Common use of Submission Matters Clause in Contracts

Submission Matters. (a) To the extent that Seller has not already done so, Seller shall within five (5) business days deliver to Buyer copies of the following (the “Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or in the possession of any of Seller’s manager, consultants or agents: (i) revenue and expense reports, or equivalent, in the form prepared by the property manager for the most recent twenty-four (24) months (“Operating Reports”); (ii) copies of any Service Contracts which are currently in effect; (iii) the aged delinquency report(s) for the previous twelve (12) months, in the form prepared by the property manager; (iv) Seller’s most current Owner’s Title Policy (with the amount of the coverage removed); (v) an inventory of the Personal Property, which inventory shall identify which items are leased and which items are owned by, as appropriate, the Seller or Seller’s property manager; (vi) a rent roll, as of a recent date in the form provided to Seller by its property manager (“Rent Roll”); (vii) copies of all tax (real and personal property) bills for the current year and the immediately preceding year together with the current tax assessment information; (viii) copies of all utility bills for the most recent two (2) months; (ix) the Phase I Environmental Site Assessment prepared by Pinnacle Sciences, Inc., dated October 5, 2002 (“Existing Environmental Report”); and (x) the insurance claim report for any insurance claims made with regard to the Property in the most recent twelve (12) months. (b) In addition, Seller has or will cause to be made available to Buyer for inspection at the Property the following (the “Additional Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or control: (i) copies of any plans and specifications; (ii) (iii) (iv) maintenance records for the Property; tenant correspondence files; books and records for the Property; (v) copies of Tenant Leases; (vi) copies of any certificates of occupancy; and (vii) copies of any warranties or guaranties applicable to the Property. (c) Seller has delivered to Buyer that certain termite contract (“Termite Agreement”) issued by Chief Pest Control, Inc., dated April 27, 2008. Seller shall assign to Buyer at Closing all of Seller’s rights under the Termite Agreement. (d) Any failure of Seller to timely deliver any of the Submission Matters or make available any of the Additional Submission Matters will not extend the Feasibility Period beyond the period prescribed in Section 5(a) hereof, and Buyer’s sole and exclusive remedy on account of any such failure will be to terminate this Contract prior to the expiration of the Feasibility Period in accordance with the provisions of such Section 5(a). Except as expressly provided in Section 12 hereof, Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Submission Matters or the Additional Submission Matters. (e) The non-public Submission Materials, the Additional Submission Matters and the Termite Report (together with any other information regarding the Property made available to Buyer) are confidential and shall not be distributed or disclosed by Buyer to any person or entity, except as may be required by law, provided that Buyer may disclose the Submission Materials to the Buyer Group provided such parties are made aware of the confidential nature of such information. If the transaction evidenced hereby fails to close for any reason whatsoever, upon Seller’s written request, Buyer shall (i) return to Seller or destroy (with notice to Seller that Buyer has so destroyed) all copies of the Submission Materials which Seller or its agents may have delivered to Buyer (together with any other information regarding the Property made available to Buyer by Seller), and (ii) make available to Seller copies of Buyer’s environmental reports, structural reports and similar inspection reports relating to the Property prepared for Buyer by third party consultants, to the extent Buyer is contractually permitted to do so under its contracts with such third party consultants.

Submission Matters. (a) To the extent that Seller has not already done so, Seller shall within five (5) business days deliver to Buyer copies of the following (the “Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or in the possession of any of Seller’s manager, consultants or agentspossession: (i) revenue and expense reports, or equivalent, in the form prepared by the property manager for the most recent twenty-four (24) months (“Operating Reports”); (ii) copies of any Service Contracts which are currently in effect; (iii) the aged delinquency report(s) for the previous twelve (12) months, in the form prepared by the property manager; (iv) Seller’s most current Owner’s Title Policy (with the amount of the coverage removed); (v) an inventory of the Personal Property, which inventory shall identify which items are leased and which items are owned by, as appropriate, the Seller or Seller’s property manager; (vi) a rent roll, as of a recent date in the form provided to Seller by its property manager (“Rent Roll”); (vii) copies of all tax (real and personal property) bills for the current year and the immediately preceding year together with the current tax assessment information; (viii) copies of all utility bills for the most recent two twelve (212) months; (ix) the Phase I Environmental Site Assessment prepared by Pinnacle Sciences, Inc.Alpha Testing Company, dated October 5November 2, 2002 2005 (“Existing Environmental Report”); and (x) the insurance claim report for any insurance claims made with regard to the Property in the most recent twelve (12) months. (b) In addition, Seller has or will cause to be made available to Buyer for inspection at the Property the following (the “Additional Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or control: (i) copies of any plans and specifications; (ii) (iii) (iv) maintenance records for the Property; tenant correspondence files; books and records for the Property; (v) copies of Tenant Leases; (vi) copies of any certificates of occupancy; and (vii) copies of any warranties or guaranties applicable to the Property. (c) Seller has delivered to Buyer that certain termite contract Subterranean Termite Agreement (“Termite Agreement”) issued by Chief Pest Triple L Termite Control, Inc., dated April 27, 2008. Seller shall assign to Buyer at Closing all of Seller’s rights under the Termite Agreement. (d) Any failure of Seller to timely deliver any of the Submission Matters or make available any of the Additional Submission Matters will not extend the Feasibility Period beyond