Common use of Inspection Period Clause in Contracts

Inspection Period. COPLP shall have 15 days after giving the Exercise Notice (the "INSPECTION PERIOD") to make (at COPLP's sole expenses) all audits, inspections or investigations of the Property desired by COPLP, subject to Optionor's requirements as set forth below. COPLP and its accountants, attorneys or other representative(s) shall have the right, during regular business hours and with reasonable notice, to: (i) interview any manager regarding the management, condition or operation of the Property, and to inspect any leases, books, files and records relating to the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space at the Property, inspect the Property and improvements and make such tests, surveys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP shall exercise (and cause its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation of the Property. If the sale is not consummated, or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expense) shall promptly repair any damage to the Property and improvements resulting from such surveys, tests or inspections. COPLP shall indemnify, defend, save and hold harmless Optionor from and against any and all claims, liens (including, without limitation, mechanic's and materialman's liens), actions, suits, proceedings, costs, expenses, damages or other liabilities, including, without limitation, attorneys' fees and court costs, all as incurred, arising out of the rights granted to COPLP pursuant to the terms of this Inspection Period. COPLP, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared by them relating to the Property. At Optionor's request, COPLP shall furnish to Optionor copies of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of the condition of the Property, in its sole and absolute discretion, COPLP may rescind its Exercise Notice by delivering written notice to Optionor (the "RESCISSION NOTICE") before the Inspection Period expires. In such event: (i) COPLP shall be entitled to a return of the Deposit; (ii) Optionor shall have no further obligations, and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP shall be deemed to have accepted the condition of the Property and COPLP may not thereafter terminate this Agreement or rescind its Exercise Notice.

Inspection Period. COPLP Upon the execution of this Agreement, Seller shall have 15 days after giving the Exercise Notice (the "INSPECTION PERIOD") deliver to make (at COPLP's sole expenses) all audits, inspections or investigations Purchaser copies of 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 desired by COPLPupon request following the Effective Date of this Agreement and through the date of Closing, subject to Optionor's requirements as set forth below. COPLP inspect the Real Property, to conduct such soil, engineering, environmental, "wetlands" and its accountantsother tests, attorneys or other representative(s) shall have the right, during regular business hours investigations and with reasonable notice, to: (i) interview any manager regarding the management, condition or operation analyses of the Real Property as Purchaser deems appropriate. The Seller hereby agrees to cooperate fully with the Purchaser so as to allow the Purchaser the reasonable opportunity to inspect the Real Property and any other information respecting the Real Property. In connection with Purchaser's review and inspection of the Real Property, and Purchaser will provide to inspect any leases, books, files and records relating to the Property's condition, operation or management; and (ii) subject to the rights Seller copies of tenants occupying space at the Property, inspect the Property and improvements and make such tests, surveys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical all surveys, structural plans, zoning submission materials, and foundation surveysinspection reports, concrete tests, roof inspections, equipment inspections and environmental inspectionsupon Seller’s request. COPLP The Purchaser shall exercise (and cause pay all of its agents and employees to exercise) due care and ordinary prudence costs incurred in performing making such surveys, inspections inspections, tests, analyses and tests investigations, and shall not exercise such right in a manner that interferes with the operation of the Property. If the sale is not consummatedPurchaser, or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expense) , shall promptly be responsible for the repair of any damage damages to the Real Property and improvements resulting from such surveys, tests or inspectionsincurred by reason of Purchaser's inspection of the Real Property. COPLP Purchaser shall indemnify, defend, save defend and hold Seller entirely harmless Optionor from and against any and all claimscost, liens (includingexpense, without limitationliability or obligation resulting from physical injury, mechanic's and materialmanproperty damage, mechanics' or materialmen's liens, caused by Purchaser's entry upon the Real Property pursuant to this section. Notwithstanding any other provision of this Agreement, the foregoing indemnity shall survive the expiration or termination of this Agreement for any reason whatsoever. On or before the expiration of the time period ending thirty (30) days following the Effective Date (the “Inspection Period”), actions, suits, proceedings, costs, expenses, damages 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 other liabilities, including, without limitation, attorneys' fees and court costs, all as incurred, arising out before the expiration of the rights granted to COPLP pursuant to the terms of this Inspection Period. COPLP, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared by them relating to the Property. At Optionor's request, COPLP shall furnish to Optionor copies of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of that it is exercising its right to terminate the condition of the PropertyAgreement, in its sole and absolute discretion, COPLP may rescind its Exercise Notice by delivering written notice to Optionor (the "RESCISSION NOTICE") before the Inspection Period expires. In such event: (i) COPLP shall be entitled to a return of the Deposit; (ii) Optionor shall have no further obligations, and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP Purchaser shall be deemed to have accepted not terminated this Agreement. If Purchaser does give such notice of termination, the condition 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 the Property and COPLP may not thereafter terminate this Agreement or rescind its Exercise NoticeAgreement.

Inspection Period. COPLP shall have 15 days after giving the Exercise Notice (the "INSPECTION PERIOD") to make (at COPLP's sole expenses) all audits, inspections or investigations of the Property desired by COPLP, subject to Optionor's requirements as set forth below. COPLP and its accountants, attorneys or other representative(s) Buyer shall have the right, during regular business hours and with reasonable notice, to: (i) interview any manager regarding the management, condition or operation of the Property, and Inspection Period within which to inspect any leases, books, files and records relating to the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space at the Property, physically inspect the Property and improvements conduct its due diligence related thereto. Buyer and make such testsBuyer's officers, surveys employees, consultants, attorneys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP other authorized representatives shall exercise (and cause its agents and employees have the right to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation of the Property. If the sale is not consummated, or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expense) shall promptly repair any damage reasonable access to the Property and improvements resulting from such to all records of Seller related thereto (including without limitation title information, property leasing files, surveys, tests or inspections. COPLP shall indemnify, defend, save environmental assessment reports and hold harmless Optionor from and against any and all claims, liens (including, without limitation, mechanic's and materialman's liens), actions, suits, proceedings, costs, expenses, damages or other liabilities, including, without limitation, attorneys' fees and court costs, all as incurred, arising out of the rights granted to COPLP pursuant to the terms of this Inspection Period. COPLP, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared by them relating to the Property. At Optionor's request, COPLP shall furnish to Optionor copies of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of information concerning the condition of the Property), in its sole and absolute discretionat reasonable times during the Inspection Period, COPLP may rescind its Exercise Notice by delivering written notice to Optionor for the purpose of inspecting the Property, obtaining an appraisal at Buyer's expense (the "RESCISSION NOTICEAppraisal") before ), conducting a Phase I Environmental Site Assessment at Buyer's expense in accordance with ASTM standards only (the Inspection Period expires. In such event: (i) COPLP shall be entitled to a return "Phase I Assessment"), reviewing the books and records of Seller concerning the Deposit; (ii) Optionor shall have no further obligationsProperty, evaluating the leasing and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP shall be deemed to have accepted the physical condition of the Property, conducting tenant interviews and otherwise conducting its due diligence review. Seller shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other information pertaining to the Property or the use thereof maintained by any third party, governmental or quasi-governmental authorities or organizations. Buyer hereby expressly agrees that unless requested by Seller in writing to disclose such results, Buyer shall maintain the confidentiality of its Phase I report and COPLP any other environmental investigation or due diligence and specifically, shall not disclose such information to Seller, any third party or any governmental entity unless required to do so by law; provided, however, that Buyer may disclose such information to its consultants, attorneys, investors, lenders and other parties as necessary to complete its due diligence investigations of the Property. Buyer hereby agrees to indemnify and hold Seller harmless from any damages, liabilities or claims for property damage or personal injury and mechanics liens caused by or arising from Buyer and its agents and contractors in the conduct of such inspections and investigations. Prior to any entry upon any Property by Buyer or any officer, employee, agent, consultant or contractor of Buyer, Buyer shall provide Seller with an insurance certificate reflecting liability insurance coverage of not thereafter terminate this Agreement less than $1,000,000 and naming Seller as an additional insured and to restore the Property to the substantially the same condition that existed prior to such inspections or rescind its Exercise Noticeinvestigations. Buyer's indemnity and insurance obligations shall survive the Closing or early termination hereof. Seller shall cooperate with and assist Buyer in making such inspections, interviews and reviews. Buyer agrees that it will not interview, converse or communicate with any tenant without affording Seller reasonable notice and an opportunity to be present and furnishing Seller a copy of each and every written communication to or from a tenant promptly upon giving or receiving same.

