Common use of Property Approval Period Clause in Contracts

Property Approval Period. (a) During the period from the date of this Agreement to 5 p.m., Pacific standard time, on March 4, 2011 (the “Property Approval Period”), Buyer shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts and the Permits. Buyer shall be responsible for preparing and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. (such existing survey, the “Survey”) that may be required by Buyer or its lender. Buyer shall determine whether or not the Property is acceptable to Buyer within the Property Approval Period. If, during the Property Approval Period, Buyer determines that the Property is not acceptable, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Property Approval Period, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall terminate as of the date such termination notice is given by Buyer, in which event the Initial Deposit (defined below) shall be retained by Seller. If Buyer does not exercise the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this section 1.2. (b) During the Property Approval Period, Seller shall make available to Buyer at the Property the following items (collectively, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. (a) During Through the period from earlier of Closing or the date termination of this Agreement Agreement, Purchaser shall have the right to 5 p.m., Pacific standard time, on March 4, 2011 (the “Property Approval Period”), Buyer shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts Property and the Permits. Buyer shall be responsible for preparing items set forth in Sections 5.1 and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. 5.2 above (such existing surveycollectively, the “SurveyDue Diligence Items”) that ). Purchaser, in Purchaser’s sole and absolute discretion, may be required by Buyer or its lender. Buyer shall determine whether or not the Property is acceptable to Buyer Purchaser within the Property Approval Period. IfNotwithstanding anything to the contrary provided in this Agreement, during Purchaser hereby acknowledges that the Property Approval PeriodPeriod has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof), Buyer determines that the Property is not acceptable, Buyer but Purchaser shall have the rightright to terminate this Agreement prior to the expiration of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the “Phase II”) with respect to the Champions Property and (ii) unless required by giving written notice federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller on or before Seller. If Purchaser elects to terminate this Agreement prior to the last day expiration of the Property Approval Period, then Purchaser shall deliver written notice thereof to terminate Seller and the Title Company stating such election, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant to the terms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement. If Buyer exercises Purchaser fails to terminate this Agreement prior to the expiration of the Property Approval Period, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in accordance with this section 1.2, this Agreement shall terminate as of the date such termination notice is given by Buyer, in which event the Initial Deposit (defined below) shall be retained by SellerSection 5.4. If Buyer does not exercise the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall continue in full force and effect, and Buyer shall have no further right Purchaser elects to terminate this Agreement pursuant to this section 1.2. (b) During the Property Approval Period, Seller shall make available to Buyer at the Property the following items (collectivelySection 5.4, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Other Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer Agreements shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereofSection 10.11 hereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. (a) During Through the period from earlier of Closing or the date termination of this Agreement Agreement, Purchaser shall have the right to 5 p.m., Pacific standard time, on March 4, 2011 (the “Property Approval Period”), Buyer shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, review and investigate the physical Property and environmental condition of the Propertyitems set forth in Sections 5.1 and 5.2 above (collectively, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable ‘Due Diligence Items’). Notwithstanding anything to the Propertycontrary provided in this Agreement, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts and the Permits. Buyer shall be responsible for preparing and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. (such existing survey, the “Survey”) Purchaser hereby acknowledges that may be required by Buyer or its lender. Buyer shall determine whether or not the Property is acceptable to Buyer within the Property Approval Period. IfPeriod has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof), during the Property Approval Period, Buyer determines that the Property is not acceptable, Buyer but Purchaser shall have the right, by giving written notice to Seller on or before the last day of the Property Approval Period, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall terminate as prior to the expiration of the date such termination notice is given by BuyerProperty Approval Period with respect to the Champions Property (as defined in Section 10.13) as provided below in this Section 5.4. Furthermore, notwithstanding anything to the contrary provided in which event this Agreement, (i) Purchaser and the Initial Deposit (defined below) Licensee Parties shall be retained by Seller. If Buyer does not exercise have the right to terminate this Agreement in accordance conduct a Phase II environmental site assessment (the ‘Phase II’) with this section 1.2, this Agreement shall continue in full force and effectrespect to the Champions Property, and Buyer (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller. Purchaser acknowledges and agrees that Purchaser shall have no further right to terminate this Agreement pursuant to this section 1.2. (b) During Section 5.4 unless Purchaser is not satisfied with the results of the final Phase II for any reason or no reason in its sole discretion during the Property Approval Period. Accordingly, Purchaser may terminate this Agreement pursuant to the previous sentence by delivering written notice thereof to Seller and the Title Company no later than the expiration of the Property Approval Period, Seller and Title Company shall make available return to Buyer at Purchaser the Property Xxxxxxx Money Deposit pursuant to the following items (collectivelyterms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession parties shall have no further rights or control, without request obligations to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies one another under this Agreement. If Buyer exercises the Purchaser fails to terminate this Agreement pursuant to this Section 5.4, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by SellerSection 10.11 hereof.” 4. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereofSection 10. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. (a) During the period from the date of this Agreement to 5 p.m., Pacific standard time, on March 4, 2011 the date thirty (30) days after the date of this Agreement (the “"Property Approval Period”"), Buyer shall in accordance with this section 1.2shall, in good faith and with diligence, at Buyer’s sole cost and 's expense, review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts and the Permits. Buyer shall be responsible for preparing and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. (such existing survey, the “Survey”) that may be required by Buyer or its lenderLease. Buyer shall determine whether or not the Property is acceptable to Buyer within the Property Approval Period. If, during the Property Approval Period, Buyer determines determines, in Buyer's sole discretion, that the Property is not acceptable, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Property Approval Period, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall terminate as of the date such termination notice is given by Buyer, in which event the Initial Deposit (defined belowas hereinafter defined) and all interest thereon shall be retained by Sellerreturned to Buyer. If Buyer does not exercise the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this section 1.2. (b) Prior to the date of this Agreement Seller has delivered to Buyer, and Buyer acknowledges receipt of, all of the items listed on Exhibit B attached hereto which Seller is required to deliver. During the Property Approval Period, Seller shall make available to Buyer at the Property the following items (collectively, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior subject to the date hereof, rights of Tenant set forth in the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary hereinLease, Seller shall not be required provide Buyer and Buyer's representatives with access to providethe Property pursuant to, copy or make available and subject to Buyer (the terms and conditions of, the Diligence Documents do not include) any internal memorandaAccess Agreement dated September 3, appraisals 1999, among Buyer, Seller and valuation reports and similar information or information covered by the attorney-client privilegeTenant. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account all copies thereof. (dc) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, against and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ ' fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s 's representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason Buyer shall, promptly after completion thereof, provide Seller with copies of all studies, tests, reports and other than Seller’s default and Seller, at Seller’s option, requests any reports documents or materials relating to the Property provided that are prepared, conducted or made by, for or on behalf of Buyer. (d) Buyer acknowledges receipt of a Preliminary Title Report respecting the Property dated August 26, 1999 (the "Preliminary Report") issued by First American Title Company (the "Title Company"), together with copies of all exception documents referred to therein. Buyer shall have the right to object in writing, delivered to Seller no later than the date fifteen (15) days after the date of this Agreement, to any exception listed in the Preliminary Report (a "Challenged Exception"). Any such exception which Buyer does not so object to shall be a Permitted Exception deemed approved by Buyer. Seller shall have the right, but no obligation, by notice to Buyer delivered within ten (10) days after Buyer's objection notice, to agree to cause any Challenged Exception to be removed from title or insured over by third parties (the “Title Company. Except as Buyer Reports”and Seller may otherwise agreed in writing, by failing to terminate this Agreement in accordance with section 1.2(a), Buyer shall deliver be deemed to have approved any Challenged Exception as to which Seller does not so agree to cause the Buyer Reports to Seller; providedremoval or insurance over, however, and such delivery Challenged Exceptions shall be without representation or warranty as Permitted Exceptions. Buyer shall accept title to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything Property subject to the contrary hereinfollowing (collectively, the "Permitted Exceptions"): (a) the items listed as exceptions in the Preliminary Report which Buyer shall not approves or is deemed hereunder to have approved, (b) any matter which would be required to provide, copy disclosed by a current ALTA/ACSM survey or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections physical inspection of the Property pursuant and (c) any other matters created, permitted or approved (or deemed approved) by Buyer. If on or prior to the provisions hereof. Such insurance maintained Closing Date, Buyer discovers the existence of any exception to title which is not a Permitted Exception and which is not disclosed by Buyer the Preliminary Report (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assignsa "New Exception"), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyermay, by giving notice to Seller on or before the Property Approval Date within three (the “Title Objection Date”)3) business days of such discovery, may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Reportsuch New Exception. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, such New Exception unless Buyer objects to any title exception or survey matter in accordance with this section 1.1.2

Property Approval Period. (a) During the period from the date of this Agreement to 5 p.m., Pacific standard time, on March 4, 2011 (the “Property Approval Period”), Buyer shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts and the Permits. Buyer shall be responsible for preparing and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. (such existing survey, the “Survey”) that may be required by Buyer or its lender. Buyer shall determine whether or not the Property is acceptable to Buyer within the Property Approval Period. If, during the Property Approval Period, Buyer determines that the Property is not acceptable, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Property Approval Period, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall terminate as of the date such termination notice is given by Buyer, in which event the Initial Deposit (defined below) shall be retained by Seller. If Buyer does not exercise the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this section 1.2. (b) During the Property Approval Period, Seller shall make available to Buyer at the Property the following items (collectively, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. Between the Effective Date and 5:00 p.m. (aEastern time) During on the period from the date of this Agreement to 5 p.m., Pacific standard time, on March 4, 2011 Contingency Date (the “Property Approval Period”), Buyer Purchaser shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, have the right to review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts Property and the Permits. Buyer shall be responsible for preparing items set forth in Sections 5.1 and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. 