the period prescribed in Section 5(a) hereof, and Buyer’s sole and exclusive remedy on account of any such failure will be to terminate this Contract prior to the expiration of the Feasibility Period in accordance with the provisions of such Section 5(a). Except as expressly provided in Section 12 hereof, Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Submission Matters or the Additional Submission Matters. (e) The non-public Submission Materials, the Additional Submission Matters and the Termite Report (together with any other information regarding the Property made available to Buyer) are confidential and shall not be distributed or disclosed by Buyer to any person or entity, except as may be required by law, provided that Buyer may disclose the Submission Materials to the Buyer Group provided such parties are made aware of the confidential nature of such information. If the transaction evidenced hereby fails to close for any reason whatsoever, upon Seller’s written request, Buyer shall (i) return to Seller or destroy (with notice to Seller that Buyer has so destroyed) all copies of the Submission Materials which Seller or its agents may have delivered to Buyer (together with any other information regarding the Property made available to Buyer by SellerBuyer), and (ii) make available to Seller copies of Buyer’s environmental reports, structural reports and similar inspection reports relating to the Property prepared for Buyer by third party consultants, to the extent Buyer is contractually permitted to do so under its contracts with such third party consultants.

Submission Matters. (a) To the extent that Seller has not already done so, Seller shall use reasonable diligence to attempt to deliver to Buyer within five (5) business days deliver to Buyer after the Effective Date, copies of the following (the “Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or in the actual possession of any of Seller’s manager, consultants or agentsmanagement company: (ia) revenue a standard form of Tenant Lease used with respect to the Property; (b) all Service Contracts relating to the ownership and expense reportsoperation of the Property; (c) all licenses and permits with respect to the ownership and operation of the Property, including, but not limited to, building permits and certificates of occupancy; (d) the most current real estate and personal property tax statements with respect to the Property; (e) all warranties and guaranties relating to the Property, or equivalentany part thereof, in or to the form tangible Personal Property; (f) a rent roll as of a date not more than thirty (30) days prior to the Effective Date prepared by the property manager management company managing the Property on the standard form in use for the most recent twenty-four (24) months (“Operating Reports”); (ii) copies of any Service Contracts which are currently in effect; (iii) the aged delinquency report(s) for the previous twelve (12) months, in the form prepared by the property manager; (iv) Seller’s most current Owner’s Title Policy (with the amount of the coverage removed); (v) an inventory of the Personal Property, which inventory shall identify which items are leased and which items are owned by, as appropriate, the Seller or Seller’s property manager; (vi) a rent roll, as of a recent date in the form provided to Seller by its property manager (“Rent Roll”); (vii) copies of all tax (real and personal property) bills for the current year and the immediately preceding year together with the current tax assessment information; (viii) copies of all utility bills for the most recent two (2) months; (ix) the Phase I Environmental Site Assessment prepared by Pinnacle Sciences, Inc., dated October 5, 2002 (“Existing Environmental Report”); and (xg) the insurance claim report operating reports for any insurance claims made with regard to the Property in the most recent twelve (12) months. (b) months prepared by the management company managing the Property. In addition, Seller has or will cause to be made available to Buyer for inspection at the Property the following (the “Additional Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or controlpossession: (i) copies of any plans and specificationstwelve (12) most recent utility bills relating to the Property; (ii) (iii) (iv) maintenance records for the Property; tenant correspondence files; books and records for the Property; (v) copies of all Tenant Leases; (vi) copies of any certificates of occupancy; and (viiiii) copies of any warranties or guaranties applicable to the Property. (c) Seller has delivered to Buyer that certain termite contract (“Termite Agreement”) issued by Chief Pest Controldelinquency logs, Inc.tenant complaint logs, dated April 27, 2008repair/maintenance logs and records. Seller shall assign to Buyer at Closing all of Seller’s rights under the Termite Agreement. (d) Any failure of Seller to timely deliver any of the Submission Matters or make available any of the Additional Submission Matters will not extend the Feasibility Period beyond the period prescribed in Section 5(a) hereof, and Buyer’s sole and exclusive remedy on account of any such failure will be to terminate this Contract prior to the expiration of the Feasibility Period in accordance with the provisions of such Section 5(a). Except as expressly provided in Section 12 hereof, Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Submission Matters or the Additional Submission Matters. (e) The non-public Submission Materials, the Additional Submission Matters and the Termite Report (together with any other information regarding the Property made available to Buyer) are confidential and shall not be distributed or disclosed by Buyer to any person or entity, except as may be required by law, provided that Buyer may disclose the Submission Materials to the Buyer Group provided such parties are made aware of the confidential nature of such information. If the transaction evidenced hereby fails to close for any reason whatsoever, upon Seller’s written request, Buyer shall (i) return to Seller or destroy (with notice to Seller that Buyer has so destroyed) all copies of the Submission Materials which Seller or its agents may have delivered to Buyer (together with any other information regarding the Property made available to Buyer by Seller), and (ii) make available to Seller copies of Buyer’s environmental reports, structural reports and similar inspection reports relating to the Property prepared for Buyer by third party consultants, to the extent Buyer is contractually permitted to do so under its contracts with such third party consultants.