Inspection Period. COPLP shall (a) Purchaser will have 15 days after giving until the Exercise Notice (expiration of the "INSPECTION PERIOD") Inspection Period to make (examine the Property and conduct at COPLP's its sole expenses) all auditscost and expense such samplings, inspections tests, inspections, surveys, or investigations analyses of the Property desired by COPLPand any media or substance located in or upon the Property (collectively, subject “Inspections”) as are reasonably necessary for Purchaser to Optionordetermine whether the Property is suitable for Purchaser's requirements as set forth belowintended use. COPLP Purchaser, its agents and its accountants, attorneys or other representative(s) shall representatives will have reasonable access to the right, Property during regular normal business hours and with reasonable noticeto conduct such Inspections. Notwithstanding the foregoing, to: (i) interview Purchaser must obtain Seller's prior written approval (which may include, in Seller's discretion, Purchaser's execution of a property access agreement) before conducting any manager regarding the management, condition or operation of the Property, Inspections; and to inspect any leases, books, files and records relating to the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space at the Property, inspect the Property and improvements and make such tests, surveys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP shall exercise (and cause Seller may require that Seller's representative accompany Purchaser or its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall during any Inspection. Purchaser's Inspections must not exercise such right in a manner that interferes unreasonably interfere with the operation use and occupancy of the Property. If the sale transaction contemplated by this Contract does not close for any reason or no reason, Purchaser is obligated to restore the Property to its condition prior to Purchaser's entry. This obligation will survive termination of the Contract. (b) Purchaser will deliver to Seller copies of every report of every Inspection conducted by or on behalf of Purchaser, including but not consummatedlimited to, any geographical or COPLP gives its Rescission Notice other survey and environmental site assessment, within five (defined below5) days following Purchaser's receipt of any such Inspection report. Purchaser will and does hereby release, indemnify, and hold Seller harmless, and Purchaser will defend Seller (with counsel acceptable to Seller), then COPLP (at its own expense) shall promptly repair any damage to the Property and improvements resulting from such surveys, tests or inspections. COPLP shall indemnify, defend, save and hold harmless Optionor from and against any and all liabilities, liens, claims, liens demands, causes of action, damages, and expenses (including, without limitation, mechanic's and materialman's liens), actions, suits, proceedings, costs, expenses, damages or other liabilities, including, without limitation, including attorneys' fees and court costsfees) incident to, all as incurredresulting from, or in any way arising out of Purchaser's or Purchaser's agents' actions, presence on the rights granted to COPLP pursuant to the terms Property and any Inspections conducted by Purchaser. Such indemnity will survive Closing or any termination of this Inspection Period. COPLPContract. (c) If Purchaser reasonably determines that the Property is not suitable for Purchaser's intended use, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared Purchaser may terminate this Contract by them relating to the Property. At Optionor's request, COPLP shall furnish to Optionor copies delivery of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of the condition of the Property, in its sole and absolute discretion, COPLP may rescind its Exercise Notice by delivering written notice to Optionor (Seller prior to the "RESCISSION NOTICE") before expiration of the Inspection Period expiresPeriod. In such event: (i) COPLP shall , the Xxxxxxx Money will be entitled returned to a return Purchaser and neither party will have any further rights or obligations under this Contract except those set forth herein that expressly survive termination. If Purchaser does not terminate the Contract prior to the expiration of the Deposit; (ii) Optionor shall have no further obligationsInspection Period, and (iii) COPLP shall have no further rights (including Purchaser will be obligated to close the Option) under transaction in accordance with this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP shall be deemed to have accepted the condition of the Property and COPLP may not thereafter terminate this Agreement or rescind its Exercise NoticeContract.

Inspection Period. COPLP (a) Purchaser shall have 15 the number of days after giving set forth in the Exercise Notice (the "INSPECTION PERIOD") Schedule, subject to make (at COPLP's sole expenses) all auditsextension, inspections or investigations to conduct an examination of the Property desired by COPLP, subject to Optionor's requirements as set forth below. COPLP and its accountants, attorneys or other representative(s) shall have the right, during regular business hours and with reasonable notice, to: (i) interview any manager regarding the management, condition or operation of the Property, and to inspect any leases, books, files and records relating to the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space at the Property, inspect the Property and improvements and make review such tests, surveys and inspections other matters as COPLP Purchaser deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP shall exercise (and cause its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation of the Property. If the sale is not consummated, or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expense) shall promptly repair any damage to the Property and improvements resulting from such surveys, tests or inspections. COPLP shall indemnify, defend, save and hold harmless Optionor from and against any and all claims, liens necessary (including, without limitation, mechanic's a physical inspection, an appraisal, an environmental audit, and materialman's liensan engineering inspection of the Property) to determine the suitability of the Property for Purchaser’s needs (the “Inspection Period”). Seller will permit Purchaser and such persons as Purchaser may designate to undertake a thorough inspection of the Property, actionsincluding engineering, suitsenvironmental studies, proceedingsmeeting with various municipalities, costs, expenses, damages or other liabilities, including, without limitation, attorneys' fees and court costsetc., all as incurredwith the cooperation and written consent of Seller where required. Purchaser will deliver to Seller, arising out promptly after receipt thereof, a copy of all studies, reports, plans, specifications, applications, information and other materials prepared by third parties for, on behalf of or at the request of Purchaser in connection with its feasibility studies of the rights granted Property (collectively, “Purchaser’s Reports”). Any of Purchaser’s Reports provided to COPLP pursuant to Seller are without representation or warranty and without inquiry or investigation of any kind by Purchaser regarding the terms contents of this Inspection Periodthe Purchaser’s Reports. COPLP, Purchaser and its contractors and representatives shall keep confidential not damage the Property during the course of its inspections and Purchaser shall promptly repair and restore in a workmanlike manner any and all information, documents and reports obtained or prepared by them relating damage to the Property. At Optionor's requestPurchaser shall, COPLP shall furnish to Optionor copies and hereby does, indemnify and hold Seller harmless from any damage, loss, liability, or expense (including attorneys’ fees) arising out of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of the condition Purchaser’s inspection of the Property; which indemnity shall survive Closing or termination of this Agreement. In the event that Purchaser, in its sole and absolute discretion, COPLP determines that the Property is not suitable for its needs, then Purchaser may rescind terminate this 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 5.3: (a) this Agreement shall terminate; (b) the Parties shall have no further obligation or liability to the other hereunder except for the Surviving Obligations; (c) in consideration for signing this Agreement and granting the Inspection Period, the Title Company shall pay to Seller the amount of One Hundred and No/100 Dollars ($100.00) from the Xxxxxxx Money (the “Independent Consideration”); and (d) the balance of the Xxxxxxx Money shall be refunded to Purchaser. This right of termination is exercisable by Purchaser in its Exercise Notice sole discretion for any reason whatsoever. Purchaser may extend the Inspection Period for an additional sixty (60) days by delivering written notice to Optionor (Seller and the "RESCISSION NOTICE") before Title Company prior to the expiration of the Inspection Period expiresand concurrently depositing the Additional Xxxxxxx Money with the Title Company in the amount of Fifteen Thousand and No/100 Dollars ($15,000.00). In such event: (i) COPLP The Xxxxxxx Money and Additional Xxxxxxx Money shall be entitled credited against the Purchase Price at Closing. If Purchaser fails to a terminate this Agreement prior to the expiration of the Inspection Period, this Agreement shall continue in full force and effect pursuant to the terms hereof and the Xxxxxxx Money shall be deemed nonrefundable to Purchaser except as otherwise specifically provided herein to the contrary. The Independent Consideration will be non-refundable to Purchaser for any reason but will apply to the Purchase Price if Closing occurs. Any reference in this Agreement to the return of the Deposit; (ii) Optionor shall have no further obligations, and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does Xxxxxxx Money to Purchaser will not give the Rescission Notice before the Inspection Period expires, COPLP shall be deemed to have accepted include the condition Independent Consideration, which will in all events be non-refundable, and which will be delivered to Seller upon any termination of this Agreement. (b) Purchaser and Purchaser’s agents, consultants, representatives and contractors shall maintain at all times during their entry upon the Property Property, comprehensive general liability insurance with limits of not less than One Million and COPLP may No/100 Dollars ($1,000,000.00) combined single limit, bodily injury, death and property damage insurance per occurrence. Each policy of insurance shall name Seller as an additional insured party, with such coverage being primary whether or not thereafter terminate this Agreement or rescind its Exercise Noticethe Seller holds other policies of insurance. If requested by Seller, Purchaser and Purchaser’s agents, consultants, representatives and contractors shall deliver a certificate issued by the insurance carrier of each such policy to Seller prior to entry upon the Property.

