Common use of Due Diligence Period Clause in Contracts

Due Diligence Period. (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. Purchaser and its agents, independent contractors, consultants, employees or any other representatives (a“Purchaser’s Representatives”), shall have the right until 5:00 p.m. in the city and state in which the Property is located on that day which is forty-five (45) During days after the Effective Date (“Initial Due Diligence Period”), to enter upon the Property and the Real Property during normal business hours and with reasonable prior notice to ▇▇▇▇▇▇ ▇. ▇▇▇▇ (“Seller’s Agent”), for testing, surveying, engineering and other reasonable inspection purposes. Notwithstanding the foregoing, (i) prior to the expiration of the Initial Due Diligence Period, Purchaser may, at its sole election, extend this period for an additional fifteen (15) days (“Extended Due Diligence Period”) (the Extended Due Diligence Period, together with the Initial Due Diligence Period, collectively the “Due Diligence Period”) beginning by providing prior written notice to Seller for the sole purpose of one or more of the following: (a) accommodating the receipt of franchise approval by Hilton on terms and conditions acceptable to Purchaser in its sole and absolute discretion, including but not limited to a term of at least fifteen (15) years after Closing, and (b) the Effective Date completion of the audits required by Purchaser as a public company. For clarification purposes only, Purchaser agrees that it shall have completed its physical, financial and ending at 5:00 p.m. Eastern time legal due diligence, including without limitation with respect to title, survey, zoning and land use, permitting and licensing, environmental, engineering, property condition and financial underwriting that Purchaser elects to do, on November 19or before the expiration of the Initial Due Diligence Period, 2014 (the “Expiration of except for any remaining audit work or work on obtaining Hilton approval. During the Due Diligence Period”), Seller shall cooperate with Purchaser and Purchaser’s Representatives in furnishing documents and information reasonably necessary and required by Purchaser in its investigation. All such activities shall have the right, upon be conducted in such a minimum of one Business Day’s prior telephonic or written notice fashion so as not to Seller, to make a physical inspection of the Property, including materially (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection interfere with the presence rights or property of Purchaserany tenants, its contractorsguests, agents and representatives on the Propertyinvitees, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost or others with any possessory interest in any part of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions portion of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and cause any conditions imposed by damage or make any insurance policy then in effect with respect physical changes to any of the Property and made known to Purchaser, or (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not otherwise unreasonably interfere with the operation and maintenance of the Property. No inspection shall be undertaken without reasonable prior notice to Seller’s Agent (which need not exceed forty-eight (48) hours, (vior more time, if feasible) repair for such purpose, but Purchaser shall provide its best efforts to maximize the prior notice period to Seller in order to enable Seller to arrange adequate staffing prior to such inspection. Seller shall have the right to have Seller’s Agent present at any and all inspections and to receive a copy of any and all inspection reports. Neither Purchaser nor Purchaser’s Representatives shall contact or communicate with any contractors, vendors, licensees, tenants or guests or employees of Seller without the prior consent of Seller, except for the general manager of the Hotel. No inspection shall involve the taking of samples or other physically invasive procedures without the prior consent of Seller, such consent to be in Seller’s sole discretion. Purchaser, at its own expense, shall restore any damage to the Property resulting directly caused by any of the tests or indirectly from studies made by Purchaser or any of Purchaser’s activities at Representatives. Purchaser shall on behalf of itself and Purchaser’s Representatives, indemnify and hold Seller, and its employees, guests, contractors, tenants, Manager and their respective invitees, harmless of, from and against any and all liabilities, suits, claims, losses, damages, costs and expenses, including, without limitation, Attorneys Fees sustained by or asserted against any of them or the Property, including, but not limited to, property damage, personal injury and any mechanics’ and materialman’s liens, caused by or arising out of or in connection with any testing, inspection or examinations of the Property conducted by Purchaser or Purchaser’s Representatives, except to the extent arising due to the negligence or willful misconduct of Seller and its representatives or any pre-existing conditions discovered by Purchaser. Purchaser and Purchaser’s Representatives shall maintain at all times during their entry upon any of the Property for the purpose of conducting any due diligence activities (a) Workers Compensation Insurance in full compliance with applicable law, and (viib) commercial general liability insurance with limits of not disclose less than One Million Dollars combined single limit, bodily injury, death and property damage insurance per occurrence and Two Million Dollars in the aggregate. Prior to any confidential information except as permitted under this Agreement entry upon any Property, Purchaser (or required by applicable law. Purchaser’s obligation pursuant Representative) will deliver a certificate issued by the insurance carrier of each such policy to clauses (vi) and (vii) above shall Seller, such insurance to name Seller as an additional insured. The provisions of this Section 5.1 will survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s Agreement or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this AgreementClosing.

Due Diligence Period. (a) During Buyer shall have the period commencing on the Effective Date of this Agreement and ending on May 21, 2010 (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of physically inspect the Property, including (i) a non-invasive inspection review the economic data, underwrite the tenants and review the Leases, conduct appraisals, perform examinations of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materialsImprovements, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on examine the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with for the presence of PurchaserHazardous Materials (as defined below), its contractorsand to otherwise conduct such due diligence review of the Property and all of the items to be furnished by Seller to Buyer pursuant to Section 3.3 below, agents and representatives on the Property, which insurance shall name Seller all records and the Company other materials related thereto as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensedBuyer deems appropriate. Notwithstanding the foregoing, Purchaser Buyer shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of have the Property. Subject to period commencing on the provisions Effective Date of this Section 2.3Agreement and ending on October 29, Purchaser upon prior notice 2010 (the “▇▇▇▇▇▇▇▇ Due Diligence Period”) to Seller may meet perform environmental examinations and review the ▇▇▇▇▇▇▇▇ Parcel with respect to those examinations. Notwithstanding the current property manager at foregoing, Buyer shall have until and including August 31, 2010 (the Property. At Purchaser’s request“Gloucester Due Diligence Period”) to physically inspect the Gloucester Parcel, review the economic data, underwrite the tenants and to review the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect Leases with respect to the Property and made known to PurchaserGloucester Parcel, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaserconduct appraisals, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use perform examinations of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance physical condition of the PropertyImprovements on the Gloucester Parcel, (vi) repair any damage examine the Gloucester Parcel for the presence of Hazardous Materials, and to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections otherwise conduct such due diligence review of the Property shall occur during normal business hours after Gloucester Parcel and all of the requisite prior notice items to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment furnished by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish Buyer regarding the same pursuant to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out ofSection 3.3 below, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify all records and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementother materials related thereto as Buyer deems appropriate.

Due Diligence Period. (a) During Buyer acknowledges and agrees that prior to the period execution of this Agreement, Buyer has received from Seller or Seller has made available to Buyer true and correct copies of all of the information regarding the Property which is described on EXHIBIT K attached hereto and made a part hereof (the “"Approved Due Diligence Materials") and that Buyer has approved the Approved Due Diligence Materials and all information contained therein. For a period of thirty (30) days following execution of this Agreement (the "Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19"), 2014 (the “Expiration Buyer shall be permitted to conduct its own limited inspections of the Property for the sole purposes of updating the Approved Due Diligence Period”)Materials, Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including with respect to: (i) obtaining a nonso-invasive inspection called "Phase I Environmental Assessment" of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe obtaining structural and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance engineering assessments of the Property, (viiii) obtaining the Title Commitment referenced in Section 7 hereof and (iv) updating or upgrading the survey referenced on EXHIBIT K (the "Updated Due Diligence"). Seller shall grant reasonable access to Buyer and its representatives to the Property for the purpose of conducting the Updated Due Diligence. Seller shall have the right to coordinate and accompany Buyer on any of such inspections. Any and all inspections, examinations, analyses and audits deemed necessary by Buyer shall be performed at Buyer's expense and shall not physically damage the Property. Buyer shall promptly and completely repair and restore any and all damage to the Property resulting directly that may be caused by, or indirectly from Purchaser’s activities at may occur in connection with or as a result of, any inspection, investigation, audit, test or visit to the Property by Buyer, its employees, and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable lawauthorized agents and consultants. Purchaser’s obligation pursuant to clauses (vi) and (vii) above Buyer shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occurindemnify, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company its agents, employees and representatives harmless from and against any claim for liabilitiesand all loss, lossescost, costsclaim, expenses liability, damage or expense (including reasonable including, without limitation, attorneys’ fees), ' fees and expenses) arising out of physical damages or injuries arising out of to persons or resulting from the inspection of the Property property caused by Purchaser Buyer's inspections, investigations, audits, tests or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only visits to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed Property. Buyer's restoration and indemnification obligations set forth in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement. Without limiting the rights accorded to Buyer pursuant to Section 8 hereof, at any time during or at the end of the Due Diligence Period, Buyer, in the event that Buyer's Updated Due Diligence discloses any information which is not contained in the Approved Due Diligence Materials and which could reasonably be expected to have a material adverse impact on the value of the Property ("A Material Adverse Condition"), then, Buyer, in Buyer's sole discretion, may terminate this Agreement (by giving notice of such termination to Seller, including Buyer's specific reasons therefor). Buyer shall notify Seller in writing either during or at the end of the Due Diligence Period with respect to whether or not Buyer has discovered any such Material Adverse Condition. If Buyer's written notice to Seller indicates that the Updated Due Diligence has not disclosed a Material Adverse Condition, then the parties shall, subject to the satisfaction of the conditions set forth herein, proceed to the Closing. If Buyer's written notice to Seller indicates that the Updated Due Diligence has disclosed a Material Adverse Condition, then this Agreement shall terminate and the Earn▇▇▇ ▇▇▇ey Deposit (including all interest earned thereon) shall be returned to Buyer. Upon termination of this Agreement by Buyer pursuant to this Section 10, neither party shall thereafter be under any further liability to the other, except as to matters which this Agreement expressly states are to survive a termination of this Agreement. Notwithstanding anything to the contrary contained in this Section 10, if Buyer does not notify Seller by the end of the Due Diligence Period with respect to whether or not the Updated Due Diligence has disclosed a Material Adverse Condition, then Buyer shall be deemed to have notified Seller that the Updated Due Diligence has not disclosed any Material Adverse Condition.

Due Diligence Period. For a period of ninety (a90) During the period (the “Due Diligence Period”) beginning on days following the Effective Date and ending at 5:00 p.m