Submission Matters. (a) To the extent that Seller has not already done so, Seller shall within five (5) business days deliver to Buyer copies of the following (the “"Submission Matters”"), to the extent (and only to the extent) that such items are available and in Seller’s 's actual possession or in the possession of any of Seller’s manager, consultants or agentspossession: (i) the Tenant Leases; (ii) revenue and expense reports, or equivalent, in the form prepared by the property manager for the most recent twenty-four 2002 and 2003 (24) months (“"Operating Reports”"); (ii) copies of any Service Contracts which are currently in effect; (iii) the aged delinquency report(s) for the previous twelve (12) 24 months, in the form prepared by the property manager; (iv) copies of any service or maintenance contracts which are currently in effect ("Service Contracts"); (v) Seller’s 's most current Owner’s 's Title Policy (with the amount of the coverage removed); (vvi) an Elevator Modernization Contract dated August 28, 2003 as amended November 14, 2003 by and between Seller and Xxxxxxxxx Elevator ("Elevator Contract"); (vii) Lobby modernization plans prepared by Architeam, Architects and Interior Designers ("Lobby Plans"); (viii) Parking Garage Lease Agreement dated as of May 31, 1953, regarding the elm street garage ("Parking Agreement"); (ix) An inventory of the Personal Property, which inventory shall identify which items are leased and which items are owned by, as appropriate, the Seller or Seller’s property manager; (vix) a A rent roll, roll as of a recent date in the form provided to Seller by its property manager (“Rent Roll”)manager; (viixi) copies of all utility and tax (real and personal property) bills for the current year and the immediately preceding year together with the current tax assessment information; (viii) copies of all utility bills for the most recent two (2) months; (ix) the Phase I Environmental Site Assessment prepared by Pinnacle Sciences, Inc., dated October 5, 2002 (“Existing Environmental Report”); and (xxii) copies of any certificates of occupancy; (b) Seller is currently in the insurance claim report process of finalizing the contract for any insurance claims made the modernization of the lobby of the Building in accordance with regard the Lobby Plans ("Lobby Contract"). At least five (5) days prior to the Property in expiration of the most recent twelve (12) monthsFeasibility Period, Seller shall provide to Buyer a copy of the executed Lobby Contract. (bc) In addition, Seller has or will cause to be made available to Buyer for inspection at the Property the following (the “"Additional Submission Matters”"), to the extent (and only to the extent) that such items are available and in Seller’s 's actual possession or control: (i) copies of any plans and specifications; (ii) (iii) (iv) maintenance records for the Property; and iii) tenant correspondence files; books and records for the Property; (v) copies of Tenant Leases; (vi) copies of any certificates of occupancy; and (vii) copies of any warranties or guaranties applicable to the Property. (c) Seller has delivered to Buyer that certain termite contract (“Termite Agreement”) issued by Chief Pest Control, Inc., dated April 27, 2008. Seller shall assign to Buyer at Closing all of Seller’s rights under the Termite Agreement. (d) Any failure of Seller to timely deliver any of the Submission Matters or make available any of the Additional Submission Matters will not extend the Feasibility Period beyond the period prescribed in Section 5(a5.(a) hereof, and Buyer’s 's sole and exclusive remedy on account of any such failure will be to terminate this Contract prior to the expiration of the Feasibility Period in accordance with the provisions of such Section 5(a)3.2. Except as expressly provided in Section 12 hereof, Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Submission Matters or the Additional Submission Matters. (e) The non-public Submission Materials, Materials and the Additional Submission Matters and the Termite Report (together with any other information regarding the Property made available to Buyer) are confidential and shall not be distributed or disclosed by Buyer to any person or entity, except as may be required by law, provided that Buyer may disclose the Submission Materials to the Buyer Group provided such parties are made aware of the confidential nature of such information. If the transaction evidenced hereby fails to close for any reason whatsoever, upon Seller’s written request, Buyer shall (i) return to Seller or destroy (with notice to Seller that Buyer has so destroyed) all copies of the Submission Materials which Seller or its agents may have delivered to Buyer (together with any other information regarding the Property made available to Buyer by SellerBuyer), and (ii) make available to Seller copies of Buyer’s environmental reports, structural reports and similar inspection reports relating to the Property prepared for Buyer by third party consultants, to the extent Buyer is contractually permitted to do so under its contracts with such third party consultants.

