Common use of Physical Due Diligence Clause in Contracts

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) 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 and workers compensation insurance 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and teststests as permitted under this Agreement, provided that (ia) Purchaser must give Seller twenty-four (24) hours' one full business days’ prior telephone or written notice of any such inspection or test, and (b) with respect to (i) any intrusive inspection or test test, (i.e.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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller’s sole discretion), (iic) 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 commercial general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.9 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full business days in advance by telephone or fax in writing to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full business days in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) Purchaser must give Seller twentyforty-four eight (2448) 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, consent (which consent shall not may be unreasonably withheldgiven, 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 comprehensive commercial general liability insurance in the amount of no less than $1,000,000 per occurrence and an aggregate limit of at least $2,000,000 and 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 below. Additionally, Purchaser shall be required to carry an umbrella insurance policy 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing or earlier termination of this 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, engineering and geotechnical and environmental inspections and teststests and an ASTM standard Phase I environmental site assessment, provided that (ia) Purchaser must give Seller twenty-four (24) hours' prior telephone or two full Business Days’ written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e.including, core samplingwithout 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, 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), (iib) 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 (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of comprehensive this Agreement) (1) commercial general liability insurance with limits of at least $2,000,000 for bodily or personal injury or death, (2) property damage insurance in the amount of at least $2,000,000, including coverage for contractual liability and workers personal and advertising injury with respect to Purchaser’s obligations hereunder, and (3) workers’ compensation and employers’ liability insurance for its activities on the Property in terms accordance with Purchase and amounts reasonably satisfactory to Seller 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 insurance, except for workers’ compensation and employers’ liability, shall (A) name Seller and Asset Manager as additional insureds thereunderthereunder 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:VIII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (iiiC) otherwise be subject to Seller’s prior approval, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.8 below. Seller shall have the right to be present, or have one or more of its own consultants present, during any interview or inspection of the Property by Purchaser or its agents. 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 meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet communicate with any governmental authority for any good faith, reasonable 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 Agreement; providedAgreement and searching publicly available databases regarding the Property. However, howeverwith respect to any other communications with governmental authorities, Purchaser must contact notify Seller at least forty-eight (48) hours five full Business Days in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting 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 attend participate in such meeting communication if Seller desires. As used in this Section, “communicate” and “communication” shall 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 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 contributing with any insurance or self-insurance maintained by Seller or any of its affiliates, investors, lenders or consultants, and 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 related parties.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closingexpiration of the Inspection 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 inspections and tests, provided that (ia) Purchaser Inland must give Seller twenty-four (24) hours' 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 Seller's Capital I’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Capital I’s sole discretion), and (iib) prior to performing any inspection or test, Purchaser Inland must deliver a certificate of insurance to Seller Capital I evidencing that Purchaser Inland and its contractors, agents and representatives have in place reasonable amounts of comprehensive commercial general liability insurance and workers compensation insurance for its activities on the Capital I Property in terms and amounts reasonably satisfactory to Seller 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 shall name Seller and Asset Manager Capital I as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 below. Purchaser shall bear the cost of all such inspections Inland 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 4.7 hereof, Purchaser or Purchaser's Inland’s representatives may meet with any tenanttenant if 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 forty-eight (48) hours one full business day in advance by telephone or fax to inform Seller Capital I of Purchaser's Inland’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desiresmeeting. Subject to the provisions of Section 4.7 hereof, Purchaser Inland or Purchaser's Inland’s representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser Inland must contact Seller Capital I at least forty-eight (48) hours one full business days in advance by telephone or fax to inform Seller Capital I of Purchaser's Inland’s intended meeting and to allow Seller Capital I the opportunity to attend such meeting if Seller Capital I desires. Inland 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, compliance with building codes and compliance with parking requirements, and to respond, make verbal comments or inquiries related thereto, including but not limited to inquiries to determine the appropriate officials to direct written inquiries to.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections inspections, including Phase I environmental testing and tests, provided that (ia) Purchaser must give Seller twenty-four (24) hours' 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 samplingsampling or Phase II environmental testing) must obtain Seller's ’s prior written consent, consent to (which consent shall not may be unreasonably withheldgiven or withheld in Seller’s sole discretion), (iib) 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 in an amount not less than $1,000,000 of comprehensive commercial general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.9 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours one business day in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours one full business day in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 environmental inspections and tests, provided that (ia) Purchaser must give Seller twenty-four Seller's Chief Financial Officer two (242) hoursfull 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, consent (which consent shall may not be unreasonably withheld, conditioned or delayed), (iib) 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 (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of comprehensive this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and workers compensation Two Million Dollars ($2,000,000) aggregate for bodily or personal injury or death, and (2) property damage insurance for its activities on in the Property in terms and amounts reasonably satisfactory to Seller amount of at least One Million Dollars ($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 shall name Seller and Asset Manager as additional insureds thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.8 below. 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. 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 representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet communicate with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight five (485) hours full Business Days in advance by telephone or fax to inform Seller of Purchaser's intended meeting communication with any governmental authority and to allow Seller the opportunity to attend participate in such meeting communication if Seller desires.. As used in this Section, "communicate" and "

