persons performing work under any contracts or agreements. PURCHASER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER FROM ALL MECHANICS' AND MATERIALMEN'S LIENS AND OTHER CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES, COURT COSTS AND LITIGATION EXPENSES) RESULTING FROM ANY OF THE ACTIVITIES OR INSPECTIONS PERFORMED BY PURCHASER, ITS AGENTS, REPRESENTATIVES AND/OR CONTRACTORS ON OR ABOUT THE PROPERTY, EXCEPT TO THE EXTENT CAUSED BY SELLER'S NEGLIGENCE OR WILLFUL MISCONDUCT (IT BEING THE INTENT OF THE PARTIES HERETO THAT THE NEGLIGENCE OF THE INDEMNIFIED PARTIES BE COVERED BY THIS PROVISION). Purchaser shall repair all damage caused by the activities and inspections performed by Purchaser, its agents, representatives and/or contractors on or about the Property. In the event Purchaser elects by written notice to Seller on or prior to the last day of the Inspection Period to proceed to Closing, it shall be conclusively presumed that the conditions precedent described in this Section have been met or that Purchaser has waived the same and the parties shall proceed to Closing, subject, however, to all other conditions set forth in this Agreement. In such event Purchaser acknowledges and agrees that, except as otherwise specifically provided by this Agreement, the Contract Deposit shall be nonrefundable to Purchaser and Purchaser shall have no right to terminate this Contract pursuant Agreement. In the event that Purchaser fails to Section 5.2 hereof and receive a refund deliver written notice to Seller prior to 5:00 p.m. Dallas, Texas time, on the last PURCHASE AND SALE AGREEMENT (XXXXX XXXX) DALLAS/200403 day of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews proceed to Closing, then this Agreement shall terminate and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews the Contract Deposit shall be conducted only in refunded to Purchaser by the presence of one of Seller's representatives. Not withstanding the foregoingTitle Company and neither party shall have any further obligations hereunder, (a) the costs and expenses of except for Purchaser's investigation shall be borne solely indemnity, repair and other obligations that by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall their terms survive the Closing and not be merged therein and shall also survive any termination of this ContractAgreement.

Inspection Period. (a) Notwithstanding any provision of this Agreement to the contrary, this Agreement and the obligations of Purchaser hereunder are contingent upon Purchaser determining the suitability of the Property in Purchaser’s sole discretion. Purchaser and Purchaser’s Representatives (as hereinafter defined) shall have a period of time commencing on from the Effective Date and expiring at date hereof until 5:00 p.m., Dallas, Texas P.M. New York time on June 17May 4, 1998 2015 (the "“Inspection Period"”) within which to examine the Property and to conduct its feasibility study thereofProperty. Seller agrees that, during the Inspection Period, Seller will allow shall provide Purchaser and Purchaser's agents ’s Representatives reasonable access to the Property during normal business hours hours, from time to time, to conduct soil its due diligence on the Property, subject to the rights of tenants, and engineeringPurchaser shall not under any circumstances compromise or affect the structural integrity of the Property. Purchaser must obtain Seller’s prior written approval of the scope and method of any physically intrusive inspection, hazardous waste, marketing, feasibility, zoning and other studies testing or tests and to otherwise determine the feasibility investigation of the Property for Purchaser's intended use; provided(other than a Phase I environmental inspection) including, howeverbut without limitation, that prior any inspection which would involve taking subsurface borings or related investigations, and any inspection which would alter the physical condition of the Property. Seller and its representatives, agents, and/or contractors shall have the right to conducting be present during any invasive testing with respect to the Land or Improvementstesting, investigation, or inspection of the Property. In no event shall Purchaser or any tests of its agents, representatives or studies which could cause independent contractors contact any damage to tenant at the Land Property, any governmental agencies having jurisdiction over the Property (except for a status of notices of violations, if any, and a confirmation of the zoning status of the Property and the existence of the certificates of occupancy or Improvementstheir equivalent), or Seller’s vendors directly without Seller’s prior written approval. As soon as reasonably practicable following execution and delivery of this Agreement, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature shall, at Purchaser’s sole cost and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayexpense, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive obtain a refund non-invasive Phase I environmental inspection of the Xxxxxxx Money Deposit, all as provided in said Section 5.2Property (the “Phase I”). Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) If prior to the expiration of the Inspection Period, Purchaser shall restore determines that the Property is not suitable to Purchaser for any reason or for no reason, then Purchaser shall give written notice thereof (the “Termination Notice”) to Seller and the Escrow Agent prior to the condition which existed prior close of business of the last day of the Inspection Period, and (x) if the Property has a Material Environmental Issue, a specific description of such issue together with a copy of the Phase I report, and (y) if the Property has a Material Title Defect, a specific description of such defect (each of (x) and (y), as applicable, a “Defect Statement”). If Purchaser timely advises Seller and the Escrow Agent that it elects not to proceed with this transaction, and Purchaser fails to deliver together with the Termination Notice the required Defect Statement, the Escrow Agent shall deliver the Deposit to Seller, provided however, if Purchaser delivers a Defect Statement together with the Termination Notice and the Property has either a Material Environmental Issue or a Material Title Defect as reasonably determined by Purchaser and Seller following receipt of the Termination Notice and the Defect Statement, the Deposit shall be delivered to Purchaser's entry thereon , and investigation thereof thereafter this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder except for such obligations which are expressly stated herein to survive the Closing or termination of this Agreement (the “Surviving Obligations”). TIME SHALL BE OF THE ESSENCE with respect to this Section 3.2(a), and if the Termination Notice shall not be timely given to the extent Seller and the condition Escrow Agent by the expiration of the Inspection Period, this Agreement shall remain in full force and effect in accordance with its terms. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any service or maintenance agreements relating to the maintenance and operation of the Property was affected by or as a result (collectively, the “Service Contracts”) with respect to which Purchaser desires to have Seller deliver notices of termination at the actions Closing (the “Terminated Contracts”); provided that (i) the effective date of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents termination after Closing shall be subject to the rights express terms of Tenants under Tenant Leasessuch Terminated Contracts, (dii) in if any such Service Contract cannot by its terms be terminated, it shall be assumed by Purchaser and not be a Terminated Contract, (iii) to the event the transaction contemplated by this extent that any such Terminated Contract does not close requires payment of a penalty or premium for any reasoncancellation, Purchaser shall deliver to Seller a descriptive listing of all testspay any cancellation fees or penalties, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (eiv) Purchaser shall not permit be obligated to assume any mechanic's Service Contract for which the required consent to assignment was not obtained by Closing or materialman's liens a copy was not provided to Purchaser during the Inspection Period. If Purchaser fails to deliver the Service Contracts Notice on or any other liens to attach to before the Property by reason expiration of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1Inspection Period, (f) there shall be no Terminated Contracts and Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto assume all Service Contracts at the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractClosing.