Submission Matters. (a) To the extent that Seller has not already done so, Seller shall within five (5) business days deliver to Buyer copies of the following (the “Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or in the possession of any of Seller’s manager, consultants or agentspossession: (i) revenue and expense reports, or equivalent, in the form prepared by the property manager for the most recent twenty-four (24) months (“Operating Reports”);; Contract of Sale — Hidden Lake Apartments (ii) copies of any Service Contracts which are currently in effect; (iii) the aged delinquency report(s) for the previous twelve (12) months, in the form prepared by the property manager; (iv) Seller’s most current Owner’s Title Policy (with the amount of the coverage removed); (v) an inventory of the Personal Property, which inventory shall identify which items are leased and which items are owned by, as appropriate, the Seller or Seller’s property manager; (vi) a rent roll, as of a recent date in the form provided to Seller by its property manager (“Rent Roll”); (vii) copies of all tax (real and personal property) bills for the current year and the immediately preceding year together with the current tax assessment information; (viii) copies of all utility bills for the most recent two twelve (212) months; (ix) the Phase I Environmental Site Assessment prepared by Pinnacle SciencesRxxx-Xxxxxxx Consultants, Inc., Project NO. ASF99-163-00, dated October 5September, 2002 1999 (“Existing Environmental Report”); and (x) the insurance claim report for any insurance claims made with regard to the Property in the most recent twelve (12) months. (b) In addition, Seller has or will cause to be made available to Buyer for inspection at the Property the following (the “Additional Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or control: (i) copies of any plans and specifications; (ii) (iii) (iv) maintenance records for the Property; ; (iii) tenant correspondence files; ; (iv) books and records for the Property; (v) copies of Tenant Leases; (vi) copies of the plans for the New Buildings (“New Building Plans”) (vii) copies of any certificates of occupancy; and (viiviii) copies of any warranties or guaranties applicable to the Property. (c) As soon as practicable, Seller has delivered shall provide to Buyer that certain termite contract a written report dated within 30 days of the Effective Date by a licensed pest control agent showing no visible property damage or infestation from termites or other pests (“Termite AgreementReport”) issued by Chief Pest Control). If the Termite Report shows any visible property damage or infestation from termites or other pests, Inc., dated April 27, 2008. Seller shall assign either repair such damage prior to the Closing or Buyer at Closing all shall have the option to either: (i) Contract of Seller’s Sale — Hidden Lake Apartments terminate this Contract, in which case the Exxxxxx Money shall be refunded to Buyer, and neither party will have any further rights under or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive the Termite Agreementunsatisfied objection and proceed to Closing. (d) Any failure of Seller to timely deliver any of the Submission Matters or make available any of the Additional Submission Matters will not extend the Feasibility Period beyond the period prescribed in Section 5(a) hereof, and Buyer’s sole and exclusive remedy on account of any such failure will be to terminate this Contract prior to the expiration of the Feasibility Period in accordance with the provisions of such Section 5(a). Except as expressly provided in Section 12 hereof, Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Submission Matters or the Additional Submission Matters. (e) The non-public Submission Materials, the Additional Submission Matters and the Termite Report (together with any other information regarding the Property made available to Buyer) are confidential and shall not be distributed or disclosed by Buyer to any person or entity, except as may be required by law, provided that Buyer may disclose the Submission Materials to the Buyer Group provided such parties are made aware of the confidential nature of such information. If the transaction evidenced hereby fails to close for any reason whatsoever, upon Seller’s written request, Buyer shall (i) return to Seller or destroy (with notice to Seller that Buyer has so destroyed) all copies of the Submission Materials which Seller or its agents may have delivered to Buyer (together with any other information regarding the Property made available to Buyer by SellerBuyer), and (ii) make available to Seller copies of Buyer’s environmental reports, structural reports and similar inspection reports relating to the Property prepared for Buyer by third party consultants, to the extent Buyer is contractually permitted to do so under its contracts with such third party consultants.