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) 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, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller's reasonable discretion) and (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 and workers compensation insurance 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 below. 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, Purchaser 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 inspections and teststests as permitted under this Agreement, provided that (ia) Purchaser must give Seller twenty-four one (241) hours' business day's prior telephone or written notice of any such inspection or test, and (b) with respect to (i) any intrusive invasive inspection or test test, (i.e.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, consent (which consent may be given, withheld or conditioned in Seller's sole discretion), provided, however, that the foregoing shall not be unreasonably withheldpreclude Purchaser from undertaking non-invasive radon or asbestos testing, (iic) 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 Purchaser Representatives have in place reasonable amounts of comprehensive (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 workers compensation (ii) property damage insurance in the amount of at least One Million Dollars ($1,000,000.00) for its the inspection 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 certificate shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiid) all such tests shall be conducted by Purchaser and Purchaser Representatives in compliance with Purchaser's responsibilities set forth in Section 4.10 4.9 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives Purchaser Representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full business days in advance by telephone or fax in writing to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives Purchaser Representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full business days in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. 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 building envelope evaluations and reasonably appropriate credentials as a thermographer, (B) Seller shall have the right to reasonably approve the scope of the building envelope evaluation, and (C) Seller expressly reserves the right, in its sole discretion, to refuse to permit or allow any destructive openings of the building envelopes based upon the results of any such testing or otherwise.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, 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 commercial general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.12 below. 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires, Purchaser shall not be required to provide such notice before making general inquiries of governmental agencies in connection with the Property.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (iA) 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 testtesting (and Seller shall have the right to be present during all such testing and inspections), and with respect to any intrusive inspection or test (i.e.e.g., soil, water, air or core sampling) must obtain Seller's ’s prior written consentconsent including as to contractor, which location, scope, methodology and sequencing, such consent shall 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 (iiB) prior to performing any inspection or testaccess, 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 workers compensation insurance and commercial general liability insurance on an “occurrence” basis, covering the activities of Purchaser and workers compensation insurance for its activities 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 terms Section 4.9), against claims for bodily injury, personal injury (with employee and amounts reasonably satisfactory contractual exclusions deleted), property damage and death, with a combined single limit of not less than [****] per occurrence and [****] in the aggregate, with aggregate limits of liability applying separately to Seller Products/Completed Operations and all other general liability coverages combined, 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 shall name Seller and Asset Manager as additional insureds thereunderinsured thereunder and which shall remain in place until the Closing Date or earlier termination of this Agreement, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.8 below. 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. Subject Purchaser shall not have the right to interview or otherwise have any communications with any tenants of the provisions of Section 4.7 hereofProperty. Notwithstanding the preceding sentence, Seller agrees that Purchaser or Purchaser's representatives may shall have the right to meet with any tenant; providedthe tenants of the Seller Land, howeverother than Arno Physical Therapy and Xx. Xxxx Xxxxx, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend so long as each such meeting if between Purchaser and a tenant is coordinated by Seller desires. Subject to and a Seller representative is present during the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desiresmeeting.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (ia) Purchaser must give Seller twenty-four (24) hourstwo 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 samplingsampling or any environmental testing beyond a Phase I environmental site assessment) must obtain Seller's prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller's sole discretion), (iib) 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 commercial general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 0 below. 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. Subject to the provisions of Section 4.7 0 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full business days in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 0 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full business days in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing or earlier termination of this 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 inspections and tests, provided that (ia) Purchaser must give Seller twenty-four (24) hours' 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 ’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 be unreasonably withheldwithhold, condition or delay its consent to the performance of such additional recommended testing, (iib) 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 (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of comprehensive this Agreement) (1) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000) per occurrence for bodily or personal injury or death or damage to property, (2) contractual liability insurance with respect to Purchaser’s obligations hereunder, and workers (3) workers’ compensation insurance for its activities on the Property in terms and amounts reasonably satisfactory to Seller accordance with applicable law, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall (A) with respect to the insurance under clause (1), name Seller and Asset Manager as additional insureds thereunderthereunder 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:V” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (iiiC) with respect to the insurance under clause (1), shall otherwise be reasonably acceptable to Seller, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 below. 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 for a period of two (2) years. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's ’s representatives may meet communicate with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours one full Business Day in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting communication with any tenant and to allow Seller the opportunity to attend participate in such meeting communication if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's ’s representatives may meet communicate with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours one full Business Day in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting communication with any governmental authority and to allow Seller the opportunity to attend participate in such meeting communication if Seller desires. As used in this Section, “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 such communication.