Inspection Period. COPLP shall have 15 days after giving the Exercise Notice (the "INSPECTION PERIOD") to make (at COPLP's sole expenses) all audits, inspections or investigations of the Property desired by COPLP, subject to Optionor's requirements as set forth below. COPLP and its accountants, attorneys or other representative(s) Purchaser shall have the right, during regular business hours and with reasonable notice, to: right to conduct a due diligence review (ithe “Due Diligence Review”) interview any manager regarding the management, condition or operation of the Property, and to inspect any leasesof all Due Diligence Materials, books, files of the books and records relating pursuant to Section 14(d), and of all other documents and materials to be furnished or made available by Seller pursuant to this Agreement, to approve same in Purchaser’s sole discretion during the Property's condition, operation or management; and period beginning on the Effective Date and ending on the date which is the later of (iia) subject to thirty (30) days after the rights date of tenants occupying space at the Property, inspect the Property and improvements and make such tests, surveys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP shall exercise (and cause its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation receipt by Purchaser of the Property. If last of the sale is not consummated, Due Diligence Materials or COPLP gives its Rescission Notice (defined belowb) ten (10) days after the Effective Date (the “Inspection Period”), then COPLP (at its own expense) which shall promptly repair any damage include the right to the Property and improvements resulting from such surveys, tests or inspections. COPLP shall indemnify, defend, save and hold harmless Optionor from and against conduct any and all claimstests, liens inspections, investigations, assessments, analyses, and reviews that Purchaser deems necessary or appropriate (including, without limitation, mechanic's environmental assessments, investigations and materialman's liens)analyses regarding access, actionsdrainage, suits, proceedings, costs, expenses, damages or other liabilities, including, without limitation, attorneys' fees and court costs, all as incurred, arising out of the rights granted to COPLP pursuant to the terms of this Inspection Period. COPLP, its contractors and representatives shall keep confidential any and all geotechnical information, documents and reports obtained or prepared by them relating to the Property. At Optionor's requesthabitat, COPLP shall furnish to Optionor copies of all studiesarchaeology, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of the physical condition of the Property, utilities, and review and analysis of the existing zoning classification of, and commitments and restriction affecting the Property). All such inspections made by Purchaser are to be made at Purchaser’s expense. Purchaser will be liable for any damage caused to the Property or to any persons thereon during said inspections. Purchaser hereby agrees to indemnify and hold harmless Seller from and against any such damage or injury or claims and causes of action resulting therefrom. Seller agrees to permit Purchaser, or Purchaser’s representatives and agents, to enter upon the Property at any time hereafter for the purpose of making the inspections heretofore referred to, and to permit Purchaser or its agents or representatives to conduct any such inspections. Purchaser’s inspection of the Property shall be conducted during regular business hours upon reasonable prior written notice to Seller. The Seller shall have the right to require a representative of Seller to be present during any inspection of the Property. Purchaser’s Inspection shall not interfere with the operations or business of any tenant. It is a condition of Purchaser’s obligations under this Agreement that Purchaser must be satisfied, in its sole and absolute discretion, COPLP may rescind with its Exercise Notice by delivering Due Diligence Review and the results thereof. On or before the expiration of the Inspection Period, Purchaser shall deliver written notice to Optionor (the "RESCISSION NOTICE"“Diligence Notice”) before to Seller stating either: (a) that Purchaser is dissatisfied with the results of its Due Diligence Review and elects to terminate this Agreement, in which event this Agreement shall terminate and Escrow Agent shall take such actions with respect to the Downpayment as are set forth in Section 7, whereupon neither party shall have any further rights or obligations under this Agreement except for any obligations which are to survive the termination of this Agreement as expressly set forth herein; or (b) that Purchaser elects not to terminate this Agreement and accompanied by the Additional Deposit, in which event Purchaser shall thereupon be deemed to have waived any right to terminate this Agreement pursuant to the provisions of this Section 30, this Agreement shall continue in full force and effect in accordance with its terms, and the Downpayment shall thereupon become nonrefundable except as otherwise expressly set forth herein. The failure of Purchaser to deliver any Diligence Notice to Seller during the Inspection Period expires. In such event: (i) COPLP shall be entitled to a return of as provided in the Deposit; (ii) Optionor shall have no further obligations, and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP immediately preceding sentence shall be deemed to have accepted be the condition delivery of a Diligence Notice by Purchaser on the last day of the Property Inspection Period under clause (b) above. Time shall be of the essence with respect to Purchaser’s right and COPLP may not thereafter terminate this Agreement or rescind its Exercise obligation to deliver the Diligence Notice.