Submission Matters. (a) To the extent that Seller has not already done so, Seller shall within five (5) business days deliver to Buyer copies of the following (the “Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or in the possession of any of Seller’s manager, consultants or agentspossession: (i) revenue and expense reports, or equivalent, in the form prepared by the property manager for the most recent twenty-four (24) months (“Operating Reports”); (ii) copies of any Service Contracts which are currently in effect; (iii) the aged delinquency report(s) for the previous twelve (12) months, in the form prepared by the property manager; (iv) Seller’s most current Owner’s Title Policy (with the amount of the coverage removed); (v) an inventory of the Personal Property, which inventory shall identify which items are leased and which items are owned by, as appropriate, the Seller or Seller’s property manager; (vi) a rent roll, as of a recent date in the form provided to Seller by its property manager (“Rent Roll”);; Contract of Sale — Wxxxxx Ranch Apartments (vii) copies of all tax (real and personal property) bills for the current year and the immediately preceding year together with the current tax assessment information; (viii) copies of all utility bills for the most recent two twelve (212) months; (ix) the Phase I Environmental Site Assessment prepared by Pinnacle SciencesRxxx-Xxxxxxx Consultants, Inc., Project NO. ASF99-163-00, dated October 5September, 2002 1999 (“Existing Environmental Report”); and (x) the insurance claim report for any insurance claims made with regard to the Property in the most recent twelve (12) months. (b) In addition, Seller has or will cause to be made available to Buyer for inspection at the Property the following (the “Additional Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or control: (i) copies of any plans and specifications; (ii) (iii) (iv) maintenance records for the Property; ; (iii) tenant correspondence files; ; (iv) books and records for the Property; (v) copies of Tenant Leases; (vi) copies of any certificates of occupancy; and (vii) copies of any warranties or guaranties applicable to the Property. (c) As soon as practicable, Seller has delivered shall provide to Buyer that certain termite contract a written report dated within 30 days of the Effective Date by a licensed pest control agent showing no visible property damage or infestation from termites or other pests (“Termite AgreementReport”) issued by Chief Pest Control). If the Termite Report shows any visible property damage or infestation from termites or other pests, Inc., dated April 27, 2008. Seller shall assign either repair such damage prior to the Closing or Buyer at Closing all of Seller’s shall have the option to either: (i) terminate this Contract, in which case the Exxxxxx Money shall be refunded to Buyer, and neither party will have any further rights under or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive the Termite Agreementunsatisfied objection and proceed to Closing. (d) Any failure of Seller to timely deliver any of the Submission Matters or make available any of the Additional Submission Matters will not extend the Feasibility Period beyond the period prescribed in Section 5(a) hereof, and Buyer’s sole and exclusive remedy on account of any such failure will be to terminate this Contract prior to the expiration of the Feasibility Period in accordance with the provisions of such Section 5(a). Except as expressly provided in Section 12 hereof, Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Submission Matters or the Additional Submission Matters. (e) The non-public Submission Materials, the Additional Submission Matters and the Termite Report (together with any other information regarding the Property made Contract of Sale — Wxxxxx Ranch Apartments available to Buyer) are confidential and shall not be distributed or disclosed by Buyer to any person or entity, except as may be required by law, provided that Buyer may disclose the Submission Materials to the Buyer Group provided such parties are made aware of the confidential nature of such information. If the transaction evidenced hereby fails to close for any reason whatsoever, upon Seller’s written request, Buyer shall (i) return to Seller or destroy (with notice to Seller that Buyer has so destroyed) all copies of the Submission Materials which Seller or its agents may have delivered to Buyer (together with any other information regarding the Property made available to Buyer by SellerBuyer), and (ii) make available to Seller copies of Buyer’s environmental reports, structural reports and similar inspection reports relating to the Property prepared for Buyer by third party consultants, to the extent Buyer is contractually permitted to do so under its contracts with such third party consultants.

Submission Matters. (a) To the extent that Seller has not already done so, Seller shall within five (5) business days deliver to Buyer within five days after the Effective Date, copies of the following (the “Submission Matters”)): (i) a standard form of Tenant Lease used with respect to the Property; (ii) all Service Contracts relating to the ownership and operation of the Property; (iii) a list of the Personal Property; (iv) all licenses and permits with respect to the ownership and operation of the Property, including building permits and certificates of occupancy; (v) the most current real estate and personal property tax statements with respect to the Property; (vi) to the extent (and only to the extent) that such items are available and in Seller’s actual possession or in the actual possession of any of Seller’s managermanagement company, consultants all warranties and guaranties relating to the Property, or agents:any part thereof, or to the Personal Property; (ivii) revenue and expense reports, or equivalent, in a schedule of leases at the form Property dated as of a date not more than 30 days prior to the Effective Date (“Initial Lease Schedule”) prepared by the property manager for management company managing the most recent twenty-four Property showing the following information: (24a) months unit number, and (“Operating Reports”)b) tenant name; (ii) copies of any Service Contracts which are currently in effect; (iii) the aged delinquency report(s) for the previous twelve (12) months, in the form prepared by the property manager; (iv) Seller’s most current Owner’s Title Policy (with the amount of the coverage removed); (v) an inventory of the Personal Property, which inventory shall identify which items are leased and which items are owned by, as appropriate, the Seller or Seller’s property manager; (viviii) a rent roll, roll dated as of a recent date in not more than 30 days prior to the form provided to Seller by its property manager Effective Date (“Rent Roll”); ) prepared by the management company managing the Property showing, at a minimum, the following information with respect to all tenants of the Property, including retail tenants: (viia) copies unit number, (b) tenant name, (c) rental rate, (d) expiration date of all tax the tenant lease, (real e) amount of deposits, and personal property(f) bills for the current year and the immediately preceding year together with the current tax assessment information; (viii) copies of all utility bills for the most recent two (2) monthsmove-in date; (ix) operating reports for the Phase I Environmental Site Assessment most recent 24 months prepared by Pinnacle Sciencesthe management company managing the Property, Inc., dated October 5, 2002 (“Existing Environmental Report”); andshowing all items of income and expense and all deposits; (x) the insurance claim report for any insurance claims made with regard to the Property in the most recent twelve (12) months. (b) In addition, Seller has or will cause to be made available to Buyer for inspection at the Property the following (the “Additional Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or control: (i) copies in the actual possession of any plans Seller’s management company, all environmental and specificationssoils reports; (iixi) to the extent (iiiand only to the extent) (iv) maintenance records for that such items are available and in Seller’s actual possession or in the actual possession of Seller’s management company, non-privileged correspondence and pleadings in pending lawsuits affecting the Property; tenant correspondence files; books , if any; (xii) a list of repairs done to the Property within the last 12 months that individually have a cost of more than $5,000; (xiii) to the extent (and records for only to the extent) that such items are available and in Seller’s actual possession or in the actual possession of Seller’s management company, the bonds and/or warranties of any roof, foundation, or pest control (including termite) work performed on the Property; (vxiv) copies a schedule of Tenant Leasesall insurance claims over the past three years that relate to the Property, including crime and casualty claims; (vixv) copies to the extent (and only to the extent) received by Seller or Seller’s management company, all orders affecting the Property sent by any governmental agencies; (xvi) a description of all pending and threatened litigation, if any, affecting the Property; (xvii) to the extent (and only to the extent) received by Seller or Seller’s management company, any written notices either (i) claiming violation of any certificates applicable law or restrictive covenant affecting any portion of occupancythe Land, Improvements or Personal Property, or (ii) requiring or calling attention to the need for any work, repairs, construction, alterations or installation in connection with the Land and Improvements which is required in order to comply with any law or restrictive covenant; and (viixviii) copies a list of any warranties or guaranties applicable to the Property. (c) Seller has delivered to Buyer that certain termite contract (“Termite Agreement”) issued by Chief Pest Control, Inc., dated April 27, 2008. Seller shall assign to Buyer at Closing all employees of Seller, including each employee’s rights under the Termite Agreementstart date and salary. (d) Any failure of Seller to timely deliver any of the Submission Matters or make available any of the Additional Submission Matters will not extend the Feasibility Period beyond the period prescribed in Section 5(a) hereof, and Buyer’s sole and exclusive remedy on account of any such failure will be to terminate this Contract prior to the expiration of the Feasibility Period in accordance with the provisions of such Section 5(a). Except as expressly provided in Section 12 hereof, Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Submission Matters or the Additional Submission Matters. (e) The non-public Submission Materials, the Additional Submission Matters and the Termite Report (together with any other information regarding the Property made available to Buyer) are confidential and shall not be distributed or disclosed by Buyer to any person or entity, except as may be required by law, provided that Buyer may disclose the Submission Materials to the Buyer Group provided such parties are made aware of the confidential nature of such information. If the transaction evidenced hereby fails to close for any reason whatsoever, upon Seller’s written request, Buyer shall (i) return to Seller or destroy (with notice to Seller that Buyer has so destroyed) all copies of the Submission Materials which Seller or its agents may have delivered to Buyer (together with any other information regarding the Property made available to Buyer by Seller), and (ii) make available to Seller copies of Buyer’s environmental reports, structural reports and similar inspection reports relating to the Property prepared for Buyer by third party consultants, to the extent Buyer is contractually permitted to do so under its contracts with such third party consultants.