Inspection Period. Purchaser Purchaser, at Purchaser's sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Subject Property for a period of time commencing on the Effective Date date of execution of this Contract and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 sixty (60) days from the date hereof (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof). Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's duly authorized agents access or representative shall be permitted to enter upon the Subject Property at all reasonable times during normal business hours this Inspection Period in order to conduct engineering studies, surveys, soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; any other inspections and/or tests that Purchaser may deem necessary or advisable, provided, however, that prior any such tests or inspections must comply with all applicable governmental rules and regulations. Purchaser further agrees to conducting indemnify and hold Seller harmless from any invasive testing claims or damages, including reasonable attorney's fees, resulting from Purchaser's inspection of the Subject Property. In the event that the review and/or inspection conducted by this paragraph shows any fact, matter or condition to exist with respect to the Land or Improvements, or any tests or studies which could cause any damage Subject Property that is unacceptable to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayPurchaser, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy discretion, or if for any reason Purchaser determines that purchase of the Subject Property is not feasible, then Purchaser shall be entitled, as Purchaser's sole remedy, to terminate cancel this Contract pursuant by providing written notice of cancellation to Section 5.2 hereof and receive a refund Seller prior to the expiration of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow . If Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable provide written notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) cancellation prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents then this Contract shall be subject to the rights of Tenants under Tenant Leasescancelled, all earnxxx xxxey (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materialsless $100.00), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

Inspection Period. Purchaser Tenant shall have a period of time commencing on forty-five (45) days from the Effective Reference Signature Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within in which to examine the Property and to conduct its feasibility study thereof. Seller agrees thatsuch studies, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies inspections or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing investigations with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the PropertyPremises, including, without limitation, any tests environmental, title, and survey, as Tenant deems appropriate (collectively, the “Due Diligence Reports”) as more fully set forth on Exhibit “B.” Tenant acknowledges receipt of all of the Due Diligence Reports set forth on Exhibit “B.” Forty-five (45) days from the Reference Signature Date and thereafter shall be referred to as the “Inspection Period.” For that purpose, Landlord hereby grants to Tenant and its consultants and agents or inspections conducted by Purchaser or its agentsassigns, contractors or representatives full right of entry upon the Premises, but subject to prior notice to Landlord and coordination with Landlord of a satisfactory time to complete said investigations. Tenant’s indemnification obligations under Section 8.7 shall apply commencing on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein Reference Signature Date, and shall also survive any termination of this ContractLease as to occurrences during the Inspection Period prior to such termination. During the Inspection Period Tenant shall seek all required consents and approvals of Tenant’s Board of Directors, Comptroller of the Currency and other required approvals of all banking regulatory agencies. If Tenant is not satisfied with the results from its studies, inspections or investigations, or its ability to obtain any necessary approvals or commitments, then Tenant may terminate this Lease by written notice to Landlord on or before three (3) business days from the last day of the Inspection Period, whereupon this Lease shall be of no further force or effect, Tenant shall be released from all obligations hereunder (except for the indemnity contained hereinabove), and Tenant shall be immediately refunded all previously paid deposits, if any. Tenant’s failure to terminate this Lease in accordance with this Section 2.3. on or before the last day of the Inspection Period shall be deemed to constitute Tenant’s express waiver of its right to terminate pursuant to this Section 2.3.