Physical Due Diligence. Commencing on the Effective Date first day of the Inspection Period and continuing until the Closing, 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 inspections and tests, provided that (ia) Purchaser must give Seller twenty-four (24) hours' 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller’s sole discretion), (iib) 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 commercial general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as an additional insureds insured thereunder, in the form attached hereto as Exhibit N, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.9 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours reasonably in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours reasonably in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and teststests as permitted under this Agreement (collectively, the “Property Investigations”), provided that (ia) Purchaser must give Seller twenty-four (24) hourstwo full business days' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test 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 shall not may be unreasonably withheldgiven, withheld or conditioned in Seller's sole discretion, (iib) prior to performing any inspection or testProperty Investigation, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have has in place reasonable amounts of comprehensive workers' compensation insurance in accordance with applicable law, and Purchaser shall maintain (1) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000.00) for bodily or personal injury or death, and workers compensation (2) property damage insurance for its activities on in the Property in terms and amounts reasonably satisfactory to Seller amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00), covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiic) all such tests Property Investigations shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.9 below, (d) no leased residential units at the Property shall be entered without first coordinating with Seller or Seller's property manager and only with Seller or Seller's property manager being present, and (e) Purchaser shall not conduct interviews or 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desiresProperty Investigations.

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), 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 inspections and tests, provided that (i) Purchaser 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 ’s prior written consent, consent (which consent shall may not be unreasonably withheld, conditioned or delayed), (ii) prior to performing any inspection or test, Purchaser Buyer must deliver a certificate of insurance to Seller evidencing that Purchaser Buyer and its contractors, agents and representatives contractor performing such test or inspection each have in place reasonable amounts of comprehensive commercial general liability insurance and workers compensation insurance on commercially reasonably terms for its activities on the Real Property in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser Buyer in compliance with Purchaser's Buyer’s responsibilities set forth in Section 4.10 4.12 below. 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, if any. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser Buyer or Purchaser's Buyer’s representatives may meet with any tenanttenant or licensee; provided, however, Purchaser Buyer must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's Buyer’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser Buyer or Purchaser's Buyer’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser Buyer must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's Buyer’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires, except that the foregoing shall not apply to any inspection 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, 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 inspections and tests, provided that (ia) 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller’s sole discretion), (iib) 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 commercial general liability insurance and workers compensation insurance for its activities on the Property Properties 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 PropertyProperties, which insurance shall name Seller and Asset Manager Seller’s property manager as additional insureds thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 below. 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax electronic mail to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax electronic mail to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (ia) Purchaser must give Seller twenty-four two (242) hours' 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller’s sole discretion), (iib) 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 commercial general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.9 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight two (482) hours full business days in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight two (482) hours full business days in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing (or earlier termination of this Agreement), 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 inspections and tests, provided that (i) Purchaser Buyer must give Seller twenty-four one (241) hours' 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 samplingsampling or drilling) must obtain Seller's ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller’s sole discretion), (ii) prior to performing any inspection or test, Purchaser Buyer must deliver a certificate of insurance to Seller evidencing that Purchaser Buyer and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance and workers compensation insurance for its activities on the Real Property in on terms and in amounts reasonably satisfactory to Seller covering any accident incident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iii) all such tests shall be conducted by Purchaser Buyer in compliance with Purchaser's Buyer’s responsibilities set forth in Section 4.10 belowthis Agreement. 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 4.7 6.6 hereof, Purchaser Buyer or Purchaser's Buyer’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone tenant or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction transactions contemplated by this Agreement; provided, however, Purchaser Buyer must contact provide Seller with at least forty-eight two (482) hours in business days’ advance by telephone or fax to inform Seller written notice of Purchaser's Buyer’s intended meeting and to 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.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing (or earlier termination of this Agreement), 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 inspections and tests, provided that (i) Purchaser Buyer must give Seller twenty-four (24) hours' ’ prior telephone or written notice of any such inspection or testtest 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller’s sole discretion), (ii) prior to entering the Property or performing any inspection or test, Purchaser Buyer must deliver a certificate of insurance to Seller evidencing that Purchaser Buyer and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance and workers compensation insurance for its activities on the Real Property in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser Buyer in compliance with Purchaser's Buyer’s responsibilities set forth in Section 4.10 4.12 below. 