5.2 above (such existing surveycollectively, the “SurveyDue Diligence Items”) that ). Purchaser, in Purchaser’s sole and absolute discretion, may be required by Buyer or its lender. Buyer shall determine whether or not the Property is acceptable to Buyer Purchaser within the Property Approval Period. If, during If Purchaser determines to proceed with the Property Approval Period, Buyer determines that the Property is not acceptable, Buyer shall have the right, by giving written notice to Seller on or before the last day purchase of the Property Approval Period, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2Agreement, then Purchaser shall, prior to 5:00 p.m. (Eastern time) on the Contingency Date, (a) notify Seller in writing (an “Approval Notice”) that Purchaser has determined to proceed with the purchase of the Property, which determination shall be made by Purchaser in its sole and absolute discretion, and (b) deposit with the Title Company, in immediately available federal funds, the sum of Ten Million and No/100 Dollars ($10,000,000.00) which shall be held in escrow by the Title Company pursuant to the terms of this Agreement and become a part of the Xxxxxxx Money Deposit. If Purchaser fails to timely deliver an Approval Notice pursuant to the foregoing, or if Purchaser fails to timely deliver the additional Ten Million and No/100 Dollars ($10,000,000.00) Xxxxxxx Money Deposit pursuant to the foregoing, this Agreement shall terminate as of automatically terminate, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except for Termination Surviving Obligations) and the date such termination notice is given by Buyer, in which event the Initial Xxxxxxx Money Deposit (defined below) shall be retained returned by Seller. If Buyer does not exercise the right Title Company to terminate this Agreement Purchaser in accordance with this section 1.2, this Agreement the provisions of Section 4.6. Purchaser shall continue in full force and effectpay any cancellation fees or charges of Title Company, and Buyer except for Termination Surviving Obligations, which expressly survive termination of this Agreement, the parties shall have no further right rights or obligations to terminate this Agreement pursuant to this section 1.2. (b) During the Property Approval Period, Seller shall make available to Buyer at the Property the following items (collectively, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies one another under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. (a) During the period from the date of this Agreement Date to 5 p.m., Pacific standard time, on March December 4, 2011 2020 (the “Property Approval Period”), Buyer shall in accordance with this section 1.2, in good faith and with diligenceshall, at Buyer’s sole cost and expense, review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Real Property, the Leases, the Construction Contracts and Warranties, the Service Contracts Lease and the Permitsother Property. Buyer shall be responsible for preparing obtaining and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. (such existing survey, the “Survey”) that may be required by Buyer or its lenderBuyer. Buyer shall determine whether or not the Property is acceptable to Buyer within the Property Approval Period. If, during the Property Approval Period, Buyer determines that the Property is not acceptableacceptable in Buyer’s sole and absolute discretion, then Buyer shall have the right, by giving written notice to Seller on or before the last day of the Property Approval Period, to terminate elect to proceed to Closing in accordance with, and subject to, the terms and conditions set forth in this AgreementAgreement (the “Go Forward Notice”). If Buyer exercises fails to timely deliver the right to terminate this Agreement Go Forward Notice in accordance with this section 1.2Section 1.2(a), this Agreement shall terminate as of the date such termination notice is given by Buyerexpiration of the Property Approval Period, in which event the Initial Deposit (defined below) as hereinafter defined), less the cost of canceling the Escrow (as hereinafter defined), shall be retained by Sellerreturned to Buyer. If Buyer does not exercise timely delivers the right to terminate this Agreement Go Forward Notice in accordance with this section 1.2Section 1.2(a), this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this section 1.2Section 1.2(a), and the Deposit shall become non-refundable except as otherwise provided in this Agreement. (b) During Buyer and Seller acknowledge and agree that Seller has provided Buyer with copies of all documents and other information described on Schedule 1 attached hereto through an online data room established and populated by Seller and made available to Buyer (the “Data Room”). In addition, during the Property Approval Period, Seller shall make available permit Buyer and Buyer’s representatives to inspect and copy the files of Seller relating to the condition and use of the Property as reasonably requested by Buyer. The documents provided to Buyer at during the Property Approval Period pursuant to this Section 1.2(b) shall be referred to herein as the “Due Diligence Documents.” Notwithstanding the foregoing, in no event shall Seller be required to provide Buyer with any of the following items items: (collectively1) appraisal and valuation reports and information, the “Diligence Documents”): (i2) all plans and specifications for any documents, materials or information which are subject to attorney/client, work product or similar privilege or which constitute attorney communications with respect to the Property, logs (3) any confidential or proprietary information and manuals communications, (4) any documents pertaining to the marketing of the Property for building equipmentsale to prospective purchasers, if any(5) any internal memoranda, and governmental reports that or assessments of Seller has in or Seller’s possession or control, without request affiliates to or investigation of third parties, and permit Buyer the extent relating to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition Seller’s valuation of the Real Property or interpretation of any agreements, contracts or third party reports pertaining to the Property, or (6) any materials projecting or relating to the future performance of the Property. Buyer hereby acknowledges that Seller has not made and does not make any warranty