Inspection Period. 19.1 Purchaser’s Inspections. Purchaser may until 5:00 p.m. Eastern Standard Time (USA) on June 9, 2006 (the “Inspection Period”), at Purchaser’s sole cost and expense to: (i) perform all engineering studies and inspections with respect to the Real Property to determine the Property’s physical condition, (ii) perform all non-invasive environmental auditing, engineering and testing on the Property as Purchaser shall have a period of time commencing reasonably require to satisfy Purchaser that no unacceptable environmental condition exists on the Effective Date Property, (iii) satisfy itself as to the location of utilities and expiring at 5:00 p.m.utility connection fees which may be necessary for Purchaser’s intended use of the Property, Dallas(iv) conduct all other reviews and inspections which Purchaser deems reasonably necessary to determine the Property’s suitability for Purchaser’s proposed use. To facilitate Purchaser’s investigation, Texas time Seller has delivered to Purchaser and Purchaser acknowledges receipt of all environmental reports listed on June 17Exhibit L, 1998 all engineering reports, building plans, copies of all Development Materials, within Seller’s actual possession (collectively, the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof“Review Materials”). Seller agrees that, during does not warrant the accuracy of the information contained in the Review Materials. Purchaser acknowledges receipt of the environmental reports listed in Exhibit L. During the Inspection Period, Purchaser shall review all Service Contracts provided by Seller. Purchaser shall notify Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection PeriodPeriod of those Service Contracts, if any, that it approves. All Service Contracts that Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall does not, in Seller's reasonable opinionits sole and absolute discretion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents so approve shall be subject deemed disapproved, and Seller shall, at Seller’s expense, terminate such disapproved Service Contracts with the termination to be effective not later than the rights of Tenants under Tenant LeasesClosing Date. In all events, (d) the property management agreement in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted effect with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary along with any Service Contract that is not delivered to ensure that all actions taken in connection with the investigations and inspections of the PropertyPurchaser, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information deemed to be disapproved by Purchaser, andand Seller shall, prior to the purchase of the Property by Purchaserat Seller’s expense, Purchaser shall use its best efforts to prevent its agents terminate such property management agreement and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other undelivered Service Contracts effective not later than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this ContractDate.

Inspection Period. Purchaser shall have a period acknowledges that commencing prior to the execution of time commencing on the Effective Date this Agreement and expiring at continuing until 5:00 p.m., Dallas, Texas p.m. Boston time on June 17April 28, 1998 1999 (the "Inspection Period"), Purchaser has conducted, and shall continue to conduct, its reviews, inspections, and investigations of the Properties and all information relating to the physical, legal, economic and environmental condition of the Properties. During the Inspection Period, Purchaser shall review and inspect all of the materials referenced in the "Document Room Inventory List" attached hereto as Exhibit F located at the offices of MGI (the "Due Diligence Materials") within which and shall make such other reviews, inspections and investigations of the Properties and all information relating to examine the Property physical, legal, economic and environmental condition of New England Portfolio the Properties as the Purchaser may in its sole discretion elect to conduct make. Purchaser's obligations hereunder shall be conditioned upon Purchaser having approved in its feasibility study thereofsole and absolute discretion by the end of the Inspection Period the results of its reviews, inspections, and investigations of the Properties and all information relating to the physical, legal, economic and environmental condition of the Properties. Seller agrees thatUpon reasonable advance notice to Sellers and always affording Sellers the opportunity to accompany Purchaser or Purchaser's representative, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access shall have the right to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility interview tenants of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land Properties. Purchaser shall evidence approval or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund waiver of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants conditions set forth on Schedule 5.1 attached hereto and made in this Section by (i) a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires written notice to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) Sellers delivered prior to the expiration of the Inspection Period, Period expressly stating that Purchaser shall restore the Property to has unconditionally waived the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, set forth in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f4.2(a) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (gii) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, delivery prior to the purchase expiration of the Property by PurchaserInspection Period of the Additional Deposit. Upon evidencing such approval or waiver, Purchaser this provision shall use its best efforts to prevent its agents be deemed waived and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing no further force and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contracteffect.