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 4.7 4.8 hereof, Purchaser Buyer or Purchaser's Buyer’s representatives may meet with any tenanttenant or licensee; provided, however, Purchaser Buyer must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's Buyer’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser Buyer or Purchaser's Buyer’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser Buyer must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's Buyer’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing Date (or earlier termination of this Agreement), 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 inspections and tests, provided that (i) Purchaser Buyer must give Seller twentyforty-four eight (2448) hours' ’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e.e.g., core sampling) must obtain Seller's ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller’s sole discretion), (ii) prior to performing any inspection or test, Purchaser Buyer must deliver a certificate of insurance to Seller evidencing that Purchaser Buyer and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance and workers compensation insurance for its activities on the Real Property in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iii) all such tests shall be conducted by Purchaser Buyer in compliance with Purchaser's Buyer’s responsibilities set forth in Section 4.10 belowthis Article 4. 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 Notwithstanding anything to the provisions contrary contained herein, in order to minimize the disruption of Section 4.7 hereofSeller’s business, Purchaser or Purchaser's representatives may meet with any tenantBuyer’s inspection 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 forty-eight (48) hours will coordinate all inspections of the Property in advance by telephone or fax an effort to inform Seller of Purchaser's intended meeting and minimize the disruption to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desiresSeller’s business operations.

Physical Due Diligence. Commencing on Prior to the Effective Date and continuing until through the ClosingClosing (or earlier termination of this Agreement), Purchaser Buyer has had and shall continue to 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 inspections and tests, provided that (i) Purchaser Buyer must give Seller twenty-four (24) hours' two business days’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e.e.g., core sampling) must obtain Seller's ’s prior written consent, consent (which consent shall may not be unreasonably withheldwithheld 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, Purchaser Buyer must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have Buyer has in place reasonable amounts of comprehensive general liability insurance and workers compensation insurance for its activities (and those activities of its contractors, agents and representatives) on the Property in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Property, which insurance shall name Seller and Asset Manager Buyer as additional insureds insured thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 below. 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 4.7 4.8 hereof, Purchaser Buyer or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's Buyer’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser Buyer must contact Seller at least forty-eight (48) hours two business days in advance by telephone or fax to inform Seller of Purchaser's Buyer’s intended meeting and to allow Seller the opportunity to attend such 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. 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 Agreement.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and teststests as permitted under this Agreement (collectively, the “Property Investigations”), provided that (ia) Purchaser must give Seller twenty-four (24) hourstwo full business days' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test 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 shall not may be unreasonably withheldgiven, withheld or conditioned in Seller's sole discretion, (iib) prior to performing any inspection or testProperty Investigation, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have has in place reasonable amounts of comprehensive workers' compensation insurance in accordance with applicable law, and Purchaser shall maintain (1) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000.00) for bodily or personal injury or death, and workers compensation (2) property damage insurance for its activities on in the Property in terms and amounts reasonably satisfactory to Seller amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00), covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiic) all such tests Property Investigations shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.9 below, (d) no leased residential units at the Property shall be entered without first coordinating with Seller or Seller's property manager and only with Seller or Seller's property manager being present, and (e) Purchaser shall not conduct interviews or Exhibit 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desiresProperty Investigations.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing or earlier termination of this 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 inspections and tests, provided that (i) Purchaser must give Seller twenty-four 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, consent (which consent shall not may be unreasonably withheldgiven, 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 comprehensive commercial general liability insurance and workers compensation insurance for its activities on the Property in terms and amounts reasonably satisfactory to such Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name each Seller and Asset Manager as an additional insureds insured thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 below. 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight forty‑eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closingexpiration of the Inspection 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 inspections and tests, provided that (ia) Purchaser must give Seller twenty-four (24) hours' 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 Seller's Sellers’ prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Sellers’ sole discretion), and (iib) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller Sellers evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of comprehensive commercial general liability insurance and workers compensation insurance for its activities on the Property Properties in terms and amounts reasonably satisfactory to Seller Sellers covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and Asset Manager Sellers as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenanttenant if 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 forty-eight (48) hours one full business day in advance by telephone or fax to inform Seller Sellers of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desiresmeeting. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller Sellers at least forty-eight (48) hours one full business days in advance by telephone or fax to inform Seller Sellers of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Purchaser 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, compliance with building codes and compliance with parking requirements, and to respond, make verbal comments or inquiries related thereto, including but not limited to inquiries to determine the appropriate officials to direct written inquiries to.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) 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, consent (which consent shall not may be unreasonably withheldgiven, 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 and workers compensation insurance 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 shall name Seller and Asset Manager as additional insureds thereunderhereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.12 below. 