Inspection Period. COPLP shall have 15 days after giving (a) For the Exercise Notice period (the "INSPECTION PERIODInspection Period") commencing on the date hereof and ending on the date which is twenty-one (21) days after the date hereof (such date is herein referred to make (at COPLP's sole expenses) all auditsas the "Inspection Period Expiration Date"), inspections or investigations Purchaser shall have the right to enter upon the Property to have performed a physical, mechanical and environmental inspection of the Property, as Purchaser deems necessary to determine the physical condition of the Property. In no event, however, shall Purchaser be entitled to alter the physical condition of the Property desired during the Inspection Period in any manner whatsoever. Purchaser agrees that it shall not unreasonably interfere with tenants in performing its inspection. Purchaser hereby agrees to indemnify Seller and to hold Seller and Seller's agents and employees harmless from and against any and all losses, costs, damages, claims or liabilities including, but not limited to, mechanics' and materialmen's liens and attorneys' fees, arising out of or in connection with Purchaser's access to or entry upon the Property prior to the Closing, which indemnity and hold harmless shall, notwithstanding anything contained herein to the contrary, survive the Closing or the earlier termination of this Agreement. Purchaser shall provide Seller with telephonic notice at least two (2) Business Days prior to each entry upon the Property, and Seller shall have a right to have a representative present during each such entry. Prior to Purchaser's first entry onto the Property, Purchaser shall provide Seller with a certificate of insurance evidencing that Purchaser is insured for public liability and property damage for at least $1,000,000. During the Inspection Period, Seller shall cooperate with Purchaser in its inspection of the Property, including, but not limited to, making available to Purchaser at the Property such information, materials and documents relating to the Property as Purchaser may reasonably request (including without limitation Purchaser's Contract, Lease and rent payment files, but specifically excluding internal memoranda and other items prepared by COPLPemployees or agents of Seller for Seller's internal use). If Purchaser shall find such inspection to be unsatisfactory for any reason whatsoever, subject to Optionor's requirements as set forth below. COPLP and its accountants, attorneys or other representative(s) Purchaser shall have the right, during regular business hours at its option, to be exercised not later than the Inspection Period Expiration Date, to terminate this Agreement, and, upon such termination, the Xxxxxxx Money shall be refunded to Purchaser, other than $100 which shall be paid to Seller as consideration for the aforementioned twenty-one (21) day Inspection Period, and with reasonable noticethereupon 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). Purchaser's failure to timely exercise its right to terminate this Agreement pursuant to the provisions of the immediately preceding sentence shall be deemed to constitute Purchaser's waiver of its right to terminate this Agreement for any reason whatsoever except as otherwise set forth in this Agreement. (b) Except for the representations and warranties made by Seller in this Agreement, to: (i) interview Seller makes no representation or warranty as to the truth, accuracy or completeness of any manager regarding materials, data or information delivered by Seller to Purchaser in connection with the managementtransaction which is the subject of this Agreement, and (ii) Purchaser acknowledges and agrees that all materials, data and information delivered by Seller to Purchaser in connection with the transaction which is the subject of this Agreement are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser; provided, however, that Seller represents to Purchaser that Xxxxxx X. Xxxx, Executive Vice President of TJG Holdings, Inc., has no actual knowledge, without any duty of inquiry, of any material errors in any such materials, data or information that was prepared by Seller. (c) Purchaser acknowledges that all information in respect of the Property furnished or to be furnished by Seller to Purchaser has been or will be so furnished on the condition that Purchaser maintain the confidentiality thereof. Accordingly, Purchaser shall, and shall cause its directors, officers, agents, employees and representatives to hold in strict confidence and not disclose to any other party, without the prior written consent of Seller, until the Closing shall have been consummated, any of the information in respect of the Property delivered by Seller to Purchaser or any of its directors, officers, agents, employees, representatives or employees. If the Closing does not occur and this Agreement is terminated, Purchaser shall promptly return to Seller all copies of all such information without retaining any copy thereof or extract therefrom. Notwithstanding anything to the contrary hereinabove set forth, Purchaser may disclose such information (i) on a need-to-know basis to its employees or members of professional firms serving it in connection with this transaction and (ii) as any governmental agency may require in order to comply with applicable laws or regulations. Seller hereby gives Purchaser permission to obtain a similar pledge of confidentiality from the Broker (as defined in Section 9.1 hereof). 3.2. Promptly after the date hereof, Purchaser shall order a title commitment with respect to the Land (the "Title Commitment") from the Title Company. Purchaser shall direct the Title Company to deliver the Title Commitment together with copies of all items and documents referred to therein and all amendments to the Title Commitment to Seller's attorney simultaneously with its delivery thereof to Purchaser's attorney. Purchaser shall have until the earlier to occur of (i) the date which is ten (10) days after its or its attorney's receipt of the -5- Title Report, or (ii) the Inspection Period Expiration Date (the earlier of such dates is herein called the "Title Disapproval Date") to examine the condition of title and the terms and provisions of all said items and documents and to approve or disapprove the same. If Purchaser shall disapprove the condition of title, such disapproval shall be set forth, if at all, in a notice (the "Title Disapproval Notice") given to Seller and the Title Company not later than the Title Disapproval Date stating with specificity in what respect the condition of title to the Property is disapproved by Purchaser (all such disapproved title matters set forth in a timely delivered Disapproval Notice are herein called "Title Objections"). Except as objected to in a timely delivered Title Disapproval Notice, Purchaser shall be deemed to have approved of the condition of title to the Property in all respects. At any time after Purchaser's delivery of a Title Disapproval Notice, Seller may deliver a notice (a "Title Disapproval Response Notice") to Purchaser that Seller will not cure or eliminate any one or more Title Objections set forth in the Title Disapproval Notice (each, a "Seller Objected to Title Objection"). Purchaser shall have until the date which is ten (10) days after the date of the Title Disapproval Response Notice in which to elect to terminate this Agreement by delivering a written notice of such termination to Seller, and upon such termination, the Xxxxxxx Money shall be refunded to Purchaser, other than $100 which shall be paid to Seller as consideration for the Inspection Period, and thereupon the parties shall have no further liabilities one to the other (other than those that are expressly stated to survive the termination of this Agreement). Purchaser's failure to timely terminate this Agreement pursuant to the provisions of the immediately preceding sentence shall constitute Purchaser's approval of each Seller Objected to Title Objection ("Purchaser's Title Waiver"). Seller shall have until the Closing in which to cure or eliminate all Title Objections set forth in a Title Disapproval Notice, provided that Seller may, by notice to Purchaser, adjourn the Closing for up to thirty (30) days in order to cure or eliminate any Title Objections. If any Title Objection which is not a Seller Objected to Title Objection is not cured or eliminated by the Closing, then, as Purchaser's sole remedy therefor, Purchaser shall have the right to elect to terminate this Agreement by delivering a written notice of such termination to Seller on the Closing Date (as defined in Section 6.1 hereof), and upon such termination, the Xxxxxxx Money shall be refunded to Purchaser, other than $100 which shall be paid to Seller as consideration for the Inspection Period, and thereupon the parties shall have no further liabilities one to the other (other than those that are expressly stated to survive the termination of this Agreement). Notwithstanding anything contained herein to the contrary, Seller shall have no obligation to take any action or expend any money to remove any Title Objections; provided, however, that notwithstanding the foregoing, Seller shall be obligated to remove any mortgage or other security interest entered into by Seller which affects the Property. For purposes of the immediately foregoing sentence, a monetary exception to title (i.e., any exception to title that can be cured by the payment of a sum of money) shall be deemed to have been removed if the Title Company insures same against collection out of or enforcement against the Property. (a) Purchaser acknowledges that it has made or shall, prior to the Inspection Period Expiration Date, make its own analysis and evaluation of the income potential and profits and expenses of the Property as well as the physical condition, layout, leases, footage, rents, income, expenses and operation of the Property, and that, except as set forth in Section 4.1 hereof, Seller has not made and does not make any representations as to inspect any of the foregoing or any other matter or thing affecting or related to the Property or to this Agreement, including, but not limited to, environmental matters (including but not limited to the presence of lead-based paint and/or lead-based paint hazards) and zoning, and that neither party is relying upon any statement or representation made by the other not embodied in this Agreement. Purchaser hereby expressly acknowledges that no such representation has been made and agrees to take the Property "as is", in substantially its present condition, subject to all latent and patent defects and to ordinary use, wear, tear and natural deterioration and subject to casualty and condemnation as more particularly set forth in Article X hereof. Purchaser hereby expressly acknowledges that the Purchase Price was negotiated by and between Seller and Purchaser in reliance upon the provisions of the preceding sentence. Seller is not liable or bound in any manner by any verbal or written statements, representations, real estate "set-ups" or information pertaining to the Property or its physical condition, layout, leases, booksfootage, files and records relating to the Property's conditionrents, income, expenses, operation or management; andany other matter or thing furnished by any agent, employee, servant, or any other person, unless specifically set forth in this Agreement. Purchaser acknowledges that the foregoing provisions of this paragraph constitute a material inducement for Seller entering into this Agreement. The provisions of this paragraph shall survive the Closing. (b) Purchaser acknowledges that it is being given the opportunity to conduct its own environmental investigation of the Property, Purchaser agrees (i) to take the Property subject to all environmental conditions affecting the Property (including but not limited to any lead-based paint and/or lead-based paint hazards), and (ii) subject not to assert any claim against Seller at any time based on the rights of tenants occupying space at the Property, inspect the Property and improvements and make such tests, surveys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP shall exercise (and cause its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation condition of the Property. If the sale is not consummated, or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expense) shall promptly repair any damage to the Property and improvements resulting from such surveys, tests or inspections. COPLP shall indemnify, defend, save and hold harmless Optionor from and against any and all claims, liens (including, without limitation, mechanic's and materialman's liens), actions, suits, proceedings, costs, expenses, damages or other liabilities, including, without limitation, attorneys' fees and court costs, all as incurred, arising out of the rights granted to COPLP pursuant to the terms The provisions of this Inspection Period. COPLP, its contractors and representatives Section shall keep confidential any and all information, documents and reports obtained or prepared by them relating to survive the Property. At Optionor's request, COPLP shall furnish to Optionor copies of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of the condition of the Property, in its sole and absolute discretion, COPLP may rescind its Exercise Notice by delivering written notice to Optionor (the "RESCISSION NOTICE") before the Inspection Period expires. In such event: (i) COPLP shall be entitled to a return of the Deposit; (ii) Optionor shall have no further obligations, and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP shall be deemed to have accepted the condition of the Property and COPLP may not thereafter terminate this Agreement or rescind its Exercise NoticeClosing.