Inspection Period. (a) Notwithstanding any provision of this Agreement to the contrary, this Agreement and the obligations of Purchaser hereunder are contingent upon Purchaser determining the suitability of the Property in Purchaser’s sole discretion. Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m.August 23, Dallas, Texas time on June 17, 1998 2007 (the "“Inspection Period"”) within which to examine the Property and with respect to conduct its feasibility study thereofall matters concerning the Property. Seller agrees thatAny testing, examinations, inspections or investigations shall be conducted on at least one (1) business days notice to Seller, during the Inspection Periodbusiness hours, Seller will allow Purchaser from time to time, and Purchaser's agents access subject to the Property during normal business hours to conduct soil rights of tenants, and engineeringshall not under any circumstances compromise or affect the structural integrity of the Property. Purchaser must obtain Seller’s prior written approval of the scope and method of any physically intrusive inspection, hazardous waste, marketing, feasibility, zoning and other studies testing or tests and to otherwise determine the feasibility investigation of the Property for Purchaser's intended use; provided(other than a Phase I environmental inspection) including, howeverbut without limitation, that prior any inspection which would involve taking subsurface borings or related investigations, and any inspection which would materially alter the physical condition of the Property. Seller and its representatives, agents, and/or contractors shall have the right to conducting be present during any invasive testing with respect to the Land or Improvementstesting, investigation, or inspection of the Property. In no event shall any tests governmental agencies having jurisdiction over the Property, or studies which could cause any damage to Seller’s vendors directly without Seller’s prior written approval. Purchaser shall have the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent right to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of tenant interviews provided the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be same are conducted only in the presence of one of Seller or its representatives and Seller agrees to make itself or its representative available for such interviews, if at least 24 hours notice is given to Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) If prior to the expiration of the Inspection Period, Purchaser shall restore determines that the Property is not suitable to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, then Purchaser shall give written notice thereof (the “Termination Notice”) to Seller and the Escrow Agent prior to 5:00 p.m. (EST), on the last day of the Inspection Period (as the same may be extended). If Purchaser timely advises Seller and the Escrow Agent that it elects not to proceed with this transaction, the Escrow Agent shall return to Purchaser the Deposit, and thereafter this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder except for the except for such obligations which are expressly stated herein to survive the Closing or the termination of this Agreement ( the “Surviving Obligations”). TIME SHALL BE OF THE ESSENCE with respect to this Section 3.1(a), and if the Termination Notice shall not be timely given to the Seller and the Escrow Agent by the expiration of the Inspection Period, this Agreement shall remain in full force and effect in accordance with its terms. Purchaser agrees to deliver to Seller a descriptive listing copies of all tests, reports and inspections conducted by Purchaser with respect to Reports (hereinafter defined) at the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to time the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information Termination Notice is given by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 obligations to deliver the Reports shall survive the Closing and not be merged therein and shall also survive any termination of this ContractAgreement.

Inspection Period. Purchaser Purchaser, at Purchaser's sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Subject Property for a period of time commencing on the Effective Date date of execution of this Contract and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 sixty (60) days thereafter (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof). Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's duly authorized agents access or representatives shall be permitted to enter upon the Subject Property at all reasonable times during normal business hours the Inspection Period in order to conduct engineering studies, soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and any other inspections and/or tests that Purchaser may deem necessary or advisable. Purchaser shall furnish Seller with copies of any and all inspection reports obtained by Purchaser free of charge. Purchaser further agrees to otherwise determine the feasibility indemnify and hold Seller harmless from any claims or damages, including reasonable attorneys' fees, resulting from Purchaser's inspection of the Property for Purchaser's intended use; providedSubject Property. In the event that the review and/or inspection conducted by this paragraph shows any fact, however, that prior matter or condition to conducting any invasive testing exist with respect to the Land or Improvements, or any tests or studies which could cause any damage Subject Property that is unacceptable to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller mayPurchaser, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy discretion, or if for any reason Purchaser determines that purchase of the Subject Property is not feasible, then Purchaser shall be entitled, as Purchaser's sole remedy, to terminate cancel this Contract pursuant by providing written notice of cancellation to Section 5.2 hereof and receive a refund Seller prior to the expiration of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow . If Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable provide written notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) cancellation prior to the expiration of the Inspection Period, then this Contract shall be cancelled, and thereafter neither Seller nor Purchaser shall restore have any continuing obligations one unto the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition other. Upon any such cancellation of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to then the purchase of Purchaser shall provide the Property Title Company with verification that all inspection costs and expenses have been paid by Purchaser, Purchaser and thereupon the Title Company shall use its best efforts return all xxxxxxx money (less $100.00) to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.