or representation, express or implied, regarding the truth or accuracy of any of the documents, materials or information provided to or made available to BuyerBuyer or the source thereof, prior except as otherwise provided in this Agreement. Seller has not undertaken any independent investigation as to the date hereoftruth or accuracy of any of such documents, materials or information and is providing the same solely as an accommodation to Buyer. Seller shall have no liability as a result of providing or making available to Buyer such documents, materials described or information or as a result of Buyer’s reliance thereon, except as otherwise provided in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Propertythis Agreement. (c) Notwithstanding anything to During the contrary hereinterm of this Agreement, Seller Buyer and its agents, contractors, subcontractors, consultants, employees, engineers, legal counsel and other authorized representatives of Buyer who shall not be required to provideinspect, copy investigate, test or make available to evaluate the Property on behalf of Buyer (and the Diligence Documents do not includecollectively, “Licensee Parties”) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating shall have reasonable access to the Property at agreed upon times during normal business hours for agreed upon purposes on at least one (1) business day’s prior notice to be furnished by Seller Seller. Such notice shall describe the scope of the studies Buyer intends to Buyer contain confidential and proprietary information. Buyer agrees conduct during Buyer’s access to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer Seller shall also have the right to disclose have a representative present during any visits to or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply inspections of the Property or interviews with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies under this AgreementTenant. If Buyer exercises desires to conduct any physically intrusive studies such as, but not limited to, sampling of soils or the right to terminate this Agreement in accordance with this section 1.2like (“Inspection”), Buyer shallwill identify in writing the procedures Buyer desires to perform and shall request Seller’s express written consent thereto, within five (5) days after which consent may be withheld in Seller’s sole discretion. The Inspection will be at Buyer’s sole cost and expense and will be conducted in a manner and by Licensee Parties reasonably acceptable to Seller. Should Buyer choose to conduct such an investigation at the termination dateProperty, return then Buyer shall promptly cause to Seller all copies of all materials relating to be removed any mechanics’ liens that may be recorded against the Property theretofore furnished on account of the performance of work or activities by Selleror for Buyer, at Buyer’s sole cost and expense. No representation or warranty Buyer and any Licensee Parties will: (i) maintain commercial general liability (occurrence) insurance providing minimum limits of liability of One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate, with an umbrella excess liability policy in respect minimum amount of Five Million Dollars ($5,000,000) per occurrence and aggregate, covering any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller occurrence arising in connection with this Agreementthe presence of Buyer or the Licensee Parties on the Property, and deliver to Seller a certificate of insurance, which names Seller as an additional insured thereunder, verifying such coverage prior to entry upon the Property; (ii) promptly pay when due the costs of all entry and inspections and examinations done with respect regard to the Property; and (iii) restore the Property to the condition in which the same was found before any of the foregoing. To such entry, inspection or examination was undertaken to the extent any person such condition was altered by Buyer or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereofthe Licensee Parties. (d) Seller acknowledges Buyer may desire to (x) discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities and other third parties, and (y) conduct a customary tenant interview with Tenant (such third parties and Tenant are, collectively, the “Third Parties”). In this regard, Buyer is permitted to contact all necessary Third Parties, and discuss Due Diligence Items with such Third Parties (subject to Buyer’s confidentiality obligations hereunder and in any confidentiality agreement signed by Buyer in connection with its investigations of the Property); provided, however, that Buyer shall first provide Seller with written notice and a reasonable opportunity to be present at such contact or discussions at a time and location reasonably convenient to Seller. With respect to discussions with Tenant, (i) Buyer shall give Seller not less than two (2) business days prior notice of its desire to meet with Tenant; (ii) Seller shall arrange the meeting with Tenant, and Buyer shall have no right to contact Tenant directly; (iii) Buyer shall not disclose to Tenant any of the terms or conditions which are set forth in this Agreement; (iv) Seller shall have the right to have a representative present at all times during each meeting with Tenant; and (v) Buyer shall not enter into any agreement with or make any commitment of any nature whatsoever to Tenant that would in any way be binding upon Seller. (e) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, against and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of the Licensee Parties; provided, however, such indemnification obligation shall not be applicable to (i) Buyer’s representativesmere discovery of any pre-existing adverse physical condition at the Property, except to the extent Buyer and/or Buyer’s agents, employees, contractors or consultants aggravate such pre-existing condition, or (ii) the negligence or willful misconduct of Seller, or any agent, contractor, or employee of Seller, in connection with Buyer’s entry on, or Buyer’s inspections, investigations or tests conducted at, the Property. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. (a) During the period from the date of full execution of this Agreement to 5 p.m.5:00 p.m. Pacific time on January 11, Pacific standard time, on March 4, 2011 2010 (the “Property Approval Period”), Buyer shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, have the right to review and investigate the physical and environmental condition of the Property, the income and expenses of the Property, the character, quality quality, value and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Real Property, and any other factors or matters relevant to Buyer’s decision to purchase the Leases, the Construction Contracts and Warranties, the Service Contracts and the PermitsProperty. Buyer shall be responsible for preparing and paying the cost of any amendment or update to the survey of the Property dated January 14may determine, 2008 prepared by MacKay & Xxxxxxxin its sole discretion, Inc. (such existing survey, the “Survey”) that may be required by Buyer or its lender. Buyer shall determine whether or not the Property is acceptable to Buyer within the Property Approval Period. If, during the Property Approval Period, Buyer determines that the Property is not acceptableacceptable for any reason whatsoever, Buyer shall have the right, by giving written notice (“Disapproval Notice”) to Seller and the Escrow Holder on or before the last day of the Property Approval Period, to terminate this Agreementdisapprove any matters relating to the Property. If Buyer exercises The Disapproval Notice shall identify and briefly describe the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall terminate as of the date such termination notice is given by Buyer, in which event the Initial Deposit disapproved matters (defined below) shall be retained by Seller“Disapproved Matters”). If Buyer does not exercise give a Disapproval Notice within the right Property Approval Period, Buyer shall be deemed to terminate this Agreement in accordance with this section 1.2have approved the Property, this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this section 1.2. (b) During Section 5.3. If Buyer delivers a Disapproval Notice within the Property Approval Period, Seller shall make available to Buyer at the Property the following items have a period of three (collectively, the “Diligence Documents”): (i3) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in business days after Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition receipt of the Real Property. Disapproval Notice (“Response Period”) (a) to elect to cure any Disapproved Matters by the Closing Date and to inform Buyer acknowledges that Seller has made available to Buyer, prior to and the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation Escrow Holder of the Property includingsame, without limitation, the following documents that in which case Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental cure the Disapproved Matters prior to, and as a condition to, the Closing, or legal requirements applicable (b) to advise Buyer and the Escrow Holder, in writing, that Seller will not agree to cure the Disapproved Matters (the “Response Notice”). If Seller fails to deliver to Buyer or as and the Escrow Holder the Response Notice within the Response Period, Seller shall be necessary deemed to Buyer’s prosecution have elected not to cure the Disapproved Matters. If Seller advises Buyer in its Response Notice that it will not cure the Disapproved Matters (or Seller is deemed to have elected not to cure the Disapproved Matters), then Buyer shall have three (3) business days following (i) receipt of its rights the Response Notice, or (ii) expiration of the Response Period, if Seller is deemed to have elected not to cure the Disapproved Matters, to advise Seller and remedies under the Escrow Holder, in writing, whether Buyer elects to waive the Disapproved Matters and proceed with the acquisition of the Property or to terminate this Agreement. If Buyer exercises fails to deliver a waiver of Disapproved Matters within the right to terminate this Agreement in accordance with this section 1.2three (3)-business day period, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title elected to terminate this Agreement. In the Property as shown in event of Buyer’s election (or deemed election) to terminate this Agreement under this Section 5.3, the Preliminary ReportEscrow Holder shall return the Deposit to Buyer, as updated less one-half ( 1/2) of the Escrow termination fees and the SurveyDue Diligence Option Consideration, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1on the next business day.

Property Approval Period. Between the Effective Date and 5:00 p.m. (aPacific time) During on the period from the date of this Agreement to 5 p.m., Pacific standard time, on March 4, 2011 Contingency Date (the “Property Approval Period”), Buyer Purchaser shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, have the right to review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts Properties and the Permits. Buyer shall be responsible for preparing items set forth in Sections 5.1 and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. 5.2 above (such existing surveycollectively, the “SurveyDue Diligence Items”) that ). Purchaser, in Purchaser’s sole and absolute discretion, may be required by Buyer or its lender. Buyer shall determine whether or not the Property is Common Interest, the Target, the Owners, the Properties and the terms of the proposed R&W Insurance Policy are acceptable to Buyer Purchaser within the Property Approval Period. IfIf Purchaser determines to proceed with the purchase of the Common Interest in accordance with this Agreement, during then Purchaser shall, prior to 5:00 p.m. (Pacific time) on the Property Contingency Date, notify Seller in writing (an “Approval PeriodNotice”) that Purchaser has approved the matters described in Sections 5.1 and 5.2 above, Buyer determines that which determination shall be made by Purchaser in its sole and absolute discretion. If Purchaser fails to timely deliver an Approval Notice pursuant to the Property is not acceptableforegoing, Buyer shall have or otherwise elects prior to the right, by giving written notice to Seller on or before the last day expiration of the Property Approval Period, Period not to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2proceed for any reason or no reason, this Agreement shall terminate automatically terminate. Purchaser shall pay any cancellation fees or charges of Title Company, the Title Company shall promptly refund the Xxxxxxx Money Deposit to Purchaser, and except for Termination Surviving Obligations, which expressly survive termination of this Agreement, the parties shall thereafter have no further rights or obligations to one another under this Agreement. Notwithstanding anything to the contrary contained herein, including, without limitation, any references to the Property Approval Period and the Contingency Date, Purchaser acknowledges and agrees that as of the date such termination notice is given by BuyerEffective Date, in which event the Initial Deposit (defined below) shall be retained by Seller. If Buyer does not exercise Property Approval Period and the right to terminate this Agreement in accordance with this section 1.2Contingency Date have expired and occurred, as applicable, and Purchaser’s execution of this Agreement shall continue in full force be deemed to constitute Purchaser’s delivery of the Approval Notice referenced hereinabove for purposes of this Agreement and effect, and Buyer shall have no further a waiver of any right to terminate this Agreement pursuant to this section 1.2Section 5.4. (b) During the Property Approval Period, Seller shall make available to Buyer at the Property the following items (collectively, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. Between the Effective Date and 5:00 p.m. (aPacific Time) During on the period from the date of this Agreement to 5 p.m., Pacific standard time, on March 4, 2011 Contingency Date (the “Property Approval Period”), Buyer Purchaser shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, have the right to review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts Property and the Permits. Buyer shall be responsible for preparing items set forth in Sections 5.1 and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. 