Inspection Period. COPLP shall have 15 days after giving the Exercise Notice (the "INSPECTION PERIOD") to make (at COPLP's sole expenses) all audits, inspections or investigations of the Property desired by COPLP, subject to Optionor's requirements as set forth below. COPLP and its accountants, attorneys or other representative(s) Buyer shall have the right, during regular business hours and with reasonable notice, to: (i) interview any manager regarding the management, condition or operation of the Property, and Inspection Period within which to inspect any leases, books, files and records relating to the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space at the Property, physically inspect the Property and improvements conduct its due diligence related thereto. Buyer and make such testsBuyer’s officers, surveys employees, consultants, attorneys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP other authorized representatives shall exercise (and cause its agents and employees have the right to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation of the Property. If the sale is not consummated, or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expense) shall promptly repair any damage reasonable access to the Property and improvements resulting from such to all records of Seller related thereto (including without limitation title information, property leasing files, maintenance surveys, tests or inspections. COPLP shall indemnify, defend, save environmental assessment reports and hold harmless Optionor from and against any and all claims, liens (including, without limitation, mechanic's and materialman's liens), actions, suits, proceedings, costs, expenses, damages or other liabilities, including, without limitation, attorneys' fees and court costs, all as incurred, arising out of the rights granted to COPLP pursuant to the terms of this Inspection Period. COPLP, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared by them relating to the Property. At Optionor's request, COPLP shall furnish to Optionor copies of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of information concerning the condition of the Property), in its sole and absolute discretion, COPLP may rescind its Exercise Notice by delivering written notice to Optionor (the "RESCISSION NOTICE") before at reasonable times during the Inspection Period expires. In such event: (i) COPLP shall be entitled to a return Period, for the purpose of inspecting the Deposit; (ii) Optionor shall have no further obligationsProperty, taking soil and (iii) COPLP shall have no further rights (including ground water samples, conducting Hazardous Materials inspections, tests and assessments, reviewing the Option) under this Agreement. If COPLP does not give books and records of Seller concerning the Rescission Notice before Property, evaluating the Inspection Period expires, COPLP shall be deemed to have accepted the leasing and physical condition of the Property, conducting tenant interviews and otherwise conducting its due diligence review. The previous provision to the contrary notwithstanding, the Buyer shall give Seller two (2) days prior written notice prior to conducting any intrusive environmental testing or sampling on the Property, which notice shall be accompanied by a detailed description of the contemplated work and a map indicating the location of the testing. Such testing shall be conducted in such a way as to minimize interference with the business operations of the Tenants. Seller shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other information pertaining to the Property or the use thereof maintained by any third party, governmental or quasi-governmental authorities or organizations. Buyer hereby agrees to indemnify and COPLP may hold Seller harmless from any damages, liabilities or claims for property damage or personal injury and mechanics liens caused by or arising from Buyer and its agents and contractors in the conduct of such inspections and investigations. Prior to any entry upon any Property by Buyer or any officer, employee, agent, consultant or contractor of Buyer, Buyer shall provide Seller with an insurance certificate reflecting commercial general liability insurance coverage of not thereafter terminate this Agreement less than $1,000,000.00, with excess liability coverage of not less than $2,000,000.00, and naming Seller as an additional insured. Buyer’s indemnity and insurance obligations shall survive the Closing or rescind its Exercise Noticeearly termination hereof. Seller shall cooperate with and assist Buyer in making such inspections, interviews and reviews. Buyer agrees that it will not interview, converse or communicate with any tenant without affording Seller reasonable notice and an opportunity to be present and furnishing Seller a copy of each and every written communication to or from a tenant promptly upon giving or receiving same.

Inspection Period. COPLP shall (a) Buyer agrees that it will have 15 days after giving the Exercise Notice (Inspection Period to physically inspect the "INSPECTION PERIOD") Property, review the economic data, underwrite the tenants and review their leases, and to make (at COPLP's sole expenses) all audits, inspections or investigations otherwise conduct its due diligence review of the Property desired and all books, records and accounts of Seller related thereto. Buyer hereby agrees to indemnify and hold Seller harmless from any damages, liabilities or claims for property damage or personal injury arising out of such inspection and investigation by COPLPBuyer or its agents or independent contractors. Within the Inspection Period, subject Buyer may, in its sole discretion and for any reason or no reason, elect to Optionor's requirements as go forward with this Agreement to closing, which election shall be made by notice to Seller given within the Inspection Period. If such notice is not timely given, this Agreement and all rights, duties and obligations of Buyer and Seller hereunder, except any which expressly survive termination, shall terminate and Escrow Agent shall forthwith return to Buyer the Earnest Money Deposit. If Xxxxx xo elects to go forward, the Earnest Money Deposit shall xxx xx refundable except upon the terms otherwise set forth below. COPLP herein. (b) Buyer, through its officers, employees and its accountantsother authorized representatives, attorneys or other representative(s) shall have the rightright to reasonable access to the Property and all records of Seller related thereto, including without limitation all Leases and Seller Financial Statements, at reasonable times during regular business hours and with reasonable notice, to: (i) interview any manager regarding the management, condition or operation Inspection Period for the purpose of inspecting the Property, and to inspect any leasestaking soil borings, booksconducting Hazardous Materials inspections, files reviewing the books and records relating to the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space at the Property, inspect Seller concerning the Property and improvements and make such tests, surveys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP shall exercise (and cause otherwise conducting its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation diligence review of the Property. If the sale is not consummated, Seller shall cooperate with and assist Buyer in making such inspections and reviews. Seller shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expense) shall promptly repair any damage other information pertaining to the Property or the use thereof maintained by any governmental or quasi-governmental authority or organization. Buyer, for itself and improvements resulting from its agents, agrees not to enter into any contract with existing tenants without the written consent of Seller if such surveyscontract would be binding upon Seller should this transaction fail to close. Buyer shall have the right to have due diligence interviews and other discussions or negotiations with tenants. (c) Buyer, tests or inspections. COPLP shall indemnify, defend, save and hold harmless Optionor from and against any and all claims, liens (including, without limitation, mechanic's and materialman's liens), actions, suits, proceedings, costs, expenses, damages through its officers or other liabilitiesauthorized representatives, including, without limitation, attorneys' fees and court costs, all as incurred, arising out of the rights granted to COPLP pursuant to the terms of this Inspection Period. COPLP, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared by them relating to the Property. At Optionor's request, COPLP shall furnish to Optionor copies of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of the condition of the Property, in its sole and absolute discretion, COPLP may rescind its Exercise Notice by delivering written notice to Optionor (the "RESCISSION NOTICE") before the Inspection Period expires. In such event: (i) COPLP shall be entitled to a return of the Deposit; (ii) Optionor shall have no further obligations, the right to reasonable access to all Materials (other than privileged or confidential litigation materials) for the purpose of reviewing and (iii) COPLP shall have no further rights (including copying the Option) under this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP shall be deemed to have accepted the condition of the Property and COPLP may not thereafter terminate this Agreement or rescind its Exercise Noticesame.

