Common use of Physical Due Diligence Clause in Contracts

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Purchaser must give Seller twenty-four (24) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent, which consent shall not be unreasonably withheld, (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.10 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate prior notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests as permitted under this Agreement, provided that (1a) Purchaser must give Seller one full business days’ prior telephone or written notice of any such inspection or test, (b) with respect to (i) any intrusive inspection or test, (ii) any “Phase II” type testing or investigation or (iii) any testing scope that is beyond a customary “Phase I” investigation (including, without limitation, any core sampling, soils testing, vapor testing, air-quality testing, infrared testing, testing of on-site materials or other similar testing, sampling or investigation) Purchaser must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (c) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedinsured thereunder, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) two full Business Days business days in advance by telephone or in writing to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) two full Business Days business days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) Purchaser must give Seller forty-eight (48) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's reasonable discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits in the amount of at least One Million Dollars (no less than $1,000,000) 1,000,000 per occurrence and Two Million Dollars ($2,000,000) in the an aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits limit of at least $100,000 each accident, $100,000 each employee 2,000,000 and $500,000 policy limit, all workers compensation insurance (within applicable statutory limits) for its activities on the Property in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.10 below. The requirement Additionally, Purchaser shall be required to carry the insurance specified in the preceding sentence may be satisfied through blanket or an umbrella insurance policies carried by Purchaser or its affiliatespolicy with a limit of at least $10,000,000. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmentalenvironmental inspections and tests, provided that (1i) Purchaser must give Seller twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)insured thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 4.11 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreementincluding signing any required manifests. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativegovernmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the any Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary such inspections, tests, including surveys and examinations as Purchaser shall determine, in its reasonable discretion, are necessary to properly evaluate the condition of the Property, including, without limitation, surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (a) Purchaser must give Seller two (2) full Business Days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars Dollar ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Purchaser is not permitted to communicate with any tenant. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering to gather information regarding then current zoning compliance of the Real Property and then current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.24.3, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwisemeans. In the event Seller fails to allow the Purchaser reasonable access to the Property prior to the expiration of the Inspection Period to perform the tests, and includes requests for inspections or other access evaluations described in this Section, the Purchaser shall be entitled to any Propertydeliver the Due Diligence Termination Notice and receive the return of the Xxxxxxx Money.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial general liability insurance with limits Purchaser must give Seller twenty-four (24) hours' prior telephone or written notice of at least One Million Dollars ($1,000,000) per occurrence any such inspection or test, and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunderany intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's reasonable discretion) and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (cii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.10 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser and its authorized representatives or agents shall have reasonable access to the Property and the Rec Lot Portion (defined in Section 11.1), and solely for the purpose of obtaining Purchaser’s Approvals (as defined in Section 12.1.1), any other portion of the Seller Land, at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under inspect the LeasesProperty and the Rec Lot Portion, to perform due diligence and for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1A) Purchaser must give Seller twenty-four (24) hours’ prior telephone or written notice (via e-mail to xxxxxxxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx) of any such access and inspection or testing (and Seller shall have the right to be present during all such testing and inspections), and with respect to any intrusive inspection or test (e.g., soil, water, air or core sampling) must obtain Seller’s prior written consent including as to contractor, location, scope, methodology and sequencing, such consent not to be unreasonably withheld, conditioned or delayed; it being understood and agreed, however, that any such request for intrusive environmental testing is to be based on the recommendations of a reputable contractor with respect to one or more RECs identified in a Phase I Environmental Site Investigation performed by Purchaser’s environmental contractor, a copy of which shall be delivered to Seller together with Purchaser’s request; and (B) prior to any access, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place workers compensation insurance and commercial general liability insurance on an “occurrence” basis, covering the activities of Purchaser and its agents, contractors, affiliates and representatives on or about the Property and the Rec Lot Portion, including (i) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Section 4.9), against claims for bodily injury, personal injury (with limits employee and contractual exclusions deleted), property damage and death, with a combined single limit of at least One Million Dollars ($1,000,000) not less than [****] per occurrence and Two Million Dollars ($2,000,000) [****] in the aggregate, with aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accidentliability applying separately to Products/Completed Operations and all other general liability coverages combined, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on or about the PropertyProperty and the Rec Lot Portion, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as additional insureds insured thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating which shall remain in place until the Closing Date or earlier termination of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)this Agreement, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 4.8 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation . Purchaser shall survive not have the termination of this Agreement. Subject right to the provisions of Section 4.7 hereof, Purchaser interview or Purchaser’s representatives may communicate otherwise have any communications with any Seller-designated tenants of the Property. Notwithstanding the preceding sentence, Seller agrees that Purchaser shall have the right to meet with the tenants of the Seller Land, other than Arno Physical Therapy and Xx. Xxxx Xxxxx, so long as each such meeting between Purchaser and a tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded coordinated by Seller that any Seller-designated tenant and a Seller representative will communicate with Purchaser or Purchaser’s representatives. Subject to is present during the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Propertymeeting.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate prior notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests as permitted under this Agreement, provided that (1a) Purchaser must give Sellers one full business days' prior telephone or written notice of any such inspection or test, (b) with respect to (i) any intrusive inspection or test, (ii) any "Phase II" type testing or investigation or (iii) any testing scope that is beyond a customary "Phase I" investigation (including, without limitation, any core sampling, soils testing, vapor testing, air-quality testing, infrared testing, testing of on-site materials or other similar testing, sampling or investigation) Purchaser must obtain Sellers’ prior written consent (which consent may be given, withheld or conditioned in Sellers’ sole discretion), (c) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Sellers evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Sellers covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Sellers as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedinsured thereunder, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller Sellers at least three (3) two full Business Days business days in advance by telephone or in writing to inform Seller Sellers of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller Sellers the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representativesSellers desire. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller Sellers at least three (3) two full Business Days business days in advance by telephone to inform Seller Sellers of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller Sellers the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any PropertySellers desire.