Common use of Purchaser’s Investigations Clause in Contracts

Purchaser’s Investigations. (a) Purchaser shall have until 11:59 p.m. Mountain Time on April 15, 2024 (the “Inspection Period”) to investigate and evaluate the Property and all matters relevant to its acquisition, use, ownership and operation. Purchaser’s right of investigation shall include, without limitation, the right to have made, at Purchaser’s expense, a current ALTA survey of the Property (the “Survey”) and any other studies or inspections of the Property as Purchaser may deem necessary or appropriate; provided, however, that all inspections shall occur during normal business hours, not interfere with Seller’s business operations at the Property, and Purchaser shall not conduct or allow any physically intrusive testing of, on or under the Property without first obtaining Seller’s written consent as to the timing and scope of work to be performed. Seller agrees to cooperate reasonably with any such investigations, inspections or studies made by or at Purchaser’s direction so long as such cooperation is at no material expense or out-of-pocket expense to Seller, including by providing Purchaser with access to the books, records and other documentation pertaining to the Property and readily accessible and in the possession of Seller or Seller’s property manager. (b) Purchaser shall have until the expiration of the Inspection Period to review the Title Commitment and the Survey and to advise Seller, in writing, of any objection to exceptions, requirements or other matters (each a “matter” for the purposes of this Section 2.2(b) and Section 5.3) set forth therein. If Purchaser objects to any such matters (collectively, the “Disapproved Matters”), Seller may (but shall have no obligation to) satisfy, cure, cause to be cured, or obtain title insurance insuring against the effect of (collectively, “Cure”) the Disapproved Matters. Seller shall notify Purchaser in writing within five (5) days after receipt of Purchaser’s notice of Disapproved Matters whether Seller elects to Cure such matters, at its own expense. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any Disapproved Matters. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any Disapproved Matters, then Purchaser shall notify Seller within five (5) days after receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to any Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. “Permitted Exceptions,” as used hereafter, shall be those matters reflected in the Title Commitment or revealed by the Survey other than: (i) Disapproved Matters that Seller agrees to Cure in accordance with this Section 2.2(b) or Section 5.3, and, notwithstanding anything contained in this Section 2.2(b), Section 5.3 or in Seller’s response or deemed response to any Disapproved Matters notice from Purchaser, (ii) delinquent taxes or assessments, (iii) any deed of trust, mortgage or other lien or monetary encumbrance affecting the Property or any part thereof, and (iv) any Required Cure Items (as defined below). If Seller elects to Cure any Disapproved Matter, whether pursuant to this Section or Section 5.3, and fails to do so by the Closing Date, Purchaser may terminate this Agreement, whereupon the Deposit shall be returned to Purchaser, and the parties shall be relieved of all further obligations hereunder, except for the Surviving Obligations. “Required Cure Items” as used herein, shall mean, collectively, (i) whether or not Purchaser objects thereto, liens evidencing monetary encumbrances (other than liens for non-delinquent real estate taxes), (ii) whether or not Purchaser objects thereto, ad valorem taxes and assessments attributable to 2023 and prior years (payable in 2024 and prior years), and (iii) title matters created by, through or under Seller on or after the Effective Date.