Inspection Period. COPLP During the Inspection Period Purchaser shall have 15 days after giving the Exercise Notice (right to physically inspect, and to cause one or more engineers or other representatives of Purchaser to physically inspect, the "INSPECTION PERIOD") Property. Purchaser shall make such inspections in good faith and with due diligence. All inspection fees, appraisal fees, engineering fees and other expenses of any kind incurred by Purchaser relating to make (at COPLP's sole expenses) all audits, inspections or investigations the inspection of the Property desired by COPLP, subject will be solely Purchaser's expense. Seller shall cooperate with Purchaser in all reasonable respects in making such inspections. Seller hereby reserves the right to Optionor's requirements as set forth below. COPLP and its accountants, attorneys or other representative(s) shall have the right, during regular business hours and with reasonable notice, to: (i) interview any manager regarding the management, condition or operation of the Property, and to inspect any leases, books, files and records relating to the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space a representative present at the Property, inspect the Property and improvements and make such tests, surveys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP shall exercise (and cause its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation time Purchaser conducts any inspection of the Property. If the sale is Purchaser shall notify Seller not consummatedless than one (1) business day in advance of making any such inspection. In making any inspection, or COPLP gives its Rescission Notice (defined below)Purchaser will treat, then COPLP (at its own expense) shall promptly repair and will cause any damage representative of Purchaser to treat, all information obtained by Purchaser pursuant to the Property and improvements resulting from such surveys, tests or inspectionsterms of this Contract as strictly confidential. COPLP shall indemnify, defend, save Xxxxxxxxx agrees to indemnify and hold Seller its successors and assigns, harmless Optionor from and against any and all claimsinjuries, liens (includinglosses, without limitationliens, mechanic's and materialman's liens)claims judgments, actions, suits, proceedingsliabilities, costs, expenses, expenses or damages or other liabilities, including, without limitation, (including reasonable attorneys' fees and court costs, all as incurred, arising ) sustained by or threatened against Seller which result from or arise out of the rights granted to COPLP any inspections by Purchaser or its authorized representatives pursuant to this paragraph. Notwithstanding any provision herein to the terms contrary, the indemnity contained in the preceding sentence shall survive the termination of this Inspection PeriodContract or the Closing. COPLP, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared by them relating to In the Property. At Optionor's request, COPLP shall furnish to Optionor copies event Purchaser determines as a result of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of foregoing that the condition of the Property, Property is deficient in its any respect or for any other reason in Purchaser's sole and absolute discretion, COPLP Purchaser may rescind its Exercise Notice elect to terminate this Contract as to one or more of the Lots by delivering written notice thereof to Optionor (Seller prior to the "RESCISSION NOTICE") before expiration of the Inspection Period expiresPeriod. In such event: (i) COPLP shall be entitled Failure of Purchaser to a return of the Deposit; (ii) Optionor shall have no further obligations, and (iii) COPLP shall have no further rights (including the Option) under timely elect to terminate this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP Contract shall be deemed a waiver by Purchaser of its right to have accepted the condition of the Property and COPLP may not thereafter terminate do so pursuant to this Agreement or rescind its Exercise NoticeSection 3.06.

Inspection Period. COPLP Buyer shall have 15 forty-five (45) days after giving ----------------- following the Exercise Notice Effective Date (the "INSPECTION PERIODInspection Period") within which to make review the Submission Items and conduct such audits (at COPLP's sole expenses) all excluding financial audits), inspections or inspections, and investigations of the Property desired by COPLPas Buyer may determine to be appropriate and advisable, subject in Buyers sole discretion, for the purpose of determining whether Buyer should proceed to Optionor's requirements as set forth below. COPLP and its accountants, attorneys or other representative(s) shall have the right, during regular business hours and with reasonable notice, to: (i) interview any manager regarding the management, condition or operation of purchase the Property. Such audits (excluding financial audits), inspections, and to inspect any leases, books, files and records relating to the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space at the Property, inspect the Property and improvements and make such tests, surveys and inspections as COPLP deems necessary, includinginvestigations may include, without limitation, soil tests, topographical surveyslimitations, structural and foundation surveysinspections, concrete tests, soil tests, roof inspections, equipment inspections inspections, and environmental inspections. COPLP All audits (excluding financial audits), inspections, and investigations shall be conducted at Buyers sole cost and expense. Buyer shall exercise (and cause its agents and employees to exercise) due care and ordinary prudence in performing such surveys, physical inspections and tests and shall not exercise such right in a manner that interferes with the operation of the Property. If the sale is not consummated, or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expense) shall promptly repair any damage to the Real Property and improvements resulting from such surveysImprovements, tests or inspections. COPLP and shall indemnify, defend, save and hold Seller harmless Optionor from and against any and all claims, liens (including, without limitation, mechanic's and materialman's liens), actions, suits, proceedings, costs, expenses, damages damages, or other liabilities, including, without limitation, attorneys' including attorneys fees and court costs, all as incurred, arising out of the rights granted to COPLP Buyer pursuant to the terms of this Inspection PeriodParagraph. COPLP, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared by them relating In the event that Buyer decides not to proceed with the Property. At Optionor's request, COPLP shall furnish to Optionor copies of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of the condition purchase of the Property, in its Buyers sole and absolute discretion, COPLP Buyer may rescind its Exercise Notice terminate this Agreement by delivering to Seller, prior to the expiration of the Inspection Period, a written notice to Optionor (the "RESCISSION NOTICE") before the Inspection Period expiresterminating this Agreement. In such event: (i) COPLP , the Escrow Deposit shall be entitled returned to a return of the Deposit; (ii) Optionor Buyer, and this Agreement shall be terminated. Buyer shall have no further obligations, and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does not give the Rescission Notice before right to extend the Inspection Period expires, COPLP shall be deemed for an additional fifteen (15) days upon written notice delivered to have accepted Seller within forty-five (45) days following the condition of the Property and COPLP may Effective Date. If Buyer does not thereafter terminate this Agreement or rescind its Exercise Noticewithin the Inspection Period, Buyer shall deposit with Escrow Agent an additional $100,000.00 which will be held and disbursed by Escrow Agent in accordance with the provisions of Paragraph 4 above. At that point, the Escrow Deposit shall be nonrefundable to Buyer for any reason and shall be paid to Seller if Buyer does not close, except as otherwise provided herein.