5.2 above (such existing surveycollectively, the “SurveyDue Diligence Items”) that ). Purchaser, in Purchaser’s sole and absolute discretion, may be required by Buyer or its lender. Buyer shall determine whether or not the Property is acceptable to Buyer Purchaser within the Property Approval Period. If, during If Purchaser determines not to proceed with the Property Approval Period, Buyer determines that the Property is not acceptable, Buyer shall have the right, by giving written notice to Seller on or before the last day purchase of the Property Approval Period, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with 19 this section 1.2Agreement, this Agreement shall terminate as then Purchaser shall, prior to 5:00 p.m. (Pacific Time) on the Contingency Date, deliver a Termination Notice to Seller. Notwithstanding the provisions of the date such termination notice is given by BuyerSection 14.1, in which event the Initial Deposit (defined below) any Termination Notice from Purchaser to Seller shall be retained by deemed delivered upon Seller sending such Termination Notice via email to Seller’s representatives, Xxxxx XxXxxxx and Xxxxxxxx Xxxxxx, at the following email addresses, respectively, without regard to any acknowledgement of receipt: xxxxx.xxxxxxx@xxxxx.xxx and xxx.xxxxxx@xxxxxxxxxx.xxx, with a record that such email has been delivered. If Buyer Purchaser does not exercise timely deliver a Termination Notice, Purchaser shall be deemed to have approved the right matters described in Sections 5.1 and 5.2 above and elected to terminate this Agreement in accordance with this section 1.2, this Agreement shall continue in full force and effect, and Buyer shall have no further waive its right to terminate this Agreement pursuant to this section 1.2. (b) During the Property Approval PeriodSection 5.4, Seller which determination shall make available to Buyer at the Property the following items (collectively, the “Diligence Documents”): (i) all plans be made by Purchaser in its sole and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Propertyabsolute discretion. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating If Purchaser delivers a Termination Notice pursuant to the foregoing. (iii) all , this Agreement shall automatically terminate, Purchaser shall pay any cancellation fees or charges of Seller’s books Title Company, and records relating to the operation of the Property including, without limitationexcept for Termination Surviving Obligations, the following documents that Seller has in its possession parties shall have no further rights or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating obligations to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies one another under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. As noted above, Buyer and Seller have been negotiating this transaction for a few months, and during that time Buyer has completed certain due-diligence regarding the Water Rights. Buyer shall have an additional period of time through thirty (a30) During the period days from the date of this Agreement to 5 p.m., Pacific standard time, on March 4, 2011 Effective Date (the “Property Approval PeriodDate”), Buyer shall in accordance with this section 1.2) to determine, in good faith and with diligenceits sole discretion, the feasibility of Buyer’s planned investment in the Property. If Buyer’s agents have not completed the requested evaluations by the Approval Date, then such Approval Date shall be extended for a reasonable period of time not in excess of ten (10) days to allow for such completion. Prior to the Approval Date, Buyer, at its expense, may conduct such further studies and investigations and obtain such approvals as it deems appropriate, which may include, but are not necessarily limited to, an environmental audit and assessment, soils studies and soils report, water rights determinations and water engineering reports, drainage assessments, radon tests, engineering and surveying work and planning activities. Buyer’s sole cost and expenseobligations to Close under this Agreement are conditioned upon Buyer determining, review and investigate on or before the physical and environmental condition of the PropertyApproval Date, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts and the Permits. Buyer shall be responsible for preparing and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. (such existing survey, the “Survey”) that may be required by Buyer or its lender. Buyer shall determine whether or not the Property is acceptable to for its use and investment and that all studies and investigations are satisfactory, in Buyer's sole discretion. If Buyer within the Property Approval Period. If, during the Property Approval Period, Buyer determines that the Property is not acceptable, Buyer shall have the right, by giving delivers written notice to Seller on or before the last day of Approval Date that Buyer has determined that the Property Approval Period, is not acceptable (in Buyer's sole judgment) for Buyer's planned improvements and investment and that Buyer has elected to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall terminate as and be of no further force or effect and the date such termination notice is given by Exxxxxx Money and all other payments and things of value received from Buyer shall be returned to Buyer, in which event and Buyer will return to Seller any materials pertaining to the Initial Deposit (defined below) shall be retained Property previously provided to Buyer by SellerSeller . If Buyer does not exercise the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this section 1.2. (b) During the Property Approval Period, Seller shall make available to Buyer at the Property the following items (collectively, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation deliver such a notice of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (Date, the “Title Objection Date”)conditions contained in this Section 4.1 shall be conclusively presumed to be satisfied. Thereafter, may object Buyer shall have no right to any title exception in refund of the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveysDeposit, unless Buyer objects to any title exception or survey matter Seller defaults under this Agreement and except as expressly provided elsewhere in accordance with this section 1Agreement, including Paragraph 2.2.