Purchaser’s Investigations. (a) Purchaser shall will have until 11:59 p.m. Mountain Time 5:00 p.m., Minneapolis time, on April 15January 31, 2024 2001 (the “"Inspection Period”") to investigate and evaluate the Property and all matters relevant to its acquisition, use, ownership and operation. Purchaser’s right of investigation shall includeIf, without limitation, prior to the right to have made, at Purchaser’s expense, a current ALTA survey expiration of the Property (the “Survey”) and any other studies or inspections of Inspection Period, Purchaser gives Seller written notice setting forth Purchaser's dissatisfaction with the Property for any reason whatsoever, and states in such notice Purchaser's unequivocal election to terminate this Agreement, then (i) Escrow Agent will promptly return the Deposit to Purchaser, and (ii) Purchaser will, as consideration for the investigation privileges afforded to Purchaser may deem necessary or appropriate; providedby Seller hereunder, howeverdeliver to Seller copies of all studies, that all inspections shall occur inspection reports and similar matters made for Purchaser by third parties engaged by Purchaser to do so during normal business hours, not interfere with Seller’s business operations at the Inspection Period concerning the Property, whereupon this Agreement will terminate and both parties will be relieved of any further obligations hereunder, except for those obligations which expressly survive any termination hereof. If Purchaser shall does not conduct or allow any physically intrusive testing of, on or under the Property without first obtaining Seller’s written consent as give such termination notice prior to the timing expiration of the Inspection Period, then this Agreement will remain in full force and scope of work effect in accordance with its terms and the Deposit will become nonrefundable to be performed. Seller agrees to cooperate reasonably with Purchaser for any such investigationsreason whatsoever, inspections or studies made by or at Purchaser’s direction so long except as such cooperation is at no material expense or out-of-pocket expense to Seller, including by providing Purchaser with access expressly provided to the bookscontrary in Section 6(e), records and other documentation pertaining 7, 8, 9, 12(a) or 16. If Purchaser does not give such termination notice prior to the Property and readily accessible and in the possession of Seller or Seller’s property manager. (b) Purchaser shall have until the expiration of the Inspection Period to review the Title Commitment and the Survey and to advise Seller, in writing, of any objection to exceptions, requirements or other matters (each a “matter” for the purposes of this Section 2.2(b) and Section 5.3) set forth therein. If Purchaser objects to any such matters (collectively, the “Disapproved Matters”), Seller may (but shall have no obligation to) satisfy, cure, cause to be cured, or obtain title insurance insuring against the effect of (collectively, “Cure”) the Disapproved Matters. Seller shall notify Purchaser in writing within five (5) days after receipt of Purchaser’s notice of Disapproved Matters whether Seller elects to Cure such matters, at its own expense. If Seller fails to timely deliver the Additional Deposit in accordance with Section 2(b) above prior to the expiration of the Inspection Period, then this Agreement will remain in full force and effect as provided above, but Purchaser will be deemed in default and, if Purchaser does not cure such default within one (1) business day after delivery of notice thereof by Seller to Purchaser, Seller shall be deemed to have elected not to Cure any Disapproved Matters. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any Disapproved Mattersmay, then Purchaser shall notify Seller within five (5) days after receipt of such notice (or deemed notice) whether Purchaser elects to at Seller's option, terminate this Agreement or by notice to proceed to Closing, taking title subject to such Disapproved Matters that Purchaser and Escrow Agent whereupon Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to any Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. “Permitted Exceptions,” as used hereafter, shall be those matters reflected in the Title Commitment or revealed by the Survey other than: (i) Disapproved Matters that Seller agrees to Cure in accordance with this Section 2.2(b) or Section 5.3, and, notwithstanding anything contained in this Section 2.2(b), Section 5.3 or in Seller’s response or deemed response to any Disapproved Matters notice from Purchaser, (ii) delinquent taxes or assessments, (iii) any deed of trust, mortgage or other lien or monetary encumbrance affecting the Property or any part thereof, and (iv) any Required Cure Items (as defined below). If Seller elects to Cure any Disapproved Matter, whether pursuant to this Section or Section 5.3, and fails to do so by the Closing Date, Purchaser may terminate this Agreement, whereupon receive the Deposit shall be returned to Purchaser, as liquidated damages and the parties shall be relieved of all further obligations hereunder, except for the Surviving Obligations. “Required Cure Items” not as used herein, shall mean, collectively, (i) whether or not Purchaser objects thereto, liens evidencing monetary encumbrances (other than liens for non-delinquent real estate taxes), (ii) whether or not Purchaser objects thereto, ad valorem taxes and assessments attributable to 2023 and prior years (payable in 2024 and prior years), and (iii) title matters created by, through or under Seller on or after the Effective Datea penalty.