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms Closing or earlier termination of the Leasesthis Agreement, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineeringengineering and geotechnical inspections and tests and an ASTM standard Phase I environmental site assessment, geotechnical provided that (a) Purchaser must give Seller two full Business Days’ written notice of any such inspection or test, and environmental with respect to any intrusive inspection or test (including, without limitation, collection of air, soil, groundwater, or building material samples or soil cores or any test designed to identify the presence of Hazardous Materials) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion, including, without limitation, on Seller’s right to take split or duplicate samples from any such intrusive inspection or test for purposes of conducting, at Seller’s sole cost, its own inspection or test thereof), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate 2,000,000 for bodily or personal injury or death and death, (2) property damage insurance in the amount of at least $2,000,000, including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (23) workers’ compensation and employers’ liability insurance in accordance with Purchase and Sale Agreement – 5000 Xxxxxxxxxxxx Xxxxx applicable law, but in all cases with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VIIA:VIII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 4.8 below. The requirement Seller shall have the right to carry be present, or have one or more of its own consultants present, during any interview or inspection of the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried Property by Purchaser or its affiliatesagents. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding then-current zoning compliance of the Real Property and the then-current entitlements with respect to the Real Property in connection with the transaction contemplated by this AgreementAgreement and searching publicly available databases regarding the Property. Other than as set forth in the previous sentenceHowever, with respect to any other communications with governmental authorities, Purchaser must contact notify Seller at least three (3) five full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to obtain Seller’s consent with respect thereto, and if Seller so consents, to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2Section, “communicate” and “communication” shall mean include the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means for the purpose of knowingly subverting the provisions of this Section regarding Purchaser’s obligations to provide Seller with prior notice of such communication and Seller’s ability to participate in person such communication. All policies of insurance required under this Agreement shall contain a waiver of subrogation endorsement, shall provide that the coverage is primary and is not in excess of or otherwisecontributing with any insurance or self-insurance maintained by Seller or any of its affiliates, investors, lenders or consultants, and includes requests for inspections shall be kept and maintained in force during the term of this Agreement and so long thereafter as necessary to cover any claims of damages suffered by persons or property resulting from any acts or omissions of Purchaser, its employees, agents, contractors, suppliers, consultants or other access to any Propertyrelated parties.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1a) Purchaser must give Seller two full business days' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling or any environmental testing beyond a Phase I environmental site assessment) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedinsured thereunder, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 0 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 0 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) two full Business Days business days in advance by telephone to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 0 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) two full Business Days business days in advance by telephone to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms expiration of the LeasesInspection Period (defined below), Purchaser shall have reasonable access to the Property Properties at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1a) Purchaser must give Sellers one full business days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Sellers’ prior written consent (which consent may be given, withheld or conditioned in Sellers’ sole discretion), and (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Sellers evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Properties in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Sellers covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Sellers as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 belowthereunder. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativeif and only if accompanied by a representative of Sellers; provided, howeverfurther, that Purchaser shall not discuss the transaction contemplated by this Agreement with such tenants and Purchaser must contact Seller Sellers at least three (3) one full Business Days business day in advance by telephone to inform Seller Sellers of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desiresmeeting. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller Sellers at least three (3) one full Business Days business days in advance by telephone to inform Seller Sellers of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2Purchaser or its counsel is permitted to make written requests to the municipal authorities for the purpose of verifying the compliance of the Properties with applicable zoning requirements and ordinances, “communicate” compliance with building codes and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwisecompliance with parking requirements, and includes requests for inspections to respond, make verbal comments or other access inquiries related thereto, including but not limited to any Propertyinquiries to determine the appropriate officials to direct written inquiries to.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate prior notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests as permitted under this Agreement, provided that (1a) Purchaser must give Seller one full business days' prior telephone or written notice of any such inspection or test, (b) with respect to (i) any intrusive inspection or test, (ii) any "Phase II" type testing or investigation or (iii) any testing scope that is beyond a customary "Phase I" investigation (including, without limitation, any core sampling, soils testing, vapor testing, air-quality testing, infrared testing, testing of on-site materials or other similar testing, sampling or investigation) Purchaser must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole discretion), (c) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedinsured thereunder, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) two full Business Days business days in advance by telephone or in writing to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection PURCHASE AND SALE AGREEMENT (OCOEE SELF STORAGE) – Page 7 with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) two full Business Days business days in advance by telephone to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing (or earlier termination of this Agreement), subject to the terms of the Leases, Purchaser Buyer shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting physical inspections and reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Buyer must give Seller 24 hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole discretion), (ii) prior to performing any inspection or test, Buyer must deliver a certificate of insurance to Seller evidencing that Buyer and its contractors, agents and representatives have in place comprehensive general liability insurance (with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with policy limits of at least $100,000 each accident, $100,000 each employee 2,000,000) and $500,000 workers' compensation insurance (with policy limit, all limits not less than statutory requirements) for its activities on the Land on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the PropertyLand, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds insured thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser Buyer in compliance with Purchaser’s Buyer's responsibilities set forth in this Section 4.9 below5. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser Buyer 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of this Section 4.7 hereof5, Purchaser Buyer or Purchaser’s Buyer's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser Buyer must contact Seller at least three (3) full Business Days 24 hours in advance by telephone or fax to inform Seller of Purchaser’s Buyer's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of this Section 4.7 hereof5, Purchaser Buyer or Purchaser’s Buyer's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, Purchaser however, Buyer must contact Seller at least three (3) full Business Days 48 hours in advance by telephone telephone, e-mail or fax to inform Seller of Purchaser’s Buyer's intended communication with any governmental authority meeting and to allow Seller the reasonable opportunity to participate in attend such communication meeting if Seller desires. As used ; provided that no such notice shall be required with respect to routine inquiries to governmental authorities in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Propertyconnection with zoning letters and/or reports.