Property Approval Period. (a) During the period from the date of this Agreement to 5 p.m.July 28, Pacific standard time, on March 4, 2011 2000 (the “"Property Approval Period”"), Buyer shall in accordance with this section 1.2shall, in good faith and with diligence, at Buyer’s sole cost and 's expense, review and investigate the Permits, the Agreements, the Plans and Specifications, the environmental reports (the "Environmental Assessments") relating to the Real Property described in Exhibit E attached hereto, the physical and environmental condition of the Real Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Real Property, the state of title to the Real Property, the Leases, the Construction Contracts and Warranties, the Service Contracts and the PermitsSublease. Seller shall, on or before the first day of the Property Approval Period, furnish to Buyer shall be responsible for preparing and paying the cost of any amendment or update to the a current ALTA survey of the Real Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. (such existing survey, the “Survey”) that may be required for review by Buyer or its lenderduring the Property Approval Period. Buyer shall determine whether or not the Property is acceptable to Buyer within the Property Approval Period. If, during the Property Approval Period, Buyer determines determines, in the sole discretion of Buyer, that the Property is not acceptableacceptable for any reason, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Property Approval Period, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall terminate as of the date such termination notice is given by Buyer, in which event the Initial Deposit (defined belowas hereinafter defined) and all interest thereon shall be retained by Sellerreturned to Buyer. If Buyer does not exercise the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this section 1.2. (b) During the Property Approval Period, Seller shall make available permit Buyer and Buyer's representatives to Buyer at inspect and copy the Property the following items (collectively, the “Diligence Documents”): (i) all plans and specifications for files of Seller relating to the Property, logs including the Permits, the Agreements, the Plans and manuals for building equipmentSpecifications, if anythe Sublease, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundationEnvironmental Assessments, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizationsengineering reports, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estateconstruction cost estimates, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals but excluding appraisal and valuation reports and similar information or information covered by the attorney-client privilege. information, and Seller shall provide Buyer acknowledges that the materials relating and Buyer's representatives with access to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to at reasonable times during normal business hours on business days for the extent necessary to carry purposes of carrying out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. (a) During Through the period from earlier of Closing or the date termination of this Agreement Agreement, Purchaser shall have the right to 5 p.m., Pacific standard time, on March 4, 2011 (the “Property Approval Period”), Buyer shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts Property and the Permits. Buyer shall be responsible for preparing items set forth in Sections 5.1 and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. 5.2 above (such existing surveycollectively, the “SurveyDue Diligence Items”). Notwithstanding anything to the contrary provided in this Agreement, (i) that may be required by Buyer or its lender. Buyer shall determine whether or not Purchaser and the Property is acceptable to Buyer within the Property Approval Period. If, during the Property Approval Period, Buyer determines that the Property is not acceptable, Buyer Licensee Parties shall have the rightright to conduct a Phase II environmental site assessment (each, a “Phase II”) with respect to (x) the Xxxxx Plains Exchange Real Property and the Xxxxx Plains Exchange Improvements and (y) the Xxxxxxxx Bridge Commons Real Property and the Xxxxxxxx Bridge Commons Improvements and (ii) unless required by giving written notice to Seller on federal, state or before local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the last day results of the Property Approval Period, Phase II to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall terminate as of the date such termination notice is given by Buyer, in which event the Initial Deposit (defined below) shall be retained by Seller. If Buyer does not exercise the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall continue in full force Purchaser acknowledges and effect, and Buyer agrees that Purchaser shall have no further right to terminate this Agreement pursuant to this section 1.2. (b) During Section 5.4 unless Purchaser is not satisfied with the results of either or both of the final Phase IIs for any reason or no reason in its sole discretion during the Property Approval Period. Accordingly, Purchaser may terminate this Agreement pursuant to the previous sentence by delivering written notice thereof to Seller and the Title Company no later than the expiration of the Property Approval Period, Seller and Title Company shall make available return to Buyer at Purchaser the Property Xxxxxxx Money Deposit pursuant to the following items (collectivelyterms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession parties shall have no further rights or control, without request obligations to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies one another under this Agreement. If Buyer exercises the Purchaser fails to terminate this Agreement pursuant to this Section 5.4, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereofSection 10.11 hereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. (a) During Through the period from earlier of Closing or the date termination of this Agreement Agreement, Purchaser shall have the right to 5 p.m., Pacific standard time, on March 4, 2011 (the “Property Approval Period”), Buyer shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Construction Contracts and Warranties, the Service Contracts Property and the Permits. Buyer shall be responsible for preparing items set forth in Sections 5.1 and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. 5.2 above (such existing surveycollectively, the “SurveyDue Diligence Items”). Notwithstanding anything to the contrary provided in this Agreement, (i) that may be required by Buyer or its lender. Buyer shall determine whether or not Purchaser and the Property is acceptable to Buyer within the Property Approval Period. If, during the Property Approval Period, Buyer determines that the Property is not acceptable, Buyer Licensee Parties shall have the rightright to conduct a Phase II environmental site assessment (each, a “Phase II”) with respect to (x) the Xxxxx Plains Exchange Real Property and the Xxxxx Plains Exchange Improvements and (y) the Xxxxxxxx Bridge Commons Real Property and the Xxxxxxxx Bridge Commons Improvements and (ii) unless required by giving written notice to Seller on federal, state or before local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the last day results of the Property Approval Period, Phase II to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall terminate as of the date such termination notice is given by Buyer, in which event the Initial Deposit (defined below) shall be retained by Seller. If Buyer does not exercise the right to terminate this Agreement in accordance with this section 1.2, this Agreement shall continue in full force Purchaser acknowledges and effect, and Buyer agrees that Purchaser shall have no further right to terminate this Agreement pursuant to this section 1.2. (b) During Section 5.4 unless Purchaser is not satisfied with the results of either or both of the final Phase IIs for any reason or no reason in its sole discretion during the Property Approval Period. Accordingly, Purchaser may terminate this Agreement pursuant to the previous sentence by delivering written notice thereof to Seller and the Title Company no later than the expiration of the Property Approval Period, Seller and Title Company shall make available return to Buyer at Purchaser the Property Xxxxxxx Money Deposit pursuant to the following items (collectivelyterms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession parties shall have no further rights or control, without request obligations to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies one another under this Agreement. If Buyer exercises the Purchaser fails to terminate this Agreement pursuant to this Section 5.4, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to -18- terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereofSection 10.11 hereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.