Purchaser’s Investigations. (a) Prior to the Effective Date, Purchaser shall have until 11:59 p.m. Mountain Time on April 15, 2024 (the “Inspection Period”) to investigate has begun investigation and evaluate evaluation of the Property and all matters relevant to its acquisition, use, ownership and operation. Purchaser’s right of investigation shall continue after the Effective Date and shall include, without limitation, the right to have made, at Purchaser’s expense, a current ALTA survey of the Property (the “Survey”) and any other studies or inspections of the Property as Purchaser may deem necessary or appropriate; provided, however, that all inspections shall occur during normal business hours, upon not interfere with less than two (2) business days’ prior written notice to Seller’s business operations at the Property, and Purchaser shall not conduct or allow any physically intrusive testing of, on or under the Property without first obtaining SellerPrimary Owner’s written consent as to the timing and scope of work to which shall not be performedunreasonably withheld, conditioned or delayed. Seller agrees to cooperate reasonably Purchaser shall not, in connection with its investigations, unreasonably interfere with any such investigationsof the tenants under the Leases, inspections and Purchaser shall not contact any tenants under the Leases or studies made by or at Purchaserany of their representatives without Primary Owner’s direction so long as such cooperation is at no material expense or out-of-pocket expense to Seller, including by providing Purchaser with access to the books, records and other documentation pertaining to the Property and readily accessible and in the possession of Seller or Seller’s property managerprior written consent. (b) Prior to Closing, Purchaser shall have until obtain an update to the expiration of the Inspection Period to review the Title Commitment and the Existing Survey and to advise Seller, in writing, of any objection to exceptions, requirements or other matters new survey (each a an “matterUpdate,” for and together with the purposes of this Section 2.2(b) and Section 5.3) set forth therein. If Purchaser objects to any such matters (collectivelyExisting Survey, the “Disapproved MattersSurvey”), and deliver a copy of the same to Seller may (but shall have no obligation to) satisfy, cure, cause to be cured, or obtain title insurance insuring against the effect of (collectively, “Cure”) the Disapproved Mattersand Title Company. Seller shall notify Purchaser in writing within five (5) days after receipt of Purchaser’s notice of Disapproved Matters whether Seller elects to Cure such matters, at its own expense. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any Disapproved Matters. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any Disapproved Matters, then Purchaser shall notify Seller within five (5) days after receipt of such notice (or deemed notice) whether Purchaser elects take title in reliance upon a Title Policy that is subject only to terminate this Agreement or to proceed to Closing, taking title subject to such Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to any Disapproved Matters that Seller has elected (or been deemed to have elected) not to Curethe Permitted Exceptions. “Permitted Exceptions,” as used hereafter, shall be constitute: (i) the rights of tenants, as tenants only, under the Leases, (ii) the lien of real estate taxes and assessments, not yet due or payable, for the tax year in which Closing occurs and subsequent years, (iii) those matters reflected in the Title Commitment or pro forma title policy attached hereto as Exhibit I (the “Pro Forma”), and (iv) those matters revealed by the Survey other than: Survey, excluding (i) Disapproved Matters that Seller agrees to Cure in accordance with this Section 2.2(b) or Section 5.3, and, notwithstanding anything contained in this Section 2.2(b), Section 5.3 or in Seller’s response or deemed response to any Disapproved Matters notice from Purchaser, (iia) delinquent taxes or assessments, (iiib) any deed of trust, mortgage or other lien or monetary encumbrance affecting the Property or any part thereofthereof not created by, through, or under Purchaser, and (ivc) any Required Cure Items (as defined below). If Seller elects to Cure any Disapproved Matter, whether pursuant to this Section or Section 5.3, and fails to do so encumbrance created by the Closing Date, Purchaser may terminate this Agreement, whereupon the Deposit shall be returned to Purchaser, and the parties shall be relieved of all further obligations hereunder, except for the Surviving Obligations. “Required Cure Items” as used herein, shall mean, collectively, (i) whether or not Purchaser objects thereto, liens evidencing monetary encumbrances (a party other than liens for non-delinquent real estate taxes), (ii) whether Purchaser or not Purchaser objects thereto, ad valorem taxes and assessments attributable to 2023 and prior years (payable in 2024 and prior years), and (iii) title matters created by, through or under Seller on or its agents after the Effective DateDate and without Purchaser’s consent. In no event shall Seller be obligated to satisfy any requirement contained in the Title Commitment, other than obligations expressly stated herein, in order to cause any exceptions to be removed or endorsements to be issued.