Inspection Period. COPLP Access; Purchase “As Is”. 4.4.1. During the Inspection Period (hereinafter defined), Buyer, its agents and representatives, shall have 15 days after giving be entitled to enter upon the Exercise Notice Property (as coordinated through Seller’s property manager), upon reasonable prior notice to Seller, to perform surveys, environmental studies, examinations and tests of all structural and mechanical systems within the "INSPECTION PERIOD") Improvements, and to make (at COPLP's sole expenses) all audits, inspections or investigations review and verify the accuracy of the Property desired by COPLPInformation (as hereafter defined). Before entering upon the Property, subject Buyer shall furnish to Optionor's requirements Seller, and shall cause each agent and representative of Buyer entering the Property to furnish to Seller, evidence of general liability insurance coverage in the amount of $2,000,000 naming Seller as set forth belowan additional insured. COPLP Notwithstanding the foregoing, Buyer shall not be permitted to interfere unreasonably with Seller’s operations at the Property or interfere with any tenant’s operations at the Property, and its accountantsthe scheduling of any inspections shall take into account the timing and availability of access to tenants’ premises, attorneys pursuant to tenants’ rights under the Leases or other representative(s) shall have the right, during regular business hours and with reasonable notice, to: (i) interview otherwise. If Buyer wishes to engage in any manager regarding the management, condition testing which will damage or operation disturb any portion of the Property, and to inspect any leasesBuyer shall obtain Seller’s prior consent thereto, books, files and records relating to which may be refused or conditioned as Seller may deem appropriate. Without limiting the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space at the Property, inspect the Property and improvements and make such tests, surveys and inspections as COPLP deems necessary, including, without limitation, soil tests, topographical surveys, structural and foundation surveys, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP shall exercise (and cause its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation generality of the Property. If foregoing, Seller’s written approval (which, notwithstanding the sale is not consummatedforegoing, may be granted, withheld or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expenseconditioned in Seller’s sole discretion) shall promptly be required prior to any invasive or other testing or sampling of surface or subsurface soils, surface water, groundwater or any materials in or about the Improvements in connection with Buyer’s environmental due diligence and due diligence with respect to Hazardous Materials. Buyer shall repair any damage to the Property occurring as a result of its inspections, and improvements resulting from such surveys, tests or inspections. COPLP shall indemnify, defend, save defend and hold harmless Optionor Seller from and against any and all liabilities, claims, liens (including, without limitation, mechanic's and materialman's liens), actionslosses, suits, proceedingsdemands, costs, expenses, damages costs and expenses resulting therefrom. The foregoing indemnification (a) shall survive Closing or other liabilities, including, without limitation, attorneys' fees and court costs, all as incurred, arising out of the rights granted to COPLP pursuant to the terms termination of this Agreement, (b) shall not apply to any loss or damage caused by Seller’s or its agent’s gross negligence, and (c) shall not apply to Buyer’s mere discovery of existing conditions, so long as the Buyer does not exacerbate the same. During the Inspection Period. COPLP, its contractors and representatives shall keep confidential any and all informationSeller shall, documents and reports obtained or prepared by them relating to the Property. At Optionor's at Buyer’s request, COPLP shall furnish arrange for Buyer’s representatives to Optionor copies conduct a tenant interview with a representative of all studieseach tenant under the Leases, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves provided that a representative of the condition of the Property, in its sole and absolute discretion, COPLP may rescind its Exercise Notice by delivering written notice to Optionor (the "RESCISSION NOTICE") before the Inspection Period expires. In such event: (i) COPLP Seller shall be entitled to be present at any such interview or any other meeting between Buyer and any tenant. Buyer shall also have the right to interview Seller’s property manager, provided that a return representative of the Deposit; (ii) Optionor shall have no further obligations, and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP Seller shall be deemed to have accepted the condition of the Property present at any such interview or any other meeting between Buyer and COPLP may not thereafter terminate this Agreement or rescind its Exercise NoticeSeller’s property manager.

Inspection Period. COPLP (a) If for any reason Purchaser, in its sole discretion, is not satisfied with the Property, then Purchaser may terminate this Agreement, by delivering to Seller a written notice of termination at any time during the Inspection Period. If Purchaser does not so terminate this Agreement before the Inspection Period expires, Purchaser shall have 15 days after giving waived its right to terminate this Agreement under this Section 5(a). (b) Purchaser may physically inspect the Exercise Notice Property; provided, that Purchaser shall not be permitted to conduct invasive testing (the "INSPECTION PERIOD"including, without limitation, any environmental testing other than a Phase I study and/or a lead-based paint study) to make (at COPLP's sole expenses) all audits, inspections or investigations of the Property desired by COPLPwithout Seller's prior written consent, subject which consent may be conditioned upon receipt of a copy of a Phase I environmental assessment or lead-based paint study recommending invasive testing, a detailed description of the proposed invasive inspection or testing, a list of contractors who will be performing the invasive inspection or testing, evidence of insurance satisfactory to Optionor's requirements Seller, and such other information as set forth belowSeller in its sole discretion requires in connection with such proposed inspection or testing. COPLP Purchaser may enter the Property to conduct its inspections, but shall be responsible for, and shall indemnify and hold harmless Seller and its accountantspartners, attorneys shareholders, officers, directors, agents, employees, property manager, controlling persons and affiliates from and against, any claims, losses, costs, liability, expenses or other representative(s) shall have the right, during regular business hours damages caused thereby (including damages and with reasonable notice, to: (i) interview claims arising from any manager regarding the management, condition acts or operation omissions of Purchaser's agents or contractors). If Seller consents to an invasive testing of the Property, the inspection period will be extended, if necessary, by the amount of time required by the contractor conducting such testing to complete the testing and delivery of the evaluation report to inspect Purchaser. If Purchaser terminates this Agreement, Purchaser shall return to Seller all copies of the Information provided by Seller hereunder and any leases, books, files and records relating to other materials received or prepared by or for Purchaser in connection with the Property. Purchaser's condition, operation or management; andindemnification obligations under this Section 5(b) shall survive the termination of this Agreement and shall survive the Closing. (iic) subject Purchaser acknowledges that Purchaser will have the opportunity to the rights of tenants occupying space at the Property, independently and personally inspect the Property and improvements and that Purchaser has entered into this Agreement based upon its ability to make such testsexamination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, surveys "AS IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED". Notwithstanding anything contained herein to the contrary, it is understood and inspections agreed that, Seller and Seller's agents or employees have not made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, oral or written, past, present or future, with respect to the Property, including, but not limited to, warranties, representations or guaranties as COPLP deems necessaryto (1) matters of title (other than Seller's warranty of title set forth in the special warranty deed to be delivered at Closing); (2) environmental matters of any kind relating to the Property or any portion thereof (including the condition of the soil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard; (5) drainage; (6) soil testsconditions, topographical surveysincluding the existence of instability, structural and foundation surveyspast soil repairs, concrete tests, roof inspections, equipment inspections and environmental inspections. COPLP shall exercise (and cause its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests and shall not exercise such right in a manner that interferes with the operation soil additions or conditions of the Property. If the sale is not consummatedsoil fill, or COPLP gives its Rescission Notice susceptibility to landslides, or the sufficiency of any under shoring; (defined below), then COPLP 7) zoning to which the Property or any portion thereof may be subject; (at its own expense) shall promptly repair 8) the availability of any damage utilities to the Property and improvements resulting from such surveys, tests or inspections. COPLP shall indemnify, defend, save and hold harmless Optionor from and against any and all claims, liens (portion thereof including, without limitation, mechanic's water, sewage, gas and materialman's liens)electric; (9) usages of adjoining property; (10) access to the Property or any portion thereof, actions(11) the value, suitscompliance with the plans and specifications, proceedingssize, costslocation, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, damages charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof; (12) the presence of Hazardous Materials (defined below) in or on, under or in the vicinity of the Property; (13) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other liabilitiessimilar laws; (14) the existence or non-existence of underground storage tanks; (15) any other matter affecting the stability or integrity of the Property; (16) the potential for further development of the Property; (17) the existence of vested land use, includingzoning or building entitlements affecting the Property; (18) the merchantability of the Property or fitness of the Property for any particular purpose (Purchaser affirming that Purchaser has not relied on Seller's or Seller's agents' or employees' skill or judgment to select or furnish the Property for any particular purpose, and that Seller makes no warranty that the Property is fit for any particular-purpose); or (19) tax consequences. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE CONSIDERATION FOR SELLER'S ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE CLOSING. (d) Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and liability, including without limitation, attorneys' fees liabilities and court costs, all as incurred, arising out of responsibilities for the rights granted to COPLP pursuant to lessor's obligations under the terms of this Inspection Period. COPLP, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared by them Leases relating to the Property. At Optionor's requestphysical, COPLP shall furnish to Optionor copies of all studies, tests and surveys undertaken and completed in connection with such inspections and at Optionor's request therefor, certify same to Optionor. If during the Inspection Period COPLP disapproves of the condition environmental or legal compliance status of the Property, in its sole whether arising before or after the Effective Date, and absolute discretionliabilities under the Comprehensive Environmental Response, COPLP may rescind its Exercise Notice by delivering written notice to Optionor Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended ("CERCLA"), regarding the "RESCISSION NOTICE") before the Inspection Period expires. In such event: (i) COPLP shall be entitled to a return condition, valuation, salability or utility of the Deposit; (ii) Optionor shall have no further obligationsProperty, and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP shall be deemed to have accepted the condition of the Property and COPLP may not thereafter terminate this Agreement or rescind its Exercise Notice.suitability for any