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms expiration of the LeasesInspection Period (defined below), Purchaser Inland shall have reasonable access to the Capital I Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1a) Inland must give Capital I one full business days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Capital I’s prior written consent (which consent may be given, withheld or conditioned in Capital I’s sole discretion), and (b) prior to performing any inspection or test, Inland must deliver a certificate of insurance to Capital I evidencing that Inland and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Capital I Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Capital I covering any accident arising in connection with the presence of PurchaserInland, its contractors, agents and representatives on the Capital I Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Capital I as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (thereunder. Inland or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or PurchaserInland’s representatives may communicate meet with any Seller-designated tenant representativeif and only if accompanied by a representative of Capital I; provided, howeverfurther, Purchaser that Inland shall not discuss the transaction contemplated by this Agreement with such tenants and Inland must contact Seller Capital I at least three (3) one full Business Days business day in advance by telephone to inform Seller Capital I of PurchaserInland’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desiresmeeting. No assurance Inland or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or PurchaserInland’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, Purchaser however, Inland must contact Seller Capital I at least three (3) one full Business Days business days in advance by telephone to inform Seller Capital I of PurchaserInland’s intended communication with any governmental authority meeting and to allow Seller Capital I the opportunity to participate in attend such communication meeting if Seller Capital I desires. As used in this Section 4.2Inland or its counsel is permitted to make written requests to the municipal authorities for the purpose of verifying the compliance of the Capital I Property with applicable zoning requirements and ordinances, “communicate” compliance with building codes and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwisecompliance with parking requirements, and includes requests for inspections to respond, make verbal comments or other access inquiries related thereto, including but not limited to any Propertyinquiries to determine the appropriate officials to direct written inquiries to.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the LeasesPurchaser and Purchaser's employees, agents, engineers, contractors and environmental consultants ("Purchaser Representatives") shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate prior notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary non-invasive tests, studies, investigations, evaluations and inspections, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests as permitted under this Agreement, provided that (a) Purchaser must give Seller one (1) business day's prior telephone or written notice of any such inspection or test, (b) with respect to (i) any invasive inspection or test, (ii) any "Phase II" type testing or investigation or (iii) any testing scope that is beyond a customary "Phase I" investigation (including, without limitation, any core sampling, soils testing, vapor testing, air-quality testing, testing of on-site materials or other similar testing, sampling or investigation), Purchaser must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole discretion), provided, however, that the foregoing shall not preclude Purchaser from undertaking non-invasive radon or asbestos testing, (c) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and Purchaser Representatives have in place (i) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000.00) for bodily or personal injury or death and (ii) property damage insurance in the amount of at least One Million Dollars ($1,000,0001,000,000.00) per occurrence and Two Million Dollars ($2,000,000) in for the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives inspection activities on the Property, which insurance, except for workers’ compensation and employers’ liability, certificate shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)insured thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (cd) all such tests shall be conducted by Purchaser and Purchaser Representatives in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives Purchaser Representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) two full Business Days business days in advance by telephone or in writing to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate Purchaser Representatives may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) two full Business Days business days in advance by telephone to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used Seller agrees that Purchaser may conduct thermographic inspections of the building envelopes, provided that (A) the professional(s) performing and evaluating such thermographic inspections must have specific training in this Section 4.2building envelope evaluations and reasonably appropriate credentials as a thermographer, “communicate” (B) Seller shall have the right to reasonably approve the scope of the building envelope evaluation, and “communication” shall mean (C) Seller expressly reserves the initiation ofright, response toin its sole discretion, to refuse to permit or sharing or exchange allow any destructive openings of information, knowledge or messages, whether by oral, written or electronic methods or media, or by the building envelopes based upon the results of any other means in person such testing or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Closing Purchaser and its agents and representatives shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate after reasonable advance notice to tenants as permitted or required under the LeasesSeller (which notice may be given by telephone to Xxxxxxx Xxxxxx at (000) 000-0000, ext. 325), for the purpose of conducting reasonably necessary inspections and tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect limited to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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 Phase I tests, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact unless Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as otherwise authorizes additional testing based on recommendations set forth in the previous sentencePhase I report) and tests; provided, Seller and its employees and agents shall have the right to accompany Purchaser on any of such inspections; and provided further that in no event will Purchaser be permitted to perform any invasive physical or environmental testing of the Property beyond a customary Phase I environmental investigation without obtaining the prior written consent of Seller, and without entering into a confidentiality and entry agreement acceptable to Seller with respect to such testing if not previously provided. Should Purchaser so desire to perform any such invasive testing, Purchaser must contact shall provide Seller for Seller’s consideration a written request detailing the nature of the proposed testing and the reasoning for requiring such testing at least three five (35) full Business Days in advance by telephone prior to inform Seller of the date that Purchaser wishes to conduct such testing. The rights granted to Purchaser pursuant to this Section 4.2 shall be exercised only after Purchaser, or Purchaser’s intended communication vendors which intend to enter upon the Land, has provided to Seller a certificate of liability insurance, naming Seller as an additional insured, with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Propertyat least $2,000,000.00 single limit coverage.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms Closing or earlier termination of the Leasesthis Agreement, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineeringengineering and geotechnical inspections and tests and an ASTM standard Phase I environmental site assessment (individually, geotechnical a “Purchaser Investigation”, and environmental collectively, the “Purchaser Investigations”), provided that (a) Purchaser must give Seller one full Business Day’s written notice of any Purchaser Investigation (which notice may be delivered by electronic mail to [***], and with respect to any Purchaser Investigation of an intrusive nature (including, without limitation, collection of air, soil, groundwater, or building material samples or soil cores or any test designed to identify the presence of Hazardous Materials) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion, including, without limitation, on Seller’s right to take split or duplicate samples from any such intrusive inspection or test for purposes of conducting, at Seller’s sole cost, its own inspection or test thereof), (b) prior to performing any Purchaser Investigation, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate [***] for bodily or personal injury or death and death, (2) property damage insurance in the amount of at least [***], including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (23) workers’ compensation and employers’ liability insurance in accordance with applicable law, but in all cases with limits of at least $100,000 [***] each accident, $100,000 [***] each employee and $500,000 [***] policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VIIA-:VIII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests Purchaser Investigations shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 4.8 below. The requirement Seller shall have the right, but not the obligation, to carry the insurance specified in the preceding sentence may be satisfied through blanket present, or umbrella insurance policies carried by have one or more of its own consultants present, during any interview or Purchaser or its affiliatesInvestigation. Purchaser shall bear the cost of all such inspections or tests Purchaser Investigations and shall be responsible for and act as the generator with respect to any wastes generated by those tests, which obligation shall survive the termination of this Agreement; provided, however, that such responsibility shall not include any responsibility for pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent environmental contamination) so long as Purchaser’s actions do not aggravate any pre-existing liability of the Seller. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact notify Seller at least three (3) five full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and to allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, may communicate with any governmental authority for the sole purpose of gathering information regarding then-current zoning compliance of the Real Property and the then-current entitlements with respect to the Real Property in connection with the transaction contemplated by this AgreementAgreement and searching publicly available databases regarding the Property. Other than as set forth in the previous sentenceHowever, with respect to any other communications with governmental authorities, Purchaser must contact Seller at least three (3) five full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to obtain Seller’s consent with respect thereto, and if Seller so consents, to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2Section, “communicate” and “communication” shall mean include the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means for the purpose of knowingly subverting the provisions of this Section regarding Purchaser’s obligations to provide Seller with prior notice of such communication and Seller’s ability to participate in person such communication. All policies of insurance required under this Agreement shall contain a waiver of subrogation endorsement, shall provide that the coverage is primary and is not in excess of or otherwisecontributing with any insurance or self-insurance maintained by Seller or any of its affiliates, investors, lenders or consultants, and includes requests for inspections shall be kept and maintained in force during the term of this Agreement and so long thereafter as necessary to cover any claims of damages suffered by persons or property resulting from any acts or omissions of Purchaser, its employees, agents, contractors, suppliers, consultants or other access to any Propertyrelated parties.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that Purchaser must give Seller forty eight (148) commercial general liability insurance with limits hours prior telephone or written notice of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury any such inspection or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to test. At Seller’s prior approvalelection, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests a representative of Seller shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried present at any entry by Purchaser or its affiliatesagents, contractors or employees (collectively, “Purchaser Parties”) upon the Property. All persons or entities conducting tests or inspections on the Property shall be duly qualified, experienced, and, if required by the State of South Carolina, registered and licensed with the State of South Carolina for the investigations, inspections and tests which they will perform on the Property. Purchaser shall bear not perform any invasive or intrusive inspection, test or investigation of the cost Property (including, without limitation, any drillings, test borings, core samplings, or other disturbance of all such inspections the Property for review of soils, compaction, environmental, structure or tests and shall be responsible for and act as other conditions of the generator with respect to any wastes generated by those testsProperty) without Seller’s prior written consent, which obligation shall survive the termination of this Agreementconsent may be given, withheld or conditioned in Seller’s sole discretion. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.forty-eight

Physical Due Diligence. Commencing on Buyer has been given access to the Property prior to the Effective Date Date, and continuing until the ClosingClosing (or earlier termination of this Agreement), subject to the terms of the Leases, Purchaser Buyer shall have reasonable access to the Real Property at all reasonable times during normal business hours, upon appropriate notice to tenants and licensees as permitted or required under the LeasesLeases and License Agreements, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) Buyer must give Seller twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), (ii) prior to performing any inspection or test, Buyer must deliver a certificate of insurance to Seller evidencing that Buyer and its contractor performing such test or inspection each have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in on commercially reasonably terms for its activities on the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Real Property covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser Buyer in compliance with PurchaserBuyer’s responsibilities set forth in Section 4.9 4.12 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser Buyer 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, which obligation shall survive the termination of this Agreementif any. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser Buyer or PurchaserBuyer’s representatives may communicate meet with any Seller-designated tenant representativeor licensee; provided, however, Purchaser Buyer must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of PurchaserBuyer’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser Buyer or PurchaserBuyer’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, Purchaser however, Buyer must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of PurchaserBuyer’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” except that the foregoing shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access not apply to any Propertyinspection of city files by Buyer or its representatives nor to any efforts by Buyer or its representatives to obtain a zoning compliance letter from the City of Seattle.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser and its agents and representatives shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (a) Purchaser must give Seller one (1) full Business Day’s prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may not be unreasonably withheld), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate 2,000,000 for bodily or personal injury or death and death, (2) property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunderin the amount of at least $1,000,000, and (23) workers’ compensation and employers’ liability insurance for its activities on the Property in accordance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limitapplicable law, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate designate, and (B) be primary non-contributory and be written by a reputable insurance company having a rating licensed to issue policies in the State of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedTexas, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 Sections 4.7 and 4.8 below. The requirement Notwithstanding the foregoing, Purchaser shall be permitted to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried conduct a Phase II Environmental Site Assessment and any other additional testing if recommended by Purchaser or its affiliatesPurchaser’s Phase I Environmental Site Assessment. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.5 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representativegovernmental authority (aa) for the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least three two (32) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate or in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone writing to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desiresdesires at a mutually agreeable time between Purchaser and Seller, or (bb) to the extent required by applicable laws. As used in this Section 4.2Section, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means for the purpose of knowingly subverting the provisions of this Section regarding Purchaser’s obligations to provide Seller with prior notice of such communication and Seller’s ability to participate in person or otherwise, and includes requests for inspections or other access to any Propertysuch communication.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, hours for the purpose of conducting reasonably necessary inspections, investigations and tests, including including, without limitation, surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests as permitted under this Agreement (collectively, the “Property Investigations”), provided that (a) Purchaser must give Seller two full business days' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test, any "Phase II" type testing or investigation or any testing scope that is beyond a customary "Phase I" investigation (i.e., core sampling, soils testing, vapor testing, testing of on-site materials or other similar testing or investigation) Purchaser must obtain Seller's prior written consent, which consent may be given, withheld or conditioned in Seller's sole discretion, (b) prior to performing any Property Investigation, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser has in place workers' compensation insurance in accordance with applicable law, and Purchaser shall maintain (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,0002,000,000.00) in the aggregate for bodily or personal injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunderdeath, and (2) workers’ compensation and employers’ liability property damage insurance with limits in the amount of at least Two Hundred Fifty Thousand Dollars ($100,000 each accident250,000.00), $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insuranceinsurance shall name Seller as an additional insured thereunder, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests Property Investigations shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 below. The requirement to carry , (d) no leased residential units at the insurance specified in the preceding sentence may Property shall be satisfied through blanket entered without first coordinating with Seller or umbrella insurance policies carried by Seller's property manager and only with Seller or Seller's property manager being present, and (e) Purchaser shall not conduct interviews or its affiliatesExhibit M, List of Existing Loan Documents M-9 meetings with any residential tenants. Purchaser shall bear the cost of all such inspections or tests Property Investigations and shall be responsible for and act as the generator with respect to any wastes generated by those tests, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any PropertyInvestigations.