Property Approval Period. (a) During the period from Between the date of this Agreement to 5 p.m., Pacific standard time, on March 4, 2011 (and the “Property Approval Period”Deadline (as defined below), Buyer shall in accordance with this section 1.2, in good faith and with diligence, at Buyer’s sole cost and expense, have the right to review and investigate the physical and environmental condition of the Property, the Design Documents, the character, quality quality, value and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Real Property, the construction of improvements on the Real Property, the state of title to the Real Property, and any other factors or matters relevant to Buyer's decision to purchase the LeasesProperty. As used in this Agreement, the Construction Contracts phrase "Property Approval Period" shall mean the period commencing on the date of this Agreement and Warrantiesending on the last to occur of the date (the "Property Approval Deadline") which is (a) twenty (20) business days after the date of execution of this Agreement, or (b) twenty (20) business days after the Service Contracts date on which all of the documents described in sections 5.1 and the Permits5.5 have been delivered to Buyer. Buyer shall be responsible for preparing and paying the cost of any amendment or update to the survey of the Property dated January 14, 2008 prepared by MacKay & Xxxxxxx, Inc. (such existing survey, the “Survey”) that may be required by Buyer or its lender. Buyer shall determine whether or not the Property is acceptable to Buyer within the Property Approval Period. If, If during the Property Approval Period, Period Buyer determines that the Property is not acceptableacceptable for any reason whatsoever, then Buyer shall have the right, by giving written notice to Seller on or before Seller, to terminate this Agreement. In addition, if Buyer fails to obtain the last day of Board Approval (as defined in section 8.2(a)) by the Property Board Approval PeriodDate, than Buyer shall have the right, by giving notice to Seller, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.25.4, this Agreement shall terminate as of the date such termination notice is given by Buyer, in which event the Initial Deposit (defined below) shall be retained by Seller. If Buyer does not exercise the right to terminate this Agreement in accordance with this section 1.25.4, then this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this section 1.25. (b) During the Property Approval Period, Seller shall make available to Buyer at the Property the following items (collectively, the “Diligence Documents”): (i) all plans and specifications for the Property, logs and manuals for building equipment, if any, and governmental reports that Seller has in Seller’s possession or control, without request to or investigation of third parties, and permit Buyer to examine the structural, mechanical, electrical, plumbing, roof, foundation, soils and environmental condition of the Real Property. Buyer acknowledges that Seller has made available to Buyer, prior to the date hereof, the materials described in Schedule 6 attached hereto. (ii) copies of all the Leases, all the Construction Contracts and Warranties, all Service Contracts and all tenant and correspondence files relating to the foregoing. (iii) all of Seller’s books and records relating to the operation of the Property including, without limitation, the following documents that Seller has in its possession or control: (A) copies of all certificates of occupancy, licenses, permits, authorizations, and approvals issued by all governmental authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions); (B) copies of each xxxx for current real estate, personal property and possessory interest taxes, water charges and other utilities; and (C) All records and files relating to the physical condition, operation and maintenance of the Property. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide, copy or make available to Buyer (and the Diligence Documents do not include) any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer acknowledges that the materials relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information. Buyer agrees to keep all such information confidential and not to disclose any such information to any third party except to the extent necessary to carry out the responsibilities of Buyer pursuant to this section 1.2 or to obtain financing for the Property. Notwithstanding the foregoing, Buyer shall also have the right to disclose or publically file such confidential information (including this Agreement and its exhibits/schedules) as shall be required to comply with any governmental or legal requirements applicable to Buyer or as shall be necessary to Buyer’s prosecution of its rights and remedies under this Agreement. If Buyer exercises the right to terminate this Agreement in accordance with this section 1.2, Buyer shall, within five (5) days after the termination date, return to Seller all copies of all materials relating to the Property theretofore furnished by Seller. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing. To the extent any person or entity, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, tenants, escrow agent, attorneys, engineering consultants or environmental consultants, made any representations or warranties (other than as expressly set forth in section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof. (d) Buyer shall indemnify Seller and Seller Parties (defined below) for, defend Seller and Seller Parties against, and hold Seller and Seller Parties harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from any entry on the Property by Buyer or any of Buyer’s representatives. The foregoing indemnification covenant shall survive any termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller; provided, however, such delivery shall be without representation or warranty as to the accuracy or completeness of any such Buyer Reports, and Seller acknowledges that Seller (and anyone to whom Seller provides such Buyer Reports) shall have no claim or right of action against Buyer arising therefrom. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. (e) Buyer shall maintain, and shall ensure that its contractors, agents and third parties under its control maintain, public liability and property damage insurance from a licensed insurance company insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer (and Buyer’s agents) shall be in the amount of Three Million Dollars ($3,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. Any policy maintained by Buyer (and Buyer’s agents) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns), Shorenstein Properties LLC, a Delaware limited liability company, and Shorenstein Realty Services, L.P., a Delaware limited partnership (“SRS”), as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to such Seller, and (v) be in form and substance adequate to insure against all liability of Buyer and its agents arising out of any entry or inspections of the Property pursuant to the provisions of this section 1.2. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of the Property. (f) Buyer, by giving notice to Seller on or before the Property Approval Date (the “Title Objection Date”), may object to any title exception in the Preliminary Report or any matter shown on the Survey or any matter shown on any update to the Survey or new survey. Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report. Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new surveys, unless Buyer objects to any title exception or survey matter in accordance with this section 1.