Inspection Period. COPLP shall have 15 Commencing on the Effective Date and expiring one hundred and eighty (180) days after giving the Exercise Notice thereafter (the "INSPECTION PERIOD") to make (“Inspection Period”), Lessee, at COPLP's Xxxxxx’s sole expenses) cost and expense, may conduct any and all audits, inspections or investigations of the Property desired by COPLP, subject to Optionor's requirements as set forth below. COPLP and its accountants, attorneys or other representative(s) shall have the right, during regular business hours and Inspections that Lessee deems reasonably necessary with reasonable notice, to: (i) interview any manager regarding the management, condition or operation of the Property, and to inspect any leases, books, files and records relating respect to the Property's condition, operation or management; and (ii) subject to the rights of tenants occupying space at the Property, inspect the Property and improvements and make such tests, surveys and inspections as COPLP deems necessaryPremises, including, without limitation, soil testsmaking Xxxxxx’s own determination as to whether the Permitted Use is permitted at the Premises, topographical surveyssubject to the terms, structural conditions and foundation surveys, concrete tests, roof inspections, equipment inspections limitations set forth in this Section 3. All Inspections performed hereunder shall be conducted at Xxxxxx’s sole cost and environmental inspections. COPLP shall exercise (and cause its agents and employees to exercise) due care and ordinary prudence in performing such surveys, inspections and tests expense and shall not exercise be performed by licensed Persons dealing in the respective areas or matters. All such right inspections shall be fully coordinated with Lessor and shall be undertaken in such a manner that interferes as to avoid any interference with Xxxxxx’s business operations upon the operation of Premises and the PropertyResearch Park. If the sale is not consummated, or COPLP gives its Rescission Notice (defined below), then COPLP (at its own expense) shall promptly repair any damage Xxxxxx agrees to the Property and improvements resulting from such surveys, tests or inspections. COPLP shall indemnify, defend, save and hold harmless Optionor indemnify Lessor from and against any and all claims, liens Damages (including, without limitation, mechanic's and materialman's liens), actions, suits, proceedings, costs, expenses, damages subject to Article 18) arising from or other liabilities, including, without limitation, attorneys' fees and court costs, all as incurred, arising out of the rights granted to COPLP pursuant to the terms acts or omissions of this Inspection Period. COPLP, its contractors and representatives shall keep confidential any and all information, documents and reports obtained or prepared by them relating to the Property. At Optionor's request, COPLP shall furnish to Optionor copies of all studies, tests and surveys undertaken and completed a Lessee Party in connection with a Lessee Party’s inspection of the Premises. Xxxxxx’s obligation to indemnify Lessor pursuant to this Section shall survive the expiration or earlier termination of this Lease. Lessee shall provide Lessor forty-eight (48) hours’ prior telephone or written notice of any such inspection or test intended to be conducted upon the Premises, and with respect to any intrusive inspection or test (i.e., core sampling and/or any Phase II environmental assessment) must obtain Lessor’s prior written consent (which consent shall be in Lessor’s sole discretion), and (i) prior to performing any inspection or test or otherwise entering onto the Property, Lessee must deliver to Lessor an endorsement to a commercial general liability insurance policy held by Lessee evidencing that Lessee and its contractors, agents and representatives have in place commercial general liability insurance of not less than $2,000,000 and workers compensation insurance in accordance with applicable law for all such inspections upon the Premises covering any accident arising in connection with the presence of Lessee, its contractors, agents and at Optionor's request thereforrepresentatives on the Premises, certify same which endorsement shall name Lessor and any additional parties reasonably required by Lessor as additional insureds thereunder, and (ii) all such tests shall be conducted by Lessee in compliance with applicable legal requirements. In no event shall Lessee (or any agent, employee or contractor of Lessee) be entitled to Optionor. If undertake any acts during the Inspection Period COPLP disapproves which would modify the zoning designation of the condition Premises or otherwise alter or modify the legal designation of the PropertyPremises. Lessee shall bear the cost of all such inspections or tests and shall be responsible for and act as the generator with respect to any wastes generated by those tests. Prior to the expiration of the Inspection Period, Lessee shall provide Lessor with one (1) complete copy of all final written reports detailing the results of the Inspections obtained by Lessee hereunder. No Ground Rental or Construction Period Rental shall be due during the Inspection Period. If Lessee determines in its Lessee’s sole and absolute discretiondiscretion that Xxxxxx will be unable to use the Premises for the uses permitted hereunder based on the result(s) of the Inspections (or that being able to use the Premises, COPLP there will be limitations which will materially affect such use) or if environmental assessment(s) reveal the presence of a Pre-existing Environmental Condition, Lessee may rescind its Exercise Notice by delivering elect to terminate this Lease upon written notice to Optionor (the "RESCISSION NOTICE") Lessor on or before the expiration of the Inspection Period expiresPeriod. In such event: (i) COPLP shall be entitled the event Lessee fails to a return of the Deposit; (ii) Optionor shall have no further obligationsproperly exercise its right to terminate this Lease pursuant to this Section, and (iii) COPLP shall have no further rights (including the Option) under this Agreement. If COPLP does not give the Rescission Notice before the Inspection Period expires, COPLP Lessee shall be deemed to have waived such right and accepted the condition Premises, provided, however, that Xxxxxx’s acceptance of the Property Premises will not limit Lessor’s obligations with respect to any Pre- existing Environmental Condition as set forth in this Lease. In the event Lessee terminates this Lease pursuant to this Section, Lessee, at its sole cost and COPLP may not thereafter expense, shall repair any damage resulting from the Inspections and restore the Premises to the condition in which it existed prior thereto. If the Inspections reveal a Pre-existing Environmental Condition, then Lessee shall notify Lessor in writing prior to the expiration of the Inspection Period, which written notice shall identify, in detail, the Pre-existing Environmental Condition and contain a copy of the Inspection report(s). Within thirty (30) days after Xxxxxx’s receipt of such written notice, Lessor shall provide written notice to Lessee electing to either: (i) remediate the Pre-existing Environmental Condition; or (ii) terminate this Agreement Lease. In the event that Lessor elects option (i), above, then Lessor, at Lessor’s cost and expense, shall have one hundred and twenty (120) days from the date of Lessor’s written notice to Lessee in which to remediate the Pre-existing Environmental Condition and provide written notice of the completion of the remediation in compliance with all Legal Requirements to Lessee. In the event Xxxxxx agrees to the completion of the remediation as set forth above, then both Parties shall act reasonably and in good faith in facilitating the completion of the remediation in compliance with all Legal Requirements. In the event that Lessor elects option (ii), above, then this Lease shall terminate and be deemed null, void and of no further force or rescind effect as of the date that Lessor notifies Lessee in writing that Lessor will not elect to remediate the Pre-existing Environmental Condition and thereafter Lessor and Lessee shall be released from all obligations and liabilities set forth in this Lease except for those obligations and liabilities expressly identified herein as surviving the expiration or earlier termination of this Lease. In the event that Lessor elects option (i), above, but fails to remediate the Pre-existing Environmental Condition within the foregoing 120-day period, then Lessee shall have the right and option, within thirty (30) days following the expiration of the 120-day period to terminate this Lease upon written notice to Lessor, failing which Lessee shall be deemed to have irrevocably waived its Exercise Noticeright to terminate this Lease on account of such Pre-existing Environmental Condition; provided, however, Lessor agrees that Lessee shall not be responsible for any Pre-existing Environmental Condition (except to the extent exacerbated by Lessee or Lessee’s agents, employees or contractors), including, but not limited to, those identified as a result of the Inspections, and Lessor shall be obligated to remedy any Pre-existing Environmental Condition in accordance with applicable Environmental Law. If a notice of termination is timely given by either Party pursuant to this Section, this Lease shall be deemed terminated, and the Parties shall be relieved of any Party’s obligations which expressly survive termination hereof. From and after the expiration of the Inspection Period and expiring on the Rent Commencement Date, Lessee shall have the right to use and occupy the Premises for the installation and construction of the Project subject to the terms and conditions of this Lease.