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must shall, to the extent reasonably practical, contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) 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.e.g., core sampling) must obtain Seller's prior written consent, consent (which consent shall not may be unreasonably withheldgiven, 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 and workers compensation insurance 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.12 below. 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's ----------- representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with ----------- any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, (ii) prior to performing any inspection withheld or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have conditioned in place Seller’s reasonable amounts of comprehensive general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as additional insureds thereunderdiscretion), and (iiiii) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.9 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least fortytwenty-eight four (4824) hours in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least fortytwenty-eight four (4824) hours in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) 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, consent (which consent shall not may be unreasonably withheldgiven, 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 and workers compensation insurance 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance Compliance with Purchaser's responsibilities set forth in Section 4.10 below. 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance advance, by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing (or earlier termination of this Agreement), 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 reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and teststests of the Real Property reasonably required by Buyer or its lender, provided that (i) Purchaser Buyer must give Seller Sellers at least 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.e.g., core sampling) and/or any soil or vapor testing must obtain Seller's Sellers’ prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Sellers’ sole discretion), (ii) prior to performing any inspection or test, Purchaser Buyer must deliver a certificate of insurance to Seller Sellers evidencing that Purchaser and Buyer and/or its contractors, agents and representatives have in place reasonable amounts of comprehensive (A) commercial general liability insurance and workers compensation insurance for its their activities on the Real Property in with a policy limit of at least $2,000,000.00 per occurrence and otherwise upon terms and amounts reasonably satisfactory to Seller Sellers covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on or about the Real Property, which insurance shall name Seller Sellers, Sellers’ property manager and Asset Manager the existing mortgagee of the Real Property as additional insureds thereunder, and (B) workers compensation insurance (as required by law) with respect to such activities, and (iii) all such inspections and tests shall be conducted by Purchaser Buyer in compliance with Purchaser's responsibilities set forth in Section 4.10 below4.8. 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 4.7 hereof4.6, Purchaser Buyer or Purchaser's Buyer’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone the Tenant or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser Buyer must contact Seller Sellers at least forty-eight one (481) hours business day in advance by telephone or fax to inform Seller Sellers of Purchaser's Buyer’s intended meeting and to allow Seller Sellers the opportunity to attend such meeting if Seller desiresSellers desire.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and teststests as permitted under this Agreement, provided that (ia) Purchaser must give Seller twenty-four (24) hoursSellers one full business days' prior telephone or written notice of any such inspection or test, and (b) with respect to (i) any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent, which consent shall not be unreasonably withheldtest, (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 Seller Sellers evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of comprehensive commercial general liability insurance and workers compensation insurance for its activities on the Property in terms and amounts reasonably satisfactory to Seller Sellers covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and Asset Manager Sellers as an additional insureds insured thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.9 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller Sellers at least forty-eight (48) hours two full business days in advance by telephone or fax in writing to inform Seller Sellers of Purchaser's intended meeting and to allow Seller Sellers the opportunity to attend such meeting if Seller desiresSellers desire. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller Sellers at least forty-eight (48) hours two full business days in advance by telephone or fax to inform Seller Sellers of Purchaser's intended meeting and to allow Seller Sellers the opportunity to attend such meeting if Seller desiresSellers desire.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, Purchaser and its contractors, 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 inspections and tests, provided that (i) 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, consent (which consent shall not may be unreasonably withheldgiven, 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 and workers workers' compensation insurance 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser and/or its contractors, agents and representatives in compliance with Purchaser's responsibilities set forth in Section 4.10 4.12 below. 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any tenantNortel; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or and/or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's such intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (ia) Purchaser must give Seller twenty-four (24) hours' 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller’s sole discretion), (iib) 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 (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of comprehensive this Agreement) (1) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000) for bodily or personal injury or death, (2) property damage insurance in the amount of at least Two Million Dollars ($2,000,000), and workers compensation (3) contractual liability insurance for its activities on the Property in terms and amounts reasonably satisfactory with respect to Seller Purchaser’s obligations hereunder, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall (A) name Seller and Asset Manager as additional insureds thereunderthereunder 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 (iiiC) otherwise be subject to Seller’s prior approval, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.9 below. 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 meet communicate with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full Business Days in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting communication with any tenant and to allow Seller the opportunity to attend participate in such meeting communication if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet communicate with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full Business Days in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting communication with any governmental authority and to allow Seller the opportunity to attend participate in such meeting communication if Seller desires. As used in this Section, “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 such communication.