Physical Due Diligence. Commencing on the Effective Date first day of the Inspection Period and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1a) Purchaser must give Seller reasonable prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insuranceinsurance shall name Seller as an additional insured thereunder, except for workers’ compensation and employers’ liability, shall (A) name in the form attached hereto as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedExhibit N, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) full Business Days reasonably in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) full Business Days reasonably in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of any Leases and guests of the LeasesHotel, Purchaser and its contractors, agents, consultants and representatives shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants and Hotel guests as permitted or required under the LeasesLeases or any applicable occupancy agreements, for the purpose of conducting reasonably necessary conducting, at Purchaser’s sole cost and expense, tests, studies and investigations, including surveys and architectural, engineering, geotechnical and environmentalenvironmental inspections and tests, provided that (a) Purchaser must give Seller at least one (1) Business Day’s prior written notice delivered via e-mail of any such tests, studies or investigations, and with respect to any intrusive test, study or investigation (e.g., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (b) prior to performing any test, study or investigation, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents, consultants and representatives have in place (and Purchaser and its contractors, agents, consultants and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate designate, and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 4.8 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 Sections 4.8 and 12.8 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representativeof the Real Property; provided, however, Purchaser must contact shall give Seller at least three (3) full Business Days in advance by telephone to inform Seller reasonable prior written notice delivered via e-mail of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representativestenant. Subject to the provisions of Section 4.7 Sections 4.8 and 12.8 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, may communicate with any governmental authority for the sole purpose of gathering information regarding then current zoning or permit compliance of the Real Property, the environmental condition of the Real Property and the Improvements (but only to the extent such communication is reasonably and customarily required in order for Purchaser’s environmental consultant to be able to prepare a Phase I environmental site assessment for the Property) and then current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact give Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.24 hours’ prior written

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Purchaser must give Seller twenty-four (24) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance Compliance with Purchaser’s 's responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance advance, by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms Closing or earlier termination of the Leasesthis Agreement, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmentalenvironmental inspections and tests, provided that (a) Purchaser must give Seller two full Business Days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent, which consent may be given, withheld or conditioned in Seller’s sole discretion, provided, that if any Phase I environmental site assessment obtained by Purchaser (or on which Purchaser is permitted to rely under a reliance letter) recommends (or if Purchaser’s environmental consultant, Terracon, Inc., otherwise recommends) additional environmental testing with respect to the Land or Improvements based on the actual presence or reasonably suspected presence or release of any recognized environmental condition that was not referred to in any environmental report, assessment or related document among the Property Documents, then Seller shall not unreasonably withhold, condition or delay its consent to the performance of such additional recommended testing, (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate per occurrence for bodily or personal injury or death and property or damage insurance including coverage for to property, (2) contractual liability and personal and advertising injury insurance with respect to Purchaser’s obligations hereunder, and (23) workers’ compensation and employers’ liability insurance in accordance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limitapplicable law, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) with respect to the insurance under clause (1), name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VIIA:V” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) with respect to the insurance under clause (1), shall otherwise be subject reasonably acceptable to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 4.10 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this AgreementAgreement for a period of two (2) years. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) one full Business Days Day in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and to allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, may communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) one full Business Days Day in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2Section, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means for the purpose of knowingly subverting the provisions of this Section regarding Purchaser’s obligations to provide Seller with prior notice of such communication and Seller’s ability to participate in person or otherwise, and includes requests for inspections or other access to any Propertysuch communication.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, hours for the purpose of conducting reasonably necessary inspections, investigations and tests, including including, without limitation, surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests as permitted under this Agreement (collectively, the “Property Investigations”), provided that (a) Purchaser must give Seller two full business days' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test, any "Phase II" type testing or investigation or any testing scope that is beyond a customary "Phase I" investigation (i.e., core sampling, soils testing, vapor testing, testing of on-site materials or other similar testing or investigation) Purchaser must obtain Seller's prior written consent, which consent may be given, withheld or conditioned in Seller's sole discretion, (b) prior to performing any Property Investigation, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser has in place workers' compensation insurance in accordance with applicable law, and Purchaser shall maintain (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,0002,000,000.00) in the aggregate for bodily or personal injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunderdeath, and (2) workers’ compensation and employers’ liability property damage insurance with limits in the amount of at least Two Hundred Fifty Thousand Dollars ($100,000 each accident250,000.00), $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insuranceinsurance shall name Seller as an additional insured thereunder, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests Property Investigations shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 below. The requirement to carry , (d) no leased residential units at the insurance specified in the preceding sentence may Property shall be satisfied through blanket entered without first coordinating with Seller or umbrella insurance policies carried by Seller's property manager and only with Seller or Seller's property manager being present, and (e) Purchaser shall not conduct interviews or its affiliatesmeetings with any residential tenants. Purchaser shall bear the cost of all such inspections or tests Property Investigations and shall be responsible for and act as the generator with respect to any wastes generated by those tests, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any PropertyInvestigations.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Purchaser must give Seller twenty-four (24) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (e.g., core sampling) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.12 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's ----------- representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with ----------- any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants Tenant as permitted or required under the LeasesLease, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections, including Phase I environmental testing and tests, provided that (1a) Purchaser must give Seller one business day’s prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling or Phase II environmental testing) must obtain Seller’s prior written consent to (which consent may be given or withheld in Seller’s sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place in an amount not less than $1,000,000 of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedinsured thereunder, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) full Business Days one business day in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) one full Business Days business day in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property Properties at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1a) Purchaser must give Seller twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Properties in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the PropertyProperties, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Seller’s property manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedthereunder, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 4.10 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser shall bear the cost of all such inspections or and tests and shall be responsible for and act as the generator with respect to any wastes generated by those tests, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or electronic mail to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or electronic mail to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Purchaser must give Seller twenty-four (24) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)hereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.12 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must shall, to the extent reasonably practical, contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) Purchaser must give Seller twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s reasonable discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits in the amount of at least One Million Dollars (no less than $1,000,000) 1,000,000 per occurrence and Two Million Dollars ($2,000,000) in the an aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits limit of at least $100,000 each accident, $100,000 each employee 2,000,000 and $500,000 policy limit, all workers compensation insurance (within applicable statutory limits) for its activities on the Property in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name as Seller on additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)insured thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement Seller shall have the right, but not the obligation, to carry the insurance specified in the preceding sentence may be satisfied through blanket have a representative present at any such inspection or umbrella insurance policies carried by Purchaser or its affiliatestest. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three twenty-four (324) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three twenty-four (324) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on Prior to the Effective Date and continuing until through the ClosingClosing (or earlier termination of this Agreement), subject Buyer has had and shall continue to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Buyer must give Seller two business days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (e.g., core sampling) must obtain Seller’s prior written consent (which consent may not be unreasonably withheld to the extent such consent is for Phase II testing although Seller’s consent may be withheld in its discretion for any other intrusive testing that may potentially exacerbate any existing condition on the Property, including, without limitation, any groundwater testing or any other testing procedure that may xxxxxx an aquifer, (ii) Buyer must provide Seller with proposed boring or testing locations in advance, plus a complete copy of the Phase I report recommending such Phase II testing, and copies of the final Phase II report, (ii) Buyer must provide Seller with proposed boring or testing locations in advance, plus a complete copy of the Phase I report recommending such Phase II testing, and copies of the final Phase II report, (iii) all such tests shall be conducted by Buyer in compliance with Buyer’s responsibilities set forth in Section 4.10 below; and (iv) prior to performing any inspection or test, Buyer must deliver a certificate of insurance to Seller evidencing that Buyer has in place reasonable amounts of comprehensive general liability insurance with limits and workers compensation insurance for its activities (and those activities of at least One Million Dollars ($1,000,000its contractors, agents and representatives) per occurrence on the Property in terms and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Buyer as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 belowinsured thereunder. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser Buyer 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser Buyer or PurchaserBuyer’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, Purchaser however, Buyer must contact Seller at least three (3) full Business Days two business days in advance by telephone or fax to inform Seller of PurchaserBuyer’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires; provided further, however, Buyer shall have the right (without Seller’s approval) to call any governmental authority and make inquiries regarding the Property. As used Buyer acknowledges and agrees that the purchase and sale contemplated by this Agreement is to be on an entirely as-is basis, without any representation or warranty by Seller except as expressly set forth in Section 9.1 below. During the Contingency Period, (a) Seller shall make available to Buyer for interviews regarding the Property, Seller’s personnel and Seller’s property manager and (b) Buyer shall have the right to interview the tenant leasing space in the Property. In accordance with Section 11.2 below, any statements that such persons may make to Buyer shall not be considered Seller’s Representations or Warranties under this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any PropertyAgreement.