Purchaser’s Investigations. (a) On or before 5:00 p.m. on the Due Diligence Date, the Purchaser shall have until 11:59 p.m. Mountain Time on April 15conduct (subject to compliance with other relevant provisions of this Agreement) all investigations, 2024 (inspections, reviews, tests and audits relating to the “Inspection Period”) to investigate Subject Assets and evaluate the Property and all matters relevant to its acquisition, use, ownership and operation. Purchaser’s right of investigation shall include(including, without limitation, the right to have made, at Purchaser’s expense, a current ALTA survey of the Property (the “Survey”) and any other studies or inspections of the Property as Purchaser may deem necessary or appropriate; provided, however, that all inspections shall occur during normal business hours, not interfere with Seller’s business operations at the Property, and Purchaser shall not conduct or allow any physically intrusive testing of, on or under the Property without first obtaining Seller’s written consent as title to the timing Subject Assets and scope of work to be performed. Seller agrees to cooperate reasonably with any such investigations, inspections or studies made by or at Purchaser’s direction so long as such cooperation is at no material expense or out-of-pocket expense to Seller, including by providing Purchaser with access to the books, records and other documentation pertaining to the Property and readily accessible compliance with Applicable Laws) and in the possession of Seller transactions provided for herein (collectively referred to herein as the “Due Diligence”) which the Purchaser deems necessary or Seller’s property managerdesirable. (b) The Purchaser shall have until be entitled, on or before 5:00 p.m. on the expiration of the Inspection Period to review the Title Commitment and the Survey and to advise SellerDue Diligence Date, in writingits sole and absolute discretion, to determine whether it is satisfied with the results of any objection to exceptions, requirements or other matters (each a “matter” for the purposes of this Section 2.2(b) and Section 5.3) set forth thereinits Due Diligence. If The Purchaser objects to any such matters (collectively, the “Disapproved Matters”), Seller may (but shall have no obligation to) satisfy, cure, cause to be cured, or obtain title insurance insuring against the effect of (collectively, “Cure”) the Disapproved Matters. Seller shall notify Purchaser in writing within five (5) days after receipt of Purchaser’s notice of Disapproved Matters whether Seller elects to Cure such matters, at its own expense. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not be satisfied with the result of its Due Diligence unless the Purchaser delivers to Cure any Disapproved Mattersthe Vendor on or before 5:00 p.m. on the Due Diligence Date a written notice in the form attached hereto (with the relevant details inserted therein) as Schedule D (the “Satisfaction Notice”) stating that it is satisfied with the results of its Due Diligence. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any Disapproved Matters, then Purchaser shall notify Seller within five (5) days after receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If the Purchaser fails to timely give the Vendor a Satisfaction Notice by such time, then this Agreement shall terminate automatically at such time and, upon such termination, the Purchaser and Vendor shall be released from all obligations under this Agreement (except for those obligations which are expressly stated to survive the termination of this Agreement) and the Deposit and all interest earned thereon shall be returned to the Purchaser forthwith without deduction. (c) If the Purchaser does deliver the Satisfaction Notice to the Vendor by such noticetime, notwithstanding any other provisions of this Agreement (including, without limitation, Section 2.1), the Purchaser shall be deemed to have elected irrevocably waived its right to proceed to Closingraise any objection to, taking title subject to any Disapproved Matters that Seller has elected (or been deemed to have elected) not or make any Claim regarding, any circumstance, defect, matter or issue in respect of the Subject Assets or the Property, or any other aspect thereof of any nature whatsoever (including, without limitation, any objection or Claim relating to Cure. “Permitted Exceptions,” as used hereafter, shall the Vendor’s title to the Subject Assets or any matter relating to title to the Property or the existence of any Encumbrances (other than Encumbrances to be those matters reflected in the Title Commitment or revealed by the Survey other than: (i) Disapproved Matters that Seller agrees to Cure in accordance with this Section 2.2(b) or Section 5.3, and, notwithstanding anything contained in this Section 2.2(bDischarged), Section 5.3 as such title and Encumbrances exist on the Due Diligence Date, any non-compliance with Applicable Laws, or in Seller’s response or deemed response to any Disapproved Matters notice from PurchaserContract, (ii) delinquent taxes or assessments, (iii) any deed of trust, mortgage Encumbrance or other lien instrument). The Purchaser retains the right to make valid objections to title or monetary encumbrance affecting other requisitions, in each case, in writing to the extent that any document or instrument that is not a Permitted Encumbrance is registered against title to the Property or any part thereofwork order or deficiency notice or other similar notice of non-compliance is otherwise issued or filed after the Due Diligence Date and before the Closing Date. If, within ten (10) Business Days following the receipt of such written requisition from the Purchaser, the Vendor advises the Purchaser in writing (the “Requisition Notice”) that the Vendor is unwilling or unable to remove or satisfy the Purchaser’s objections, then, notwithstanding any other provision contained herein or any intermediate acts or negotiations in respect of such objections, the Purchaser shall have the right to terminate this Agreement by written notice to the Vendor to be delivered by the earlier of (i) the date on which Closing is scheduled to occur, and (ivii) any Required Cure Items (as defined below). If Seller elects to Cure any Disapproved Matter, whether pursuant to this Section or Section 5.3, and fails to do so the tenth Business Day after the Requisition Notice is received by the Closing DatePurchaser. In such event, Purchaser may terminate this Agreementthe Deposit, whereupon the Deposit together with all interest accrued thereon, shall be returned to the Purchaser forthwith without deduction. Without limiting the generality of the foregoing, the Purchaser also agrees that, subject to Section 7.3(d), the Purchaser shall not have the right to seek an abatement to the Purchase Price or any other remedy by virtue of any matters Disclosed to the Purchaser prior to the Due Diligence Date or as a result of any circumstance, defect, matter or issue in respect of the Subject Assets or the Property in respect of the Subject Assets or the Property, or any other aspect thereof of any nature whatsoever, in existence at the Due Diligence Date. Notwithstanding the foregoing, however, if the Closing does take place the foregoing does not derogate from the Purchaser, and ’s rights in the parties shall be relieved event of all further obligations hereunderany breach of a representation or warranty made in this Agreement by the Vendor, except for as is otherwise provided in the Surviving Obligations. “Required Cure Items” as used herein, shall mean, collectively, (i) whether or not Purchaser objects thereto, liens evidencing monetary encumbrances (other than liens for non-delinquent real estate taxes), (ii) whether or not Purchaser objects thereto, ad valorem taxes and assessments attributable to 2023 and prior years (payable in 2024 and prior years), and (iii) title matters created by, through or under Seller on or after the Effective Datelast sentence of Section 2.7.