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 environmental inspections and tests, provided that (ia) Purchaser must give Seller twenty-four the greater of (24i) hours' prior telephone 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 ’s prior written consent, consent (which consent shall not be unreasonably withheldwithheld or conditioned), (iib) 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 (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of comprehensive this Agreement) (1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and workers 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 for its activities on the Property in terms with limits of at least $100,000 each accident, $100,000 each employee and amounts reasonably satisfactory to Seller $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 insurance, except for workers’ compensation and employers’ liability, shall (A) name Seller and Asset Manager as additional insureds thereunderthereunder 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 (iiiC) 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 4.10 4.9 below. Purchaser shall bear The requirement to carry the cost of all such inspections or tests and shall be responsible for and act as insurance specified in the generator with respect to any wastes generated by those tests. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.preceding

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) Purchaser must give Seller twentyforty-four eight (2448) 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, consent (which consent shall not may be unreasonably withheldgiven, 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 comprehensive commercial general liability insurance in the amount of no less than $1,000,000 per occurrence and workers an aggregate limit of at least $2,000,000 and 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 below. Additionally, Purchaser shall be required to carry an umbrella insurance policy 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. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing Date (or earlier termination of this Agreement), Purchaser Buyer, 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 inspections and tests, provided that (i) Purchaser Buyer must give Seller twentyforty-four eight (2448) 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 Buyer must deliver a certificate of insurance to Seller evidencing that Purchaser Buyer and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance and workers compensation insurance for its activities on the Real Property in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractors, agents and representatives on the Real Property, which insurance shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iii) all such tests shall be conducted by Purchaser Buyer in compliance with Purchaser's Buyer’s responsibilities set forth in Section 4.10 belowthis Article 4. 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, and Buyer further agrees to reimburse Seller for (or pay on Seller’s behalf) reasonable costs associated with the lawful disposal of such samples. Subject In any case, Seller shall be required to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with sign any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting manifests and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose other documents required in connection with the transaction contemplated by 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 Closing or termination of this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller as the opportunity to attend such meeting if Seller desirescase may be.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and teststests as permitted under this Agreement, provided that (ia) Purchaser must give Seller twenty-four (24) hoursone full business days' prior telephone or written notice of any such inspection or test, and (b) with respect to (i) any intrusive inspection or test test, (i.e.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, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller's sole discretion), (iic) 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 commercial general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.9 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full business days in advance by telephone or fax in writing to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection PURCHASE AND SALE AGREEMENT (OCOEE SELF STORAGE) – Page 7 with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full business days in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until Until the Closing, 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 inspections and tests, provided that (i) Purchaser must give Seller twentyforty-four eight (2448) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e.e.g., core sampling) must obtain Seller's prior written consent, consent (which consent shall 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 and or representatives have in place reasonable amounts not less than $1,000,000.00 (on a per occurrence basis) of comprehensive general liability insurance and workers compensation insurance 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 shall name Seller AIP and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.8 below. 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. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser's representatives may meet with any tenant with respect to such tenant's Lease; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (ia) 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller’s sole discretion), (iib) 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 commercial general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.8 below. 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., latent environmental contamination)). Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenantthe general manager of the Hotel; provided, however, Purchaser must contact Seller at least fortytwenty-eight four (4824) hours in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.6 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least fortytwenty-eight four (4824) hours in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and teststests as permitted under this Agreement, provided that (ia) Purchaser must give Seller twenty-four three (243) hoursfull business days' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test 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, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller's sole discretion), (iib) 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 commercial general liability insurance and workers compensation insurance 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 shall name Seller and Asset Manager as an additional insureds insured thereunder, and (iiic) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.9 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight three (483) hours full business days in advance by telephone or fax in writing to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable the sole purpose of gathering information in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours two full business days in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.