Submission Matters. (a) To Seller will use reasonable diligence to cause to be delivered to Purchaser (or made available to Purchaser at the extent that Seller has not already done soProperty or on a datasite [the “Datasite”]), Seller shall within five three (53) business days deliver to Buyer Business Days after the Effective Date, copies of the following (the “Submission Matters”), to the extent (and only to the extent) that such these items are available and in Seller’s actual possession or in the possession of any of Seller’s manager, consultants or agentspossession: (i) revenue and expense reports, or equivalent, in the form prepared by the property manager for the most recent twenty-four (24) months (“Operating Reports”)Lease; (ii) copies all service, maintenance or other contracts relating to the ownership and operation of any Service Contracts which are currently in effectthe Property; (iii) all licenses and permits with respect to the aged delinquency report(s) for ownership and operation of the previous twelve (12) monthsProperty, in the form prepared by the property managerincluding, but not limited to, building permits and certificates of occupancy; (iv) Seller’s the most current Owner’s Title Policy (real estate and personal property tax statements with respect to the amount of the coverage removed)Property; (v) an inventory of all warranties and guaranties relating to the Property, or any part thereof, or to the tangible Personal Property, which inventory shall identify which items are leased and which items are owned by, as appropriate, the Seller or Seller’s property manager; (vi) a rent roll, as of a recent date in all plans and specifications for the form provided to Seller by its property manager (“Rent Roll”)Property; (vii) copies a rent roll as of all tax (real and personal property) bills for the current year and the immediately preceding year together with the current tax assessment information;a recent date; and (viii) copies of all utility bills operating reports for the most recent two (2) months; (ix) the Phase I Environmental Site Assessment prepared by Pinnacle Sciences, Inc., dated October 5, 2002 (“Existing Environmental Report”); and (x) the insurance claim report for any insurance claims made with regard to the Property in the most recent twelve (12) monthsmonths prepared by the management company managing the Property. (b) In addition, Seller has or will cause to be made available to Buyer Purchaser for inspection at the Property the following (the “Additional Submission Matters”), to the extent (and only to the extent) that such these items are available and in Seller’s actual possession or controlpossession: (i) copies The most recent twelve (12) months of any plans and specifications;utility bills relating to the Property; and (ii) (iii) (iv) Delinquency logs, tenant complaint logs, repair/maintenance records for the Property; tenant correspondence files; books logs and records for the Property; (v) copies of Tenant Leases; (vi) copies of any certificates of occupancy; and (vii) copies of any warranties or guaranties applicable to the Propertyrecords. (c) Seller has delivered to Buyer that certain termite contract (“Termite Agreement”) issued by Chief Pest Control, Inc., dated April 27, 2008. Seller shall assign to Buyer at Closing all of Seller’s rights under the Termite Agreement. (d) Any failure of Seller to timely deliver or make available any of the Submission Matters or make available any of the Additional Submission Matters will not extend the Feasibility Period beyond the period prescribed in Section 5(a) hereofInspection Period, and BuyerPurchaser’s sole and exclusive remedy on account of any such failure will for Seller’s failure, if any, shall be to terminate this Contract prior to Agreement before the expiration of the Feasibility Inspection Period in accordance with the provisions of such Section 5(a)5 hereof. Except as otherwise expressly provided in Section 12 hereofset forth herein, Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Submission Matters or the Additional Submission Matters. (e) The non-public , and Purchaser acknowledges that the Submission Materials, Matters and the Additional Submission Matters and the Termite Report (together with any other information regarding the Property made available to Buyer) are confidential will be for informational purposes only and shall not be distributed give Purchaser any cause of action against Seller or disclosed by Buyer the preparer, absent an agreement from the preparer that Purchaser is entitled to any person or entity, except as may be required by law, provided that Buyer may disclose rely on a particular matter. In no event will the Submission Materials Matters or the Additional Submission Matters include appraisals, valuation memos, or correspondence related to the Buyer Group provided such parties are made aware sale of the confidential nature Property. (d) Upon the written request of such information. If the transaction evidenced hereby fails Purchaser delivered prior to close for any reason whatsoever, upon Seller’s written request, Buyer shall (i) return to Seller or destroy (with notice to Seller that Buyer has so destroyed) all copies expiration of the Submission Materials which Seller or its agents may have delivered to Buyer Inspection Period (together with any other information regarding the Property made available to Buyer by Seller“Termination List Notice”), Seller shall, on or before the Closing Date, deliver notices of termination to vendors under service, maintenance, construction, supply and improvement contracts, and equipment leases listed on Schedule 7(d), attached hereto and made a part hereof for all purposes, with respect to the Property, as such contracts and agreements are specified by Purchaser in the Termination List Notice (ii) make available to collectively, the “Identified Contracts”), terminating such Identified Contracts effective upon the Closing Date. Purchaser understands and agrees that, at Closing, Purchaser shall assume, from and after the Closing Date, the obligations of Seller copies of Buyer’s environmental reportsunder service, structural reports maintenance, construction, supply and similar inspection reports relating improvement contracts, and equipment leases with respect to the Property prepared for Buyer by third party consultantsthat were not timely identified in the Termination List Notice (each, to the extent Buyer is contractually permitted to do so under its contracts with such third party consultantsan “Assumed Contract”).