Purchaser’s Investigations. (a) On or before 5:00 p.m. on the Due Diligence Date, the Purchaser shall have until 11:59 p.m. Mountain Time on April 15conduct (subject to compliance with other relevant provisions of this Agreement) all investigations, 2024 (inspections, reviews, tests and audits relating to the “Inspection Period”) to investigate Subject Assets and evaluate the Property and all matters relevant to its acquisition, use, ownership and operation. Purchaser’s right of investigation shall include(including, without limitation, the right to have made, at Purchaser’s expense, a current ALTA survey of the Property (the “Survey”) and any other studies or inspections of the Property as Purchaser may deem necessary or appropriate; provided, however, that all inspections shall occur during normal business hours, not interfere with Seller’s business operations at the Property, and Purchaser shall not conduct or allow any physically intrusive testing of, on or under the Property without first obtaining Seller’s written consent as title to the timing Subject Assets and scope of work to be performed. Seller agrees to cooperate reasonably with any such investigations, inspections or studies made by or at Purchaser’s direction so long as such cooperation is at no material expense or out-of-pocket expense to Seller, including by providing Purchaser with access to the books, records and other documentation pertaining to the Property and readily accessible compliance with Applicable Laws) and in the possession of Seller transactions provided for herein (collectively referred to herein as the “Due Diligence”) which the Purchaser deems necessary or Seller’s property managerdesirable. (b) The Purchaser shall have until be entitled, on or before 5:00 p.m. on the expiration of the Inspection Period to review the Title Commitment and the Survey and to advise SellerDue Diligence Date, in writingits sole and absolute discretion, to determine whether it is satisfied with the results of any objection to exceptions, requirements or other matters (each a “matter” for the purposes of this Section 2.2(b) and Section 5.3) set forth thereinits Due Diligence. If The Purchaser objects to any such matters (collectively, the “Disapproved Matters”), Seller may (but shall have no obligation to) satisfy, cure, cause to be cured, or obtain title insurance insuring against the effect of (collectively, “Cure”) the Disapproved Matters. Seller shall notify Purchaser in writing within five (5) days after receipt of Purchaser’s notice of Disapproved Matters whether Seller elects to Cure such matters, at its own expense. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not be satisfied with the result of its Due Diligence unless it delivers to Cure any Disapproved Mattersthe Vendor on or before 5:00 p.m. on the Due Diligence Date a written notice in the form attached hereto (with the relevant details inserted therein) as Schedule D (the "Satisfaction Notice") stating that it is satisfied with the results of its Due Diligence including, without limiting the generality of the foregoing, the contents of the Tenant Estoppels. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any Disapproved Matters, then Purchaser shall notify Seller within five (5) days after receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If the Purchaser fails to timely give the Vendor a Satisfaction Notice by such time, then this Agreement shall terminate automatically at such time and, upon such termination, the Purchaser and Vendor shall be released from all obligations under this Agreement (except for those obligations which are expressly stated to survive the termination of this Agreement) and the Deposit and all interest earned on it shall be returned to the Purchaser. (c) If the Purchaser does deliver the Satisfaction Notice to the Vendor by such noticetime, notwithstanding any other provisions of this Agreement (including, without limitation, Section 2.1), the Purchaser shall be deemed to have elected irrevocably waived its right to proceed to Closingraise any objection to, taking title subject to any Disapproved Matters that Seller has elected (or been deemed to have elected) not or make any Claim regarding, any circumstance, defect, matter or issue in respect of the Subject Assets or the Property, or any other aspect thereof of any nature whatsoever (including, without limitation, any objection or Claim relating to Cure. “Permitted Exceptions,” as used hereafter, shall the Vendor’s title to the Subject Assets or any matter relating to title to the Property or the existence of any Encumbrances (other than Encumbrances to be those matters reflected in the Title Commitment or revealed by the Survey other than: (i) Disapproved Matters that Seller agrees to Cure in accordance with this Section 2.2(b) or Section 5.3, and, notwithstanding anything contained in this Section 2.2(bDischarged), Section 5.3 as such title