Physical Due Diligence. Commencing on the Effective Date and continuing until the ClosingClosing (or earlier termination of this Agreement), 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 inspections and tests, provided that (i) Purchaser Buyer must give Seller twenty-four (24) 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, consent (which consent shall not may be unreasonably withheldgiven, withheld or conditioned in Seller's sole discretion), (ii) prior to performing any inspection or test, Purchaser Buyer must deliver a certificate of insurance to Seller evidencing that Purchaser Buyer and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance (with policy limits of at least $2,000,000) and workers workers' compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property in Land on terms and amounts 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 shall name Seller and Asset Manager as an additional insureds thereunder, insured thereunder and (iii) all such tests shall be conducted by Purchaser Buyer in compliance with PurchaserBuyer's responsibilities set forth in this Section 4.10 below5. 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 this Section 4.7 hereof5, Purchaser Buyer or PurchaserBuyer's representatives may meet with any tenant; provided, however, Purchaser Buyer must contact Seller at least forty-eight (48) 24 hours in advance by telephone or fax to inform Seller of PurchaserBuyer's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of this Section 4.7 hereof5, Purchaser Buyer or PurchaserBuyer's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser Buyer must contact Seller at least forty-eight (48) 48 hours in advance by telephone telephone, e-mail or fax to inform Seller of PurchaserBuyer's intended meeting and to allow Seller the reasonable opportunity to attend such meeting if Seller desires; provided that no such notice shall be required with respect to routine inquiries to governmental authorities in connection with zoning letters and/or reports.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) 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, consent (which consent shall not be unreasonably withheldwithheld 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 and workers compensation insurance 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 4.12 below. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 4.8 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. 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 connection with the assignment and assumption of the Assumed Contracts be delivered on the Closing Date.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, Purchaser the 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 inspections and tests, provided and unit-by-unit inspections of the Property. The Contributors and their agents and representatives shall cooperate with 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 the Property. The Contributors hereby authorize the Operating Partnership and its agents and representatives to enter upon the Property for the purpose of conducting the above inspections and tests and agrees that (i) Purchaser must give Seller twenty-four (24) hours' prior telephone or written notice of any such inspection or testparties may take such samples as may be reasonably necessary to conduct such inspections and tests; provided, and however that, with respect to any intrusive Phase II inspection of any Property, (i) at the Contributor’s request, Contributee shall split any or test (i.e., core sampling) must obtain Seller's prior written consent, all samples with the Contributor that owns the Property from which consent samples are taken and shall not be unreasonably withheldprovide 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 performing any inspection such notification, and the obligation to report, unless otherwise specified by applicable law or testregulation, 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 and workers compensation insurance for its activities on the Property in terms and amounts reasonably satisfactory to Seller 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 shall name Seller and Asset Manager as additional insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.10 below. Purchaser shall bear the cost of all such inspections or tests and shall be responsible for and act as the generator with respect a “need to any wastes generated by those tests. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser's intended meeting and to allow Seller the opportunity to attend such meeting if Seller desiresknow” basis.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, 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 inspections and tests, provided that (i) 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 ’s prior written consent, consent (which consent shall not may be unreasonably withheldgiven, 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 comprehensive commercial general liability insurance in the amount of no less than $1,000,000 per occurrence and an aggregate limit of at least $2,000,000 and 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 shall name Seller and Asset Manager as on additional insureds insured thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's ’s responsibilities set forth in Section 4.10 4.9 below. Seller shall have the right, but not the obligation, to have a representative present at any such inspection or test. 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. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any tenant; provided, however, Purchaser must contact Seller at least fortytwenty-eight four (4824) hours in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser's ’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least fortytwenty-eight four (4824) hours in advance by telephone or fax to inform Seller of Purchaser's ’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires.