Common use of Due Diligence Materials Clause in Contracts

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

Due Diligence Materials. Within fifteen Seller will use reasonable diligence to cause to be delivered to Purchaser or made available to Purchaser at the Property or made available on the due diligence website established by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ within five (155) days Business Days after the Effective Date, Seller shall deliver to Purchaser for its review copies of the following items(together with the Purchaser’s 3-14 Audit Documents (as defined below), the “Due Diligence Materials”), to the extent (and only to the extent) that these items are available and in Seller’s actual possession: a. True(i) Copies of Tenant Leases, correct, complete Licenses and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, PermitsGarage Lease, and Engineering Documents shall include all agreementsexisting lease abstracts and files, documentslandlord and tenant correspondence and, subject to the terms of any confidentiality provisions with the tenants under the Tenant Leases, the most recent tenant financial statements in accordance with lease requirements; (ii) All pending leases, lease proposals and letters of intent under negotiation between landlord and prospective tenants; (iii) A list of Tenant Leases and Licenses; (iv) Financial records including (A) current rent roll, (B) operating statements (current/year-to-date and last three (3) calendar years), (C) aged receivable reports, and instruments otherwise included within such definitions(D) retail sales, whether or not the same are assignable by Sellerif applicable (current/year-to-date and last three (3) calendar years); b. True(v) All service, correctmaintenance, complete labor, construction, management or other contracts currently in effect relating to the ownership and legible copies operation of tax statements the Property (“Contracts”); (vi) All licenses, permits and maps (tentative and final) and pending applications to governmental entities with respect to the ownership and operation of the Property, including, but not limited to, building permits and certificates of occupancy; (vii) All third party warranties and guaranties currently in effect relating to the Property, or assessments for all any part thereof, or to the tangible Personal Property; (viii) The most current real estate and personal property taxes assessed against tax statements with respect to the Property for Property; (ix) The most recent twelve (12) months of utility bills relating to the Property; (x) Correspondence files, repair/maintenance logs and records; (xi) All current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage former title insurance policies and any title documents; (xii) All existing environmental, soil and engineering reports and other insurance policies pertaining reports in respect to the Property, if anyincluding, without limitation, all building reports, engineering data, architectural studies, grading plans and topographical maps; e. True, correct, complete and legible copies (xiii) Copies of all instruments evidencingexisting plans, governing or securing drawings and specifications for the payment Improvements and surveys of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal officeProperty; f. True(xiv) Copies of all documents regarding litigation, correct, liens or threatened claims; and (xv) Copies of all submittals to the RDA relating the TIF Agreement and notices of default by Seller under the TIF Agreement from the RDA. Purchaser has informed Seller that Purchaser is required by law to complete and legible copies of any and all environmental studies or impact reports with respect to certain matters relating to the PropertyProperty an audit commonly known as a “3-14” Audit (“Purchaser’s 3-14 Audit”). In connection with the performance of Purchaser’s 3-14 Audit, Seller shall, during Purchaser’s Inspection Period, deliver to or make available to Purchaser, concurrently with the delivery of the Documents, (a) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Purchaser’s 3-14 Audit Documents”) and (b) provide to Purchaser in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession. Any failure of Seller to timely deliver or make available any of the Due Diligence Materials will not extend the Inspection Period, and Purchaser’s sole and exclusive remedy for Seller’s failure, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether to terminate this Agreement before the Property is or has been contaminated by Hazardous Materials and whether expiration of the Property is Inspection Period in compliance accordance with the Americans with Disabilities Act and provisions of Section 504 5. Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the Rehabilitation Act information contained in the Due Diligence Materials, and Purchaser acknowledges that the Due Diligence Materials will be for informational purposes only and shall not give Purchaser any cause of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property action against Seller or the use and operation preparer, absent an agreement from the preparer that Purchaser is entitled to rely on a particular matter. In no event will the Due Diligence Materials include appraisals, valuation memos, or correspondence related to the sale of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

Due Diligence Materials. Within fifteen (15) days after ▇▇▇▇▇ acknowledges that prior to the Effective Dateexecution of this Agreement, Seller shall deliver ▇▇▇▇▇▇ has already delivered to Purchaser Buyer, for its review the following items: a. True▇▇▇▇▇'s review, correct, accurate and complete and legible copies of all Business Agreementsdocuments and information in the possession or control of Seller that affect or relate to the Property in any manner whatsoever, Warrantiesprovided such documents are not confidential, Permitsproprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall include, Accreditationswithout limitation, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for to the purposes extent that Seller has any of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. Truewithin its possession or control, correctenvironmental assessments and audits, complete soils reports, geotechnical reports and legible copies of tax statements surveys, all property and boundary surveys, all engineering reports or assessments for studies, lot certifications, all real estate governmental applications and personal property taxes assessed against the Property for the current approvals, governmental entitlements, correspondence to and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to from governmental entities regarding the Property, if any; e. Trueall contracts and correspondence related to or otherwise affecting the Property, correct, complete all plans and legible copies of all instruments evidencing, governing or securing specifications related to the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any Property and all environmental studies or impact reports other reports, studies, maps, tests and other information relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or the otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and operation utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of the Property. Seller may make any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such files available for inspection third parties such Governmental Records and copying by Purchaser at Seller's principal officeother Due Diligence Materials.

Due Diligence Materials. Within fifteen (15) days after No later than the Effective Date, Seller shall deliver will cause to be delivered to Purchaser for its review or made available to Purchaser or made available on the due diligence website copies of the following items(the “Due Diligence Materials”), to the extent (and only to the extent) that these items are available and in Seller's or its property manager’s possession or control: a. True(i) Tenant Leases (including all amendments, correctriders, complete licenses, and legible copies side letters relating thereto) and all files related thereto; (ii) A list of all Business AgreementsTenant Leases; a rent roll (including a delinquency report) for the Property; (iii) Operating reports and capital expenditure budgets and reports for the most recent two (2) years; (iv) Contracts, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller)’s files related thereto; b. True, correct, complete (v) All licenses and legible copies permits with respect to the ownership and operation of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if anyincluding, but not limited to, building permits and certificates of occupancy; e. True, correct, complete (vi) All third-party warranties and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports guaranties relating to the Property, if anyor any part thereof, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether to the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable)tangible Personal Property; g. True, correct, complete (vii) Real estate and legible copies of any and all litigation files personal property tax statements with respect to the Property for the most recent two (2) years; (viii) Utility bills relating to the Property for the most recent two (2) years; (ix) Repair/maintenance logs and records; (x) Any Phase I and Phase II assessments; all geotechnical, foundation and soils reports; and all remediation and monitoring plans; (xi) Any and all area calculations, surveys, plans and specifications (including ADA, architectural, engineering, landscaping and interior design plans), construction documents, site plans, and engineering reports; and (xii) Any other information or documentation relating to the Property that Purchaser may reasonably request excluding the following (“Seller Proprietary Materials”): (1) any pending litigation market and economic feasibility studies, (2) any internal reports or analysis prepared by Purchaser or affiliates of Purchaser to the extent related to Seller’s valuation of the Property, (3) any drafts of any such third party reports that were not finalized and produced, (4) any attorney-client privileged communications, (5) any documents or items which Seller in good faith considers proprietary (such as Seller’s or its property managers’ operation manuals) or any materials projecting or relating to the future performance of the Property, and (6) any documents Purchaser is contractually required to keep confidential pursuant to a third party confidentiality agreement; provided, however, in the event any document that Seller is entitled to withhold under clauses (1), (2), (5) or (6) above discloses or identifies any actual or threatened third party claim files for any claims made or threatened, the outcome of which might materially affect liability to a third party against Seller or the Property or that would attach to or be binding upon the use and operation Property or Purchaser after the consummation of any purchase of the Property, then Seller shall deliver to Purchaser (x) a redacted copy of such document that discloses and identifies the claim or liability and (y) a written description of such claim or liability describing the same in reasonable detail. Any failure of Seller to timely deliver or make available any of the Due Diligence Materials will not extend the Inspection Period. Seller may make such files available makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Due Diligence Materials, and Purchaser acknowledges that the Due Diligence Materials will be for inspection informational purposes only and copying by shall not give Purchaser at Seller's principal officeany cause of action against Seller or the preparer, absent an agreement from the preparer that Purchaser is entitled to rely on a particular matter. In no event will the Due Diligence Materials include appraisals, valuation memos, or correspondence related to the sale of the Property.

Due Diligence Materials. Within fifteen (15) l5 days after the Effective Date, Seller shall deliver to Purchaser or make available to Purchaser at the Property for its review the following items: a. (a) True, correct, complete and legible copies of all Business AgreementsTenant Leases, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include Documents; (b) A true, correct, complete and legible rent roll of all agreementsexisting Tenant Leases, documentsif any, setting forth with respect to each of the Tenant Leases: (i) the premises covered; ( ii) the date of such Tenant Lease and instruments otherwise included within such definitionsall amendments and modifications thereto; (iii) the name of the Tenant, whether licensee or not occupant; (iv) the same are assignable term, including specification of the commencement date and the termination date; (v) the rents; (vi) the nature and amount of the security deposits thereunder, if any; (vii) options to renew or extend contained in any of the Tenant Leases; and (viii) the status of Tenant improvements to be performed by Seller);; and b. (c) True, correct, complete and legible copies of the following items: (i) tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the prior two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of (ii) all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of (iii) all instruments evidencing, governing or securing the payment of any loans secured by the property Property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True(iv) unaudited balance sheets and income statements of the Seller for its fiscal years ending in 1993 and 1994, correct, complete and legible copies unaudited quarterly balance sheets and income statements for its fiscal quarters ending in September and December of any and 1994; (v) all environmental studies or impact reports relating to the PropertyProperty in possession or control of Seller, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto or to any environmental matters (such studies and reports shall to include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicableMaterials);; and g. True, correct, complete and legible copies of any and (vi) all litigation files files, if any, with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect have a material adverse effect on the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

Due Diligence Materials. Within fifteen Landlord shall provide to Tenant within ten (1510) business days after of full execution of the Effective Date, Seller shall deliver to Purchaser for its review Lease the following items: a. Truedocuments, correctto the extent in the custody of Landlord: financials for the Facility, complete and legible copies of all Business Agreementstitle reports and underlying documents related thereto, Warrantiesavailable tax bills, Permitsassessments, Accreditationssite plans, Applicable Noticesarchitectural plans, Engineering Documents construction documents, surveys, property condition reports, zoning reports/letters, PUD documents, governmental approvals/correspondence and Sellerany existing reports, including but not limited to physical building/land inspections, structural, environmental, topographical, wetlands, traffic impact, geotechnical, engineering, utility availability and drainage. Landlord will make commercially reasonable efforts to provide to Tenant, within ten (10) business days of such request, any additional due diligence materials requested by Tenant and available to Landlord. Landlord agrees to take all steps commercially reasonably necessary to assist Tenant in its due diligence review, including providing to Tenant copies of and access to information related to the Due Diligence Materials. Landlord shall give Tenant notice within two (2) business days of any proposed meetings or conversations with any governmental entity, or any notice from any governmental entity relating to any meetings or matters that may impact the Facility in any manner. In the event that the Lease is terminated for any reason whatsoever (other than Landlord's Operating default), Tenant agrees to turn over and Service Agreements (solely assign to Landlord, within ten days of any of such termination, all of the maps, engineering studies or reports, entitlements and approvals obtained by Tenant with respect to the Premises, including all related third-party studies, documents, engineering work for the purposes Premises (collectively, the "Tenant's Work Product"), but specifically excluding Tenant’s own proprietary economic analysis of the Facility and the Premises from the terms set forth in this Section, and subject to the proprietary rights of any engineer or other consultant preparing the same and any limitations or use imposed by them. Landlord acknowledges that Tenant shall make no warranties or representations regarding the adequacy of the Tenant's Work Product, that Tenant expressly disclaims any liability for any and all defects or deficiencies contained in the Tenant's Work Product, and that Landlord shall accept the Tenant's Work Product in its "AS IS" condition. Tenant shall also return to Landlord all the Due Diligence Materials, and agrees to keep all of the information and reports obtained from Landlord or relating to the Real Property, the Premises, the Facility and the transactions contemplated by this Lease confidential, and shall not disclose any such confidential information to any other person or entity without the prior written consent of Landlord. The terms of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not survive the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 termination of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officeLease.

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser Purchaser, at Purchaser’s address, for its review and/or copying, the following itemsitems respecting the applicable Parcel(s) of Property: a. (a) True, correct, complete and legible copies of of, any leases affecting the Property and all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's ’s Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, documents and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct correct, complete and legible listing of all Fixtures, Fixtures and Personal Property and Excluded Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the PropertyProperty or certificates setting forth all coverages and deductibles with respect thereto, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing governing, or securing the payment of any loans secured by the property Property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. , together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller may make such files available for inspection and copying by Purchaser at Seller's principal officeor materially affect the Property.

Due Diligence Materials. Within fifteen two (152) days after the Effective Dateof execution of this Agreement, Seller and his agents shall deliver deliver, or cause to be delivered, to Purchaser for its review the following items: a. True, correct, complete and legible copies all materials in possession of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining Seller relating to the Property: including but not limited to, if any; e. Truethe following: bankruptcy settlement agreement by and between Seller and Genuity (or such other name that the previous Tenant may have used), correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports maintenance records relating to the Property, if anyany notices of violations of law existing on the Property, plans and specifications; a detailed list of all equipment and items to transfer with the Property; seismic or geological investigations/reports; environmental investigations/reports; preliminary title report; all surveys, recorded parcel/tract maps showing easements; flood zone maps; all engineering studies; evidence of all governmental approvals; including development applications/correspondence with the City and related public agencies, including original executed conditions of approval; drainage facility studies; all hydrology studies, soils or borings reports; traffic studies; utility availability letters; CC&R’s; assessment district, grading / drainage plans; sewer plans; water plans; landscape/hardscape plans; irrigation plans; specification books; warranties; current tax bills; all contracts/service agreements or other written agreements affecting the Property; public or private utility easements; access agreements ; special assessment arrangements; all information pertaining to the installations or the satellite dish operated by General Dynamics and the cellular transmission tower operated by Crown Castle GT Company, including any leases, licenses, or subleases that such entities had to use the Property (collectively, the “ Property Information ”). Purchaser and its agents, employees, and representatives shall have a continuing right of reasonable access to the Property during the pendency of this Agreement for the purpose of conducting surveys, engineering, geotechnical, and environmental inspections and tests, and any approvalsother inspections, conditionsstudies, orders or declarations issued tests reasonably required by any governmental authority relating thereto (such studies and reports Purchaser. Purchaser shall include, but not be limited to, reports indicating whether keep the Property is free and clear of any liens and will indemnify, defend, and hold Seller harmless from all claims and liabilities asserted against Seller as a result of such entry by Purchaser, its agents, employees, or has been contaminated by Hazardous Materials and whether representatives, provided that Purchaser shall have no responsibility or liability for any act or omission of Seller or its agents, employees or contractors and/or for any adverse condition or defect on or affecting the Property is in compliance with not caused by Purchaser or its employees, agents, contractors, or subcontractors (including those discovered during their inspections). If any inspection or test disturbs the Americans with Disabilities Act and Section 504 of Property, Purchaser will restore the Rehabilitation Act of 1973, Property to the same condition as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect existed prior to any pending litigation and claim files for any claims made such inspection or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officetest.

Due Diligence Materials. Within fifteen two (152) days after Business Days of the Effective Dateeffective date of this Agreement, Seller shall deliver agrees to Purchaser for its review the following items: a. True, correct, complete provide Buyer with certain information and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies materials pertaining to the Property, if anyincluding but not limited to the following: (the "Due Diligence Materials") (a) true, correct and complete copies of the Contracts, whether or not cancelable upon thirty (30) days' notice; e. True, correct, complete and legible (b) copies of all instruments evidencingplans, governing specifications, and drawings of the Improvements within the possession of Seller; (c) copies of all environmental, structural engineering, soils, roofing, plumbing, heating air conditioning, and ventilation specifications and reports within the possession of Seller; (d) copies of ad valorem tax receipts for the last three (3) calendar years; (e) a listing of all utility accounts billed to or securing in the payment name of Seller; to the extent utilities can be split, Seller and Buyer will share that cost equally; (f) copies of all maintenance records relating to the Property which are in the possession or control of Seller (including, without limitation any inspection reports); (g) a listing and detailed description of any loans secured by pending litigation involving Seller and/or affecting the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal officeProperty; f. True(h) copies of all documentation relating to compliance of the Property with applicable zoning ordinances deed restrictions, correctand governmental regulations within the possession of Seller; (i) audited financial statements of Seller for the last three years ended December 31, complete 2014. Such audited financial statements and legible the report of the accountant may contain limitations consistent with those expressed in the reports of PriceWaterhouseCoopers AG regarding financial reports of S▇▇▇▇▇ for the years 2012, 2013 and 2014. It is understood that such financial statements may be prepared in accordance with “IFRS” (International Financial Reporting Standards). Buyer will not disclose such financial statements to any other party without the prior written consent of Seller; and (j) copies of any existing surveys of the Property ("Existing Surveys") within the possession of Seller. Buyer acknowledges and agrees that all environmental studies or impact reports relating to the Property, if anyDue Diligence Materials and information obtained from such Due Diligence Materials are deemed confidential, and any approvalsBuyer agrees to keep such information confidential and to prevent its dissemination to persons other than Buyer's employees, conditionsrepresentatives, orders or declarations issued by any agents, contractors, and affiliates involved in this transaction, governmental authority relating thereto (such studies authorities of whom Buyer must make inquiry as part of its due diligence, and reports shall includeprospective lenders, but not be limited toinvestors, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 and/or assigns of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officeBuyer.

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser Purchaser, at Purchaser’s address, for its review and/or copying, the following itemsitems respecting the applicable Parcel(s) of Property: a. (a) True, correct, complete and legible copies of of, any leases affecting the Property and all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's ’s Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, documents and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct correct, complete and legible listing of all Fixtures, Fixtures and Personal Property and Excluded Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the PropertyProperty or certificates setting forth all coverages and deductibles with respect thereto, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing governing, or securing the payment of any loans secured by the property Property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property, together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller or materially affect the Property. (h) The Title Commitment, Exception Documents, Survey, Environmental Report, Site Plan and Search Reports within ten (10) days after the Option Date. (i) True, correct, complete and legible copies of any and all operating statements for the Property and such other records of the business, financial condition and operation of the Property as Purchaser, in its sole discretion, deems necessary or appropriate. Seller may make shall give Purchaser written notice at such files available for inspection and copying time as all deliveries required by Purchaser at Seller's principal officethis Section 5.1 have been completed.

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. (a) True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office. (h) Actual operating statements for the Property or, if the Property has not been operated by Seller for twelve months prior to the Effective Date, projected operating results for the Property. (i) The Certificate of Occupancy, or its equivalent, for the Property, if construction of the Property has been completed as of the Effective Date.

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser Purchaser, at Purchaser’s address, for its review and/or copying, the following itemsitems respecting the Land and the Property: a. (a) True, correct, complete and legible copies of any leases affecting the Property and all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's ’s Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, documents and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct correct, complete and legible listing of all Fixtures, Personal Property and Excluded Personal Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the PropertyProperty or certificates setting forth all coverages and deductibles with respect thereto, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing governing, or securing the payment of any loans secured by the property Property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. , together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller may make or materially affect the Property; (h) Survey (if any), Environmental Report, Site Plan and Search Reports within ten (10) days after the Effective Date; (i) True, correct, complete and legible copies of any and all operating statements for the Property and such files available for inspection other records of the business, financial condition and copying by Purchaser at Seller's principal officeoperation of the Property as Purchaser, in its sole discretion, deems necessary or appropriate.

Due Diligence Materials. Within fifteen (15) days after Seller has delivered to Purchaser prior to the Effective Date, Seller shall deliver to Purchaser for its review Date the following items: a. True, correct, complete documents (the "Due Diligence Materials"): architectural and legible structural plans relating to the Property in Seller’s possession; copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents income and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax expense statements or assessments for all real estate and personal property taxes assessed against with respect to the Property for the current calendar years ending December 31, 2008 and December 31, 2009, and the two Seller's budget for calendar year 2011 and an income statement for the most recent calendar quarter ending prior calendar years, if available; c. True, correct to the Effective Date; copies of real property tax assessments and legible listing tax bills with respect to the period of Seller’s ownership of the Property; a copy of the Leases; a rent roll in the form attached as Schedule I (“Rent Roll”); a list of tenant current delinquencies; a copy of Seller’s survey; a copy of Seller’s title insurance policy and title exceptions from Seller’s title insurance policy; a copy of all Fixtures, Personal Property and Excluded Property, including Service Contracts; a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment copy of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the PropertyProperty in Seller's possession (collectively, if anythe "Existing Environmental Reports"); a copy of Seller’s existing engineering reports; and a copy of any Licenses in Seller’s possession. Seller makes no representations or warranties as to accuracy, completeness or reliability of the Due Diligence Materials that have been prepared by third parties, and Seller shall have no liability in connection therewith, however, to the extent Seller has or obtains actual knowledge of any approvalsinformation that is required to make such Due Diligence Materials correct, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correctaccurate, complete and legible not misleading, the Seller will be obligated to promptly disclose to the Purchaser in writing the information known to Seller. Purchaser agrees that all information received from Seller is Seller’s confidential work product unless otherwise indicated, and Purchaser agrees that it will maintain the confidentiality of all such information. In the event of termination of this Agreement for any reason whatsoever prior to Closing hereunder, Purchaser shall return to Seller all materials or copies of any materials pertaining to the Property received from Seller or Seller’s agents and all litigation files with respect non-confidential, non-privileged or non-proprietary studies, tests, and materials prepared for Purchaser’s benefit by third parties that are not related to any pending litigation and claim files for any claims made or threatened, the outcome Purchaser within five (5) Business Days of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officetermination.

Due Diligence Materials. (a) Sellers, at Sellers’ expense, shall deliver to Purchaser the following items which comply with the requirements set forth herein: (i) Within fifteen five (155) days of the Effective Date, “as-built” plans and specifications in Sellers’ possession, if any; (ii) A copy of Sellers’ title policies together with copies of all exception documents referenced therein in Sellers’ possession; (iii) Copies of all surveys, zoning reports, environmental reports, engineering reports, soil reports, and property condition reports in the possession of Sellers simultaneously upon execution of this Agreement by Sellers but in no event later than five (5) days after the Effective Date; and (iv) Within five (5) days of the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreementscertificates of occupancy, Warrantieslicenses, Permits, Accreditations, Applicable Notices, Engineering Documents permits and Seller's Operating and Service Agreements (solely for approvals issued or granted by any governmental authority with respect to the purposes Subject Property in the possession of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar yearsSellers, if available;any. c. True, correct (b) Purchaser may order the following items at Purchaser’s sole cost and legible listing expense: (i) an “as built” survey (the “Survey”) of all Fixtures, Personal Property and Excluded the Subject Property, including a current depreciation schedule; d. Truein form and substance reasonably satisfactory to Purchaser, correctshowing the Subject Property separately by metes and bounds and showing, complete and legible copies without limitation, the location of all existing fire buildings and extended coverage insurance policies dimensions thereof and any other insurance policies pertaining to all set-back lines, all improvements and parking areas (including the Property, if any; e. True, correct, complete number of parking spaces therein) and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by location thereof and the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies extent of any and all environmental studies existing utility and other easements on the Subject Property which are shown on the title commitment or impact reports relating are visible from the surface. (ii) an owner’s title insurance commitment and copies of all title exception documents referenced therein (collectively, the “Commitment”) with respect to the Subject Property issued by a nationally recognized title company selected by Purchaser, for a policy with extended coverage and such endorsements as requested by Purchaser bearing a date subsequent to the date of this Agreement; (iii) a current complete Phase I environmental site assessment of the Subject Property (the “Environmental Audit”), which is in a form and substance acceptable to Purchaser and conducted by an environmental inspection company acceptable to Purchaser; (iv) a current zoning report (the “Zoning Report”) for the Subject Property, which is in a form and substance acceptable to Purchaser; (v) a current property condition assessment of the Subject Property (the “Engineering Report”), which is in a form and substance acceptable to Purchaser and prepared by an engineering company acceptable to Purchaser; and (vi) a current MAI appraisal in form and substance satisfactory to Purchaser (the “Appraisal”), prepared by an appraiser acceptable to Purchaser. The materials referred to in Sections 4(a) and 4(b) are hereinafter collectively referred to as the “Due Diligence Materials”. Purchaser shall have from the Effective Date until the Closing (the “Due Diligence Period”) to provide to Sellers written objections, if any, and to the matters reflected in the Due Diligence Materials. If Purchaser does not timely object to any approvalsmatter reflected in the Due Diligence Materials, conditionsPurchaser shall be deemed to have waived the right to object to such matter. If Purchaser shall timely provide Sellers with any such objection, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall includeSellers may, but shall not be limited obligated to, reports indicating whether within ten (10) days thereafter (i) remove or cure any such matters to which Purchaser has objected or (ii) enter into an agreement in form and substance acceptable to Purchaser to remove or cure such matters prior to Closing and proceed to Closing. If (a) Sellers shall fail to remove or cure, or fail to agree to remove or cure, such matters to which Purchaser has objected within such ten (10)-day period or (b) in the Property is reasonable judgment of Purchaser such matters cannot be cured prior to Closing, Purchaser may terminate this Agreement by written notice to Sellers on or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 before 5:00 PM Central Time on such tenth (10th) day, time being of the Rehabilitation Act essence. If Purchaser does not timely terminate this Agreement under the preceding sentence, Purchaser shall be deemed to have waived any matter to which Purchaser has objected which has not been cured by Sellers or which Sellers have not agreed in writing to cure. Notwithstanding any provision of 1973this Agreement to the contrary, if (x) any matter agreed by Sellers in writing to be cured prior to Closing is not cured prior to Closing or (y) any material new defect first attaches to title to the Subject Property before Closing, then Purchaser shall, as applicable); g. Trueits sole and exclusive remedy, correct, complete have the option either to waive such objections or new title defect and legible copies of any and all litigation files proceed to Closing with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation no adjustment of the PropertyPurchase Price or to terminate this Agreement by written notice to Seller no later than noon Central Time on the Closing Date, time being of the essence. Seller may make If Purchaser does not timely terminate this Agreement as provided in the immediately preceding sentence, Purchaser shall be deemed to have elected to proceed to Closing. In the event of such files available for inspection and copying by Purchaser at Seller's principal officetermination, neither party shall have any further obligation under this Agreement except as specifically set forth herein.

Due Diligence Materials. Within fifteen ten (1510) days after of the Effective Date, Seller shall deliver to Purchaser for its review Developer will, at Developer’s sole cost and expense, provide the City copies of the following itemsto the extent in Developer’s possession or control and not previously provided to the City prior to the Effective Date: (collectively, the “Due Diligence Materials”), if any: a. True, correct, complete Any and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire environmental reports, engineering reports, surveys, soil and extended coverage insurance policies substrata studies, development assessments, and any other insurance similar studies, reviews, surveys, assessments, audits or reports on the Property and the Contract Real Estate, b. Any and all previous title commitments, title reports, or title policies pertaining with respect to the Property and the Contract Real Estate, c. Any and all leases, service contracts, and other contracts, licenses, permits, warranties and agreements with any other party, person or entity in connection with the Property, if any;including, without limitation, those affecting ownership, operation, maintenance, repair, or development of the Property and/or the Contract Real Estate, e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports d. All annualized expense documentation relating to the Property since Developer acquired the Property, e. All utility bills since Developer acquired the Property, if anyand f. Any and all covenants, restrictions, easements, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether other agreements affecting the Property is and/or the Contract Real Estate. The City will have until the close of business on October 11, 2020 (the “Inspection Period”) to review the Due Diligence Materials, obtain updated Due Diligence Materials if it wishes, and submit written notification to Developer of any unacceptable environmental or has been contaminated by Hazardous Materials other conditions identified in such Due Diligence Materials. In the event the City determines, in its sole and whether absolute discretion, that the Property is in compliance with contains an unacceptable environmental or other condition (e.g., the Americans with Disabilities Act discovery of hazardous materials which would require extensive and Section 504 costly remediation, defect of title, etc.), this Agreement will, at the City’s option upon notice to Developer prior to the end of the Rehabilitation Act of 1973Inspection Period, as applicable); g. Truebe null and void, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatenedin which event this Agreement will terminate, the outcome Deposit will be returned to the City, and neither the City nor Developer will have any further liabilities, obligations or rights with regard to this Agreement, other than obligations which are herein expressly provided to survive the termination of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal officethis Agreement.

Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser Purchaser, at Purchaser’s address, for its review and/or copying, the following itemsitems respecting the applicable Parcel(s) of Property or Ground Lease Property: a. (a) True, correct, complete and legible copies of of, any leases affecting the Property and all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's ’s Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, documents and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. (b) True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. (c) True, correct correct, complete and legible listing of all Fixtures, Fixtures and Personal Property and Excluded Property, including a current depreciation schedule; d. (d) True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the PropertyProperty or certificates setting forth all coverages and deductibles with respect thereto, if any; e. (e) True, correct, complete and legible copies of all instruments evidencing, governing governing, or securing the payment of any loans secured by the property Property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. (f) True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. (g) True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property, together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller or materially affect the Property. (h) The Title Commitment, Exception Documents, Survey, Environmental Report, Site Plan and Search Reports within ten (10) days after the Option Date. (i) True, correct, complete and legible copies of any and all operating statements for the Property and such other records of the business, financial condition and operation of the Property as Purchaser, in its sole discretion, deems necessary or appropriate. Seller may make shall give Purchaser written notice at such files available for inspection and copying time as all deliveries required by Purchaser at Seller's principal officethis Section 5.1 have been completed.

Due Diligence Materials. Within fifteen (15) days after Seller has delivered to Purchaser prior to the Effective Date, Seller shall deliver to Purchaser for its review Date the following items: a. True, correct, complete documents (the “Due Diligence Materials”): architectural and legible structural plans relating to the Property in Seller’s possession; copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents income and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax expense statements or assessments for all real estate and personal property taxes assessed against with respect to the Property for the current fiscal years ending September 30, 2008 and September 30, 2009, and the two Seller’s budget for calendar year 2010 and an income statement for the most recent calendar quarter ending prior calendar years, if available; c. True, correct to the Effective Date; copies of real property tax assessments and legible listing tax bills with respect to the period of Seller’s ownership of the Property; a copy of the Leases; a rent roll in the form attached as Schedule I (“Rent Roll”); a list of tenant current delinquencies; a copy of Seller’s survey; a copy of Seller’s title insurance policy and title exceptions from Seller’s title insurance policy; a copy of all Fixtures, Personal Property and Excluded Property, including Service Contracts; a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment copy of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the PropertyProperty in Seller’s possession (collectively, if anythe “Existing Environmental Reports”); a copy of Seller’s existing engineering reports; and a copy of any Licenses in Seller’s possession. Seller makes no representations or warranties as to accuracy, completeness or reliability of the Due Diligence Materials that have been prepared by third parties, and Seller shall have no liability in connection therewith, however, to the extent Seller has or obtains actual knowledge of any approvalsinformation that is required to make such Due Diligence Materials correct, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correctaccurate, complete and legible not misleading, the Seller will be obligated to promptly disclose the information known to Seller, to the Purchaser. Purchaser agrees that all information received from Seller is Seller’s confidential work product unless otherwise indicated, and Purchaser agrees that it will maintain the confidentiality of all information received as set forth in Section 22 hereof. In the event of termination of this Agreement for any reason whatsoever prior to Closing hereunder, Purchaser shall return to Seller all materials or copies of any materials pertaining to the Property received from Seller or Seller’s agents and all litigation files with respect to any pending litigation and claim files for any claims made non-confidential, non-privileged or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying non-proprietary materials produced by Purchaser at Seller's principal officeor Purchaser’s agents or contractors within five (5) Business Days of such termination.

Due Diligence Materials. Within fifteen (15a) days after Purchaser acknowledges and agrees that Seller has, prior to the Effective Date, delivered to Purchaser copies of those items listed on Exhibit B attached hereto, if any and to the extent such items are in Seller’s possession including without limitation all surveys, title commitments, Real Property Leases (as defined herein), Leases to Third Parties (as defined herein), and Related Party Leases (as defined below), and any other leases, subleases, licenses or occupancy arrangements affecting the Real Property, and any Construction Documents (as defined herein) (“Seller’s Materials”). Additionally, within five (5) Business Days of the Effective Date, Seller shall deliver to provide Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely with a certified rent roll for the purposes Related Party Leases and Leases to Third Parties, which shall contain the name of this Section 4.la.each landlord and tenant, ▇he terms Business Agreementsthe address for the leased property, Warrantiesthe term, Permitsthe amount of rent paid, the amount of any prepaid rent or security deposit, the amount of any additional rent, the beginning date and ending date of the rental period, and Engineering Documents shall include the existence and terms of any options to renew (collectively, “Rent Roll”). Purchaser agrees that all agreementsdrawings, documentsplans, surveys, tests, reports, land use applications, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports documents relating to the PropertyProperty which Purchaser obtains or creates, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated generated by Hazardous third parties (“Purchaser’s Materials”), shall be delivered to Seller in the event that there is a termination as allowed under this Agreement or if Purchaser fails to close on any Real Property. (b) The furnishing of Seller’s Materials and whether Purchaser’s Materials is without representation or warranty by Seller as to the Property is in compliance with accuracy thereof, or as to the Americans with Disabilities Act and Section 504 right of the Rehabilitation Act of 1973Purchaser to rely on Seller’s Materials, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying were prepared by Purchaser at Seller's principal officethird parties, unless expressly set forth in Section 8 below.