and Encumbrances exist on the Due Diligence Date, any non-compliance with Applicable Laws, or in Seller’s response or deemed response to any Disapproved Matters notice from PurchaserContract, (ii) delinquent taxes or assessments, (iii) any deed of trust, mortgage Encumbrance or other lien instrument). The Purchaser retains the right to make valid objections to title or monetary encumbrance affecting other requisitions, in each case, in writing to the extent that any document or instrument that is not a Permitted Encumbrance is registered against title to the Property or any part thereofwork order or deficiency notice or other similar notice of non-compliance is otherwise issued or filed after the Due Diligence Date and before the Closing Date. If, within ten (10) Business Days following the receipt of such written requisition from the Purchaser, the Vendor advises the Purchaser in writing (the “Requisition Notice”) that the Vendor is unwilling or unable to remove or satisfy the Purchaser’s objections, then, notwithstanding any other provision contained herein or any intermediate acts or negotiations in respect of such objections, the Purchaser shall have the right to terminate this Agreement by written notice to the Vendor to be delivered by the earlier of (i) the date on which Closing is scheduled to occur, and (ivii) any Required Cure Items (as defined below). If Seller elects to Cure any Disapproved Matter, whether pursuant to this Section or Section 5.3, and fails to do so the tenth Business Day after the Requisition Notice is received by the Closing DatePurchaser. In such event, Purchaser may terminate this Agreementthe Deposit, whereupon the Deposit together with all interest accrued thereon, shall be returned to Purchaserthe Purchaser forthwith without deduction. Without limiting the generality of the foregoing, and the parties Purchaser also agrees that the Purchaser shall be relieved not have the right to seek an abatement to the Purchase Price or any other remedy by virtue of all further obligations hereunderany matters Disclosed to the Purchaser prior to the Due Diligence Date or as a result of any circumstance, except for defect, matter or issue in respect of the Surviving Obligations. “Required Cure Items” as used hereinSubject Assets or the Property in respect of the Subject Assets or the Property, shall meanor any other aspect thereof of any nature whatsoever, collectively, (i) whether or not Purchaser objects thereto, liens evidencing monetary encumbrances (other than liens for non-delinquent real estate taxes), (ii) whether or not Purchaser objects thereto, ad valorem taxes and assessments attributable to 2023 and prior years (payable in 2024 and prior years), and (iii) title matters created by, through or under Seller on or after existence at the Effective Due Diligence Date.

Purchaser’s Investigations. (a) On or before 5:00 p.m. on the Due Diligence Date, the Purchaser shall have until 11:59 p.m. Mountain Time on April 15conduct (subject to compliance with other relevant provisions of this Agreement) all investigations, 2024 (inspections, reviews, tests and audits relating to the “Inspection Period”) to investigate Subject Assets and evaluate the Property and all matters relevant to its acquisition, use, ownership and operation. Purchaser’s right of investigation shall include(including, without limitation, the right to have made, at Purchaser’s expense, a current ALTA survey of the Property (the “Survey”) and any other studies or inspections of the Property as Purchaser may deem necessary or appropriate; provided, however, that all inspections shall occur during normal business hours, not interfere with Seller’s business operations at the Property, and Purchaser shall not conduct or allow any physically intrusive testing of, on or under the Property without first obtaining Seller’s written consent as title to the timing Subject Assets and scope of work to be performed. Seller agrees to cooperate reasonably with any such investigations, inspections or studies made by or at Purchaser’s direction so long as such cooperation is at no material expense or out-of-pocket expense to Seller, including by providing Purchaser with access to the books, records and other documentation pertaining to the Property and readily accessible compliance with Applicable Laws) and in the possession of Seller transactions provided for herein (collectively referred to herein as the "Due Diligence") which the Purchaser deems necessary or Seller’s property managerdesirable. (b) The Purchaser shall have until be entitled, on or before 5:00 p.m. on the expiration of the Inspection Period to review the Title Commitment and the Survey and to advise SellerDue Diligence Date, in writingits sole and absolute discretion, to determine whether it is satisfied with the results of any objection to exceptions, requirements or other matters (each a “matter” for the purposes of this Section 2.2(b) and Section 5.3) set forth thereinits Due Diligence. If The Purchaser objects to any such matters (collectively, the “Disapproved Matters”), Seller may (but shall have no obligation to) satisfy, cure, cause to be cured, or obtain title insurance insuring against the effect of (collectively, “Cure”) the Disapproved Matters. Seller shall notify Purchaser in writing within five (5) days after receipt of Purchaser’s notice of Disapproved Matters whether Seller elects to Cure such matters, at its own expense. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not be satisfied with the result of its Due Diligence unless it delivers to Cure any Disapproved Mattersthe Vendor on or before 5:00 p.m. on the Due Diligence Date a written notice in the form attached hereto (with the relevant details inserted therein) as Schedule H (the "Satisfaction Notice") stating that it is satisfied with the results of its Due Diligence including, without limiting the generality of the foregoing, the contents of the Tenant Estoppels. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any Disapproved Matters, then Purchaser shall notify Seller within five (5) days after receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If the Purchaser fails to timely give the Vendor a Satisfaction Notice by such time, then this Agreement shall terminate automatically at such time and, upon such termination, the Purchaser and Vendor shall be released from all obligations under this Agreement (except for those obligations which are expressly stated to survive the termination of this Agreement) and the Deposit and all interest earned on it shall be returned to the Purchaser. (c) If the Purchaser does deliver the Satisfaction Notice to the Vendor by such noticetime, notwithstanding any other provisions of this Agreement (including, without limitation, Section 2.1), the Purchaser shall be deemed to have elected irrevocably waived its right to proceed to Closingraise any objection to, taking title subject to any Disapproved Matters that Seller has elected (or been deemed to have elected) not or make any Claim regarding, any circumstance, defect, matter or issue in respect of the Subject Assets or the Property, or any other aspect thereof of any nature whatsoever (including, without limitation, any objection or Claim relating to Cure. “Permitted Exceptions,” as used hereafter, shall be those matters reflected in the Title Commitment Vendor's title to the Subject Assets or revealed by the Survey other than: (i) Disapproved Matters that Seller agrees any matter relating to Cure in accordance with this Section 2.2(b) or Section 5.3, and, notwithstanding anything contained in this Section 2.2(b), Section 5.3 or in Seller’s response or deemed response title to any Disapproved Matters notice from Purchaser, (ii) delinquent taxes or assessments, (iii) any deed of trust, mortgage or other lien or monetary encumbrance affecting the Property or the existence of any part thereofEncumbrances (other than Encumbrances to be Discharged), as such title and (ivEncumbrances exist on the Due Diligence Date, any non-compliance with Applicable Laws, or any Contract, Encumbrance or other instrument) any Required Cure Items (as defined below). If Seller elects unless the foregoing first arose or was created after the Due Diligence Date and then only to Cure any Disapproved Matter, whether the extent otherwise permitted pursuant to this Section Agreement. Without limiting the generality of the foregoing, the Purchaser also agrees that it shall not have the right to seek an abatement to the Purchase Price or Section 5.3any other remedy by virtue of any matters Disclosed to the Purchaser prior to the Due Diligence Date or as a result of any circumstance, and fails to do so defect, matter or issue in respect of the Subject Assets or the Property in respect of the Subject Assets or the Property, or any other aspect thereof of any nature whatsoever, in existence at the Due Diligence Date. Notwithstanding the foregoing, however, if the Closing does take place the foregoing does not derogate from the Purchaser's rights in the event of any breach of a representation or warranty made in this Agreement by the Closing Date, Purchaser may terminate this Agreement, whereupon the Deposit shall be returned to Purchaser, and the parties shall be relieved of all further obligations hereunderVendor, except for as is otherwise provided in the Surviving Obligations. “Required Cure Items” as used herein, shall mean, collectively, (i) whether or not Purchaser objects thereto, liens evidencing monetary encumbrances (other than liens for non-delinquent real estate taxes), (ii) whether or not Purchaser objects thereto, ad valorem taxes and assessments attributable to 2023 and prior years (payable in 2024 and prior years), and (iii) title matters created by, through or under Seller on or after the Effective Datelast sentence of Section 2.8.