Physical Due Diligence. As of the Effective Date, Purchaser acknowledges and agrees that Purchaser has conducted such inspections and tests of the Property, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, as Purchaser has deemed necessary to satisfy itself as to the condition of the Property. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting such additional reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmentalenvironmental inspections and tests, provided that (a) Purchaser must give Seller the greater of (i) two (2) full Business Days’ or (ii) the minimum notice period required by the applicable Leases for the Property, written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent shall not be unreasonably withheld or conditioned), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller Seller, the Subsidiary and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.preceding

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing (or earlier termination of this Agreement), subject to the terms of the Leases, Purchaser Buyer shall have reasonable access to the Real Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (i) Buyer must give Seller one (1) commercial business day’s prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling or drilling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (ii) prior to performing any inspection or test, Buyer must deliver a certificate of insurance to Seller evidencing that Buyer and its contractors, agents and representatives have in place comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Real Property on terms and in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident incident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)insured thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser Buyer in compliance with PurchaserBuyer’s responsibilities set forth in Section 4.9 belowthis Agreement. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser Buyer 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. Subject to the provisions of Section 6.6 hereof, which obligation Buyer or Buyer’s representatives may meet with any tenant or any governmental authority for any good faith, reasonable purpose in connection with the transactions contemplated by this Agreement; provided, however, Buyer must provide Seller with at least two (2) business days’ advance written notice of Buyer’s intended meeting and allow Seller the opportunity to attend such meeting if Seller desires. Buyer’s obligations under this Section 6.3 shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon reasonable notice to Seller with a representative of Seller present at the Property, and upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial general liability insurance with limits Purchaser must give Seller twenty-four (24) hours’ prior telephone or written notice of at least One Million Dollars ($1,000,000) per occurrence any such inspection or test, and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaserany intrusive inspection or test (i.e., core sampling) must obtain Seller’s obligations hereunderprior written consent (which consent may be given, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising withheld or conditioned in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by BestSeller’s Rating Guide (or a comparable rating by a successor rating servicereasonable discretion), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (cii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three twenty-four (324) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three twenty-four (324) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser and its agents and representatives shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (a) Purchaser must give Seller one (1) full Business Day’s prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may not be unreasonably withheld), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate 2,000,000 for bodily or personal injury or death and death, (2) property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunderin the amount of at least $1,000,000, and (23) workers’ compensation and employers’ liability insurance for its activities on the Property in accordance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limitapplicable law, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate designate, and (B) be primary non-contributory and be written by a reputable insurance company having a rating licensed to issue policies in the State of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedTexas, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 Sections 4.7 and 4.8 below. The requirement Notwithstanding the foregoing, Purchaser shall be permitted to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried conduct a Phase II Environmental Site Assessment and any other additional testing if recommended by Purchaser or its affiliatesPurchaser’s Phase I Environmental Site Assessment. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.5 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representativegovernmental authority (aa) for the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least three two (32) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate or in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone writing to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desiresdesires at a mutually agreeable time between Purchaser and Seller, or (bb) to the extent required by applicable laws. As used in this Section 4.2Section, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means for the purpose of knowingly subverting the provisions of this Section regarding Purchaser’s obligations to provide Seller with prior notice of such communication and Seller’s ability to participate in person or otherwisesuch communication. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and includes requests for inspections or other access to any Property.00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmentalenvironmental inspections and tests, provided that (a) Purchaser must give Seller two full Business Days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily or personal injury or death and death, (2) property damage insurance including coverage for in the amount of at least Two Million Dollars ($2,000,000), and (3) contractual liability and personal and advertising injury insurance with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) two full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and to allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, may communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) two full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2Section, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means for the purpose of knowingly subverting the provisions of this Section regarding Purchaser’s obligations to provide Seller with prior notice of such communication and Seller’s ability to participate in person or otherwise, and includes requests for inspections or other access to any Propertysuch communication.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) Purchaser must give Seller forty-eight (48) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's reasonable discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits in the amount of at least One Million Dollars (no less than $1,000,000) 1,000,000 per occurrence and Two Million Dollars ($2,000,000) in the an aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits limit of at least $100,000 each accident, $100,000 each employee 2,000,000 and $500,000 policy limit, all workers' compensation insurance (within applicable statutory limits) for its activities on the Property in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.10 below. The requirement Additionally, Purchaser shall be required to carry the insurance specified in the preceding sentence may be satisfied through blanket or an umbrella insurance policies carried by Purchaser or its affiliatespolicy with a limited of at least $10,000,000. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1a) Purchaser must give Seller two (2) full business days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedinsured thereunder, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three two (32) full Business Days business days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three two (32) full Business Days business days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate prior notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests as permitted under this Agreement, provided that (1a) Purchaser must give Seller three (3) full business days' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test, any "Phase II" type testing or investigation or any testing scope that is beyond a customary "Phase I" investigation (i.e., no core sampling, soils testing, vapor testing, testing of on-site materials or other similar testing or investigation) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedinsured thereunder, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) full Business Days business days in advance by telephone or in writing to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) two full Business Days business days in advance by telephone to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms Closing or earlier termination of the Leasesthis Agreement, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) Purchaser must give Seller twenty‑four (24) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to each Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all such Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name each Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)insured thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.10 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty‑eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing Date (or earlier termination of this Agreement), subject to the terms of the LeasesBuyer, Purchaser its employees, agents, consultants and contractors shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, soil tests, hydrology tests, percolation tests, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Buyer must give Seller forty-eight (48) hours’ prior telephone or written notice of any such inspection or test, (ii) prior to performing any inspection or test, Buyer must deliver a certificate of insurance to Seller evidencing that Buyer and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Real Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)insured thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser Buyer in compliance with PurchaserBuyer’s responsibilities set forth in Section 4.9 belowthis Article 4. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser Buyer shall bear the cost of all such inspections or tests test. Buyer shall have no responsibility to Seller, and Seller hereby releases Buyer from liability for any damage to persons or property or any release arising out of existing environmental conditions or subterranean structures or utilities that were known to the Seller and not disclosed to Buyer. Soil, rock, water, asbestos, and other samples taken from the Real Property shall be responsible for and act as remain the generator property of Seller. At Seller’s request, Buyer will cooperate with Seller with respect to Seller’s decisions regarding the lawful disposal of any wastes generated by those testscontaminated samples, which and Buyer further agrees to reimburse Seller for (or pay on Seller’s behalf) reasonable costs associated with the lawful disposal of such samples. In any case, Seller shall be required to sign any manifests and any other documents required in connection with the disposal of contaminated samples. If Seller is not willing to sign the required documentation, Buyer’s only obligation with respect to contaminated samples shall be to return the same to Seller. The terms of this Section 4.2 shall survive the Closing or termination of this Agreement. Subject to , as the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives case may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Propertybe.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing (or earlier termination of this Agreement), subject to the terms of the Leases, Purchaser Buyer shall have reasonable access to the Real Property at all reasonable times during normal business hours, upon appropriate notice to tenants and licensees as permitted or required under the LeasesLeases and License Agreements, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Buyer must give Seller twenty-four (24) hours’ prior telephone or written notice of any such inspection or test and provide Seller with reasonable opportunity to have its representatives present, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (ii) prior to entering the Property or performing any inspection or test, Buyer must deliver a certificate of insurance to Seller evidencing that Buyer and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Real Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser Buyer in compliance with PurchaserBuyer’s responsibilities set forth in Section 4.9 4.12 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser Buyer 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser Buyer or PurchaserBuyer’s representatives may communicate meet with any Seller-designated tenant representativeor licensee; provided, however, Purchaser Buyer must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of PurchaserBuyer’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser Buyer or PurchaserBuyer’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, Purchaser however, Buyer must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of PurchaserBuyer’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, hours for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1a) Purchaser must give Seller twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedinsured thereunder, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 4.8 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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 teststests (except for any wastes arising out of pre-existing matters merely discovered by Purchaser (i.e., which obligation shall survive the termination of this Agreementlatent environmental contamination)). Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativethe general manager of the Hotel; provided, however, Purchaser must contact Seller at least three twenty-four (324) full Business Days hours in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three twenty-four (324) full Business Days hours in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmentalenvironmental inspections and tests, provided that (a) Purchaser must give Seller two full Business Days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser has in place and Purchaser shall cause its contractors, agents and representatives to deliver certificates of insurance evidencing that they have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily or personal injury or death and death, (2) property damage insurance including coverage for in the amount of at least Two Million Dollars ($2,000,000), (3) contractual liability and personal and advertising injury insurance with respect to Purchaser’s obligations hereunder, and (24) workers’ compensation and employers’ liability insurance in accordance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limitapplicable law, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name as additional insureds thereunder thereunder, except with respect to Workers’ Compensation Insurance, Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three (3) five full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and to allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, may communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three (3) five full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2Section, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means for the purpose of knowingly subverting the provisions of this Section regarding Purchaser’s obligations to provide Seller with prior notice of such communication and Seller’s ability to participate in person or otherwise, and includes requests for inspections or other access to any Propertysuch communication.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the LeasesPurchaser and its contractors, Purchaser agents and representatives shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including including, without limitation, surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Purchaser must give Seller twenty-four (24) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent may be given, withheld or conditioned in Seller's sole 8 9 discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers' compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser and/or its contractors, agents and representatives in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.12 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativeNortel; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or and/or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s such intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under (but in any event within the Leaseshours of 8:00 a.m. and 5:00 p.m. Monday through Friday), for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmentalenvironmental inspections and tests, provided that (a) Purchaser must give Seller's Chief Financial Officer two (2) full Business Days' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily or personal injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunderdeath, and (2) workers’ compensation and employers’ liability property damage insurance with limits in the amount of at least One Million Dollars ($100,000 each accident, $100,000 each employee and $500,000 policy limit, 1,000,000) all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.8 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Subject to the provisions of Section 4.6 hereof, Purchaser or Purchaser’s 's representatives may communicate with any Seller-designated tenant representativegovernmental authority for the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least three five (35) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s 's intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2Section, “"communicate” " and “"communication” " shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Propertymeans.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, Leases for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmentalenvironmental inspections and tests, provided that (a) Purchaser must give Seller two full Business Days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Five Million Dollars ($1,000,0005,000,000) per occurrence and Two for bodily or personal injury or death, (2) property damage insurance in the amount of at least Five Million Dollars ($2,000,0005,000,000), (3) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury insurance with respect to Purchaser’s obligations hereunder, and (24) workers’ compensation and employers’ liability insurance in accordance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limitapplicable law, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.such

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser and its agents and representatives shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmentalenvironmental inspections and tests, provided that (a) Purchaser must give Seller one (1) full Business Day’s prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may not be unreasonably withheld), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate 2,000,000 for bodily or personal injury or death and death, (2) property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunderin the amount of at least $1,000,000, and (23) workers’ compensation and employers’ liability insurance for its activities on the Property in accordance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limitapplicable law, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate designate, and (B) be primary non-contributory and be written by a reputable insurance company having a rating licensed to issue policies in the State of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayedTexas, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 Sections 4.7 and 4.8 below. The requirement Notwithstanding the foregoing, Purchaser shall be permitted to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried conduct a Phase II Environmental Site Assessment and any other additional testing if recommended by Purchaser or its affiliatesPurchaser’s Phase I Environmental Site Assessment. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.5 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representativegovernmental authority (aa) for the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least three two (32) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate or in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone writing to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desiresdesires at a mutually agreeable time between Purchaser and Seller, or (bb) to the extent required by applicable laws. As used in this Section 4.2Section, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means for the purpose of knowingly subverting the provisions of this Section regarding Purchaser’s obligations to provide Seller with prior notice of such communication and Seller’s ability to participate in person or otherwisesuch communication. Purchase and Sale Agreement 6000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 4000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and includes requests for inspections or other access to any Property.10000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) Purchaser must give Seller twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 4.12 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s representatives may communicate meet with any Seller-designated tenant representativetenant; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used , Purchaser shall not be required to provide such notice before making general inquiries of governmental agencies in this Section 4.2, “communicate” and “communication” shall mean connection with the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing Date (or earlier termination of this Agreement), subject to the terms of the Leases, Purchaser Buyer shall have reasonable access to the Real Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Buyer must give Seller forty-eight (48) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (e.g., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (ii) prior to performing any inspection or test, Buyer must deliver a certificate of insurance to Seller evidencing that Buyer and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Real Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance, except for workers’ compensation and employers’ liability, insurance shall (A) name Seller as an additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)insured thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser Buyer in compliance with PurchaserBuyer’s responsibilities set forth in Section 4.9 belowthis Article 4. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser Buyer 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, which obligation shall survive the termination of this Agreement. Subject Notwithstanding anything to the provisions contrary contained herein, in order to minimize the disruption of Section 4.7 hereofSeller’s business, Purchaser or PurchaserBuyer’s representatives may communicate with any Seller-designated tenant representativeinspection of the research and development portion of the Real Property shall be limited to one time during the Inspection Period and one time which is five (5) days prior to the Closing Date; provided, however, Purchaser must contact this limitation on frequency of inspection shall not apply to environmental inspections. Buyer and Seller at least three (3) full Business Days will coordinate all inspections of the Property in advance by telephone an effort to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller minimize the opportunity disruption to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Propertybusiness operations.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser Operating Partnership and its agents and representatives shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, hours for the purpose of conducting reasonably necessary inspections and tests, including surveys Surveys and architectural, engineering, geotechnical and environmental (1) commercial general liability insurance environmental inspections and tests, and unit-by-unit inspections of the Property. The Contributors and their agents and representatives shall cooperate with limits the Operating Partnership and its agents and representatives in supplying such historical and operational information as may be reasonably requested by such persons, including notices, permits, or other written communications pertaining to the environmental or physical condition of at least One Million Dollars ($1,000,000) per occurrence the Property. The Contributors hereby authorize the Operating Partnership and Two Million Dollars ($2,000,000) in its agents and representatives to enter upon the aggregate Property for bodily injury or death the purpose of conducting the above inspections and property damage insurance including coverage for contractual liability tests and personal agrees that such parties may take such samples as may be reasonably necessary to conduct such inspections and advertising injury tests; provided, however that, with respect to Purchaserany Phase II inspection of any Property, (i) at the Contributor’s obligations hereunderrequest, Contributee shall split any or all samples with the Contributor that owns the Property from which samples are taken and shall provide one unit of each split sample to the applicable Contributor for its own independent testing and evaluation, (ii) promptly upon receipt, the Contributee shall provide the applicable Contributor or its legal counsel with any and all final results of sampling data of sample collected at such Property, (iii) if the Contributee believes that the information generated during or as a result of any tests, inspections or sampling requires notification to any Governmental Authority, the Contributee shall so notify the applicable Contributor prior to any such notification, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accidentthe obligation to report, $100,000 each employee and $500,000 policy limitunless otherwise specified by applicable law or regulation, all covering any accident arising in connection shall rest solely with the presence Contributor and (iv) the Contributee shall under no circumstances, except as may be specifically required by applicable law or regulation or as specifically agreed to in writing by the applicable Contributor, communicate with or notify any Governmental Authority or any private party any information generated during or as a result of Purchaserthe tests, its contractorsinspections or sampling prior to Closing, other than the Contributee’s directors, officers, employees, consultants, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VIIneed to know” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority and to allow Seller the opportunity to participate in such communication if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Propertybasis.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Purchaser must give Seller twenty-four (24) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent shall not be unreasonably withheld or conditioned), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) workers compensation insurance for its activities on the Property in the aggregate for bodily injury or death terms and property damage insurance including coverage for contractual liability and personal and advertising injury with respect amounts reasonably satisfactory to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name Seller and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.12 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativegovernmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used During the Inspection Period Purchaser shall review the contracts listed on Exhibit D attached hereto and notify Seller prior to the termination of the Inspection Period as to which contracts Purchaser has elected to take assignment of and assume obligations thereunder arising from and after the Closing Date (the "Assumed Contracts"). It shall be a condition to Purchaser's obligation to close on the Closing Date that any and all consents required in this Section 4.2, “communicate” connection with the assignment and “communication” shall mean assumption of the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any PropertyAssumed Contracts be delivered on the Closing Date.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing (or earlier termination of this Agreement), subject to the terms of the Leases, Purchaser Buyer shall have reasonable access to the Real Property at all reasonable times during normal business hours, upon Sellers’ appropriate notice to tenants as permitted or Tenants to the extent required under the Leases, for the purpose of conducting inspections and tests of the Real Property reasonably necessary testsrequired by Buyer or its lender, including surveys provided that (i) Buyer must give Sellers at least twenty-four (24) hours’ prior notice of any such inspection or test, and architecturalwith respect to any intrusive inspection or test (e.g., engineeringcore sampling) and/or any soil or vapor testing must obtain Sellers’ prior written consent (which consent may be given, geotechnical withheld or conditioned in Sellers’ sole discretion), (ii) prior to performing any inspection or test, Buyer must deliver a certificate of insurance to Sellers evidencing that Buyer and/or its contractors, agents and environmental representatives have in place (1A) commercial general liability insurance for their activities on the Real Property with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits a policy limit of at least $100,000 each accident, $100,000 each employee 2,000,000.00 per occurrence and $500,000 policy limit, all otherwise upon terms reasonably satisfactory to Sellers covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on or about the Real Property, which insuranceinsurance shall name Sellers, except for workersSellers’ compensation property manager and employers’ liability, shall (A) name the existing mortgagee of the Real Property as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate thereunder, and (B) be written workers compensation insurance (as required by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)law) with respect to such activities, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such inspections and tests shall be conducted by Purchaser Buyer in compliance with Purchaser’s responsibilities set forth in Section 4.9 below4.8. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser Buyer 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof4.6, Purchaser Buyer or PurchaserBuyer’s representatives may communicate meet with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated tenant representative and allow Seller the opportunity to participate in such communication if Seller desires. No assurance Tenant or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may, without Seller’s consent or participation, communicate with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, Purchaser however, Buyer must contact Seller Sellers at least three one (31) full Business Days business day in advance by telephone to inform Seller Sellers of PurchaserBuyer’s intended communication with any governmental authority meeting and to allow Seller Sellers the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any PropertySellers desire.

Physical Due Diligence. Commencing on the Effective Date and continuing until Until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental environmental inspections and tests, provided that (1i) commercial Purchaser must give Seller forty-eight (48) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (e.g., core sampling) must obtain Seller's prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents or representatives have in place not less than $1,000,000.00 (on a per occurrence basis) of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in for its activities on the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all Property covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation insurance shall name AIP and employers’ liability, shall (A) name Asset Manager as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service)thereunder, and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ciii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s 's responsibilities set forth in Section 4.9 4.8 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser 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, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser’s 's representatives may communicate meet with any Seller-designated tenant representativewith respect to such tenant's Lease; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any Seller-designated tenant representative meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. No assurance or guaranty is afforded by Seller that any Seller-designated tenant representative will communicate with Purchaser or Purchaser’s representatives. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser’s 's representatives may, without Seller’s consent or participation, communicate may meet with any governmental authority for the sole any good faith, reasonable purpose of gathering information regarding current zoning compliance of the Real Property and current entitlements with respect to the Real Property in connection with the transaction contemplated by this Agreement. Other than as set forth in the previous sentence; provided, however, Purchaser must contact Seller at least three forty-eight (348) full Business Days hours in advance by telephone or fax to inform Seller of Purchaser’s 's intended communication with any governmental authority meeting and to allow Seller the opportunity to participate in attend such communication meeting if Seller desires. As used in this Section 4.2, “communicate” and “communication” shall mean the initiation of, response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means in person or otherwise, and includes requests for inspections or other access to any Property.