Submission Matters. (a) To the extent that Seller has not already done so, Seller shall use reasonable diligence to attempt to deliver or make available to Buyer pursuant to an electronic datasite within five (5) business days deliver to Buyer after the Effective Date, copies of the following (the “Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or in the actual possession of any of Seller’s managermanagement company: (a) a standard form of lease for the rental of apartment units used with respect to the Property; (b) all Service Contracts relating to the ownership and operation of the Property; (c) all licenses, consultants permits, entitlements and governmental authorizations with respect to the ownership and operation of the Property, including, but not limited to, building permits and certificates of occupancy; NAI-1500426046v5 (d) 2013 and 2014 real estate and personal property tax statements with respect to the Property; (e) all warranties and guaranties relating to the Property or agents:any part thereof or to the tangible Personal Property; (f) a rent roll as of a date not more than thirty (30) days prior to the Effective Date prepared by the management company managing the Property on the standard form in use for the Property; (g) operating report statements for year-to-date 2015, both monthly and year-to-date, and annual statements as of the end of the calendar or fiscal year for the years of 2014 and 2013 for the Property; (h) the environmental report dated December 17, 2012 prepared by CBRE, Inc.; (i) revenue and expense reports, or equivalent, current leasing criteria for apartment units in the form prepared by the property manager for the most recent twenty-four (24) months (“Operating Reports”)Property; (ii) copies of any Service Contracts which are currently in effect; (iii) the aged delinquency report(s) for the previous twelve (12) months, in the form prepared by the property manager; (iv) Seller’s most current Owner’s Title Policy (with the amount of the coverage removed); (v) an inventory of the Personal Property, which inventory shall identify which items are leased and which items are owned by, as appropriate, the Seller or Seller’s property manager; (vi) a rent roll, as of a recent date in the form provided to Seller by its property manager (“Rent Roll”); (viij) copies of all tax (real and personal property) bills bank statements for accounts related to the Property for the current year year-to-date and the immediately preceding year together with the current tax assessment information; (viii) copies of all utility bills for the most recent two (2) months; (ix) the Phase I Environmental Site Assessment prepared by Pinnacle Sciences, Inc., dated October 5, 2002 (“Existing Environmental Report”)prior year; and (xk) the insurance claim report for any insurance claims made with regard to the Property in the most recent twelve (12) months. (b) a list of all Personal Property. In addition, Seller has or will cause to be made available to Buyer for inspection at the Property the following (the “Additional Submission Matters”), to the extent (and only to the extent) that such items are available and in Seller’s actual possession or controlin the actual possession of Seller’s management company: (i) copies of any plans and specificationstwelve (12) most recent monthly utility bills relating to the Property; (ii) all Tenant Leases; (iii) delinquency logs, tenant complaint logs, repair/maintenance logs and records; (iv) maintenance records for copies of any and all unresolved written notices of code or zoning violations affecting the Property by all governmental authorities having jurisdiction over the Property; tenant correspondence files; books and records for the Property;and (v) copies of Tenant Leases; documents relating to any pending or threatened liens, lawsuits or condemnations relating to Seller or the Property (vi) copies of provided however, any certificates of occupancy; and (vii) copies of any warranties or guaranties applicable such threatened matters are limited to the Property. (c) Seller has those which have been made in writing and delivered to Buyer that certain termite contract (“Termite Agreement”) issued by Chief Pest Control, Inc., dated April 27, 2008Seller). Seller shall assign to Buyer at Closing all of Seller’s rights under the Termite Agreement. (d) Any failure of Seller to timely deliver any of the Submission Matters or make available any of the Additional Submission Matters will not extend the Feasibility Period beyond the period prescribed in Section 5(a5(a)(i) hereof, and Buyer’s sole and exclusive remedy on NAI-1500426046v5 account of any such failure will be to terminate this Contract prior to the expiration of the Feasibility Period in accordance with the provisions of such Section 5(a5(a)(v). Except as expressly provided in Section 12 hereof, Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Submission Matters or the Additional Submission Matters. (e) The non-public Submission Materials, the Additional Submission Matters and the Termite Report (together with any other information regarding the Property made available to Buyer) are confidential and shall not be distributed or disclosed by Buyer to any person or entity, except as may be required by law, provided that Buyer may disclose the Submission Materials to the Buyer Group provided such parties are made aware of the confidential nature of such information. If the transaction evidenced hereby fails to close for any reason whatsoever, upon Seller’s written request, Buyer shall (i) return to Seller or destroy (with notice to Seller that Buyer has so destroyed) all copies of the Submission Materials which Seller or its agents may have delivered to Buyer (together with any other information regarding the Property made available to Buyer by Seller), and (ii) make available to Seller copies of Buyer’s environmental reports, structural reports and similar inspection reports relating to the Property prepared for Buyer by third party consultants, to the extent Buyer is contractually permitted to do so under its contracts with such third party consultants.