Purchaser’s Investigations. (a) Prior to the Effective Date, Purchaser shall have until 11:59 p.m. Mountain Time on April 15, 2024 (the “Inspection Period”) to investigate has begun investigation and evaluate evaluation of the Property and all matters relevant to its acquisition, use, ownership and operation. Purchaser’s right of investigation shall continue after the Effective Date and shall include, without limitation, the right to have made, at Purchaser’s expense, a current ALTA survey of the Property (the “Survey”) and any other studies or inspections of the Property as Purchaser may deem necessary or appropriate; provided, however, that all inspections shall occur during normal business hours, upon not interfere with less than two (2) business days’ prior written notice to Seller’s business operations at the Property, and Purchaser shall not conduct or allow any physically intrusive testing of, on or under the Property without first obtaining SellerPrimary Owner’s written consent as to the timing and scope of work to which shall not be performedunreasonably withheld, conditioned or delayed. Seller agrees to cooperate reasonably Purchaser shall not, in connection with its investigations, unreasonably interfere with any such investigationsof the tenants under the Leases, inspections and Purchaser shall not contact any tenants under the Leases or studies made by or at Purchaserany of their representatives without Primary Owner’s direction so long as such cooperation is at no material expense or out-of-pocket expense to Seller, including by providing Purchaser with access to the books, records and other documentation pertaining to the Property and readily accessible and in the possession of Seller or Seller’s property manager. prior written consent. (b) Prior to Closing, Purchaser shall have until obtain an update to the expiration of the Inspection Period to review the Title Commitment and the Existing Survey and to advise Seller, in writing, of any objection to exceptions, requirements or other matters new survey (each a an “matterUpdate,” for and together with the purposes of this Section 2.2(b) and Section 5.3) set forth therein. If Purchaser objects to any such matters (collectivelyExisting Survey, the “Disapproved MattersSurvey”), and deliver a copy of the same to Seller may (but shall have no obligation to) satisfy, cure, cause to be cured, or obtain title insurance insuring against the effect of (collectively, “Cure”) the Disapproved Mattersand Title Company. Seller shall notify Purchaser in writing within five (5) days after receipt of Purchaser’s notice of Disapproved Matters whether Seller elects to Cure such matters, at its own expense. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any Disapproved Matters. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any Disapproved Matters, then Purchaser shall notify Seller within five (5) days after receipt of such notice (or deemed notice) whether Purchaser elects take title in reliance upon a Title Policy that is subject only to terminate this Agreement or to proceed to Closing, taking title subject to such Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to any Disapproved Matters that Seller has elected (or been deemed to have elected) not to Curethe Permitted Exceptions. “Permitted Exceptions,” as used hereafter, shall be constitute: (i) the rights of tenants, as tenants only, under the Leases, (ii) the lien of real estate taxes and assessments, not yet due or payable, for the tax year in which Closing occurs and subsequent years, (iii) those matters reflected in the Title Commitment or pro forma title policy attached hereto as Exhibit I (the “Pro Forma”), and (iv) those matters revealed by the Survey other than: Survey, excluding (i) Disapproved Matters that Seller agrees to Cure in accordance with this Section 2.2(b) or Section 5.3, and, notwithstanding anything contained in this Section 2.2(b), Section 5.3 or in Seller’s response or deemed response to any Disapproved Matters notice from Purchaser, (iia) delinquent taxes or assessments, (iiib) any deed of trust, mortgage or other lien or monetary encumbrance affecting the Property or any part thereofthereof not created by, through, or under Purchaser, and (ivc) any Required Cure Items (as defined below). If Seller elects to Cure any Disapproved Matter, whether pursuant to this Section or Section 5.3, and fails to do so encumbrance created by the Closing Date, Purchaser may terminate this Agreement, whereupon the Deposit shall be returned to Purchaser, and the parties shall be relieved of all further obligations hereunder, except for the Surviving Obligations. “Required Cure Items” as used herein, shall mean, collectively, (i) whether or not Purchaser objects thereto, liens evidencing monetary encumbrances (a party other than liens for non-delinquent real estate taxes), (ii) whether Purchaser or not Purchaser objects thereto, ad valorem taxes and assessments attributable to 2023 and prior years (payable in 2024 and prior years), and (iii) title matters created by, through or under Seller on or its agents after the Effective Date.Date and without Purchaser’s consent. In no event shall Seller be obligated to satisfy any requirement contained in the Title Commitment, other than obligations expressly stated herein, in order to cause any exceptions to be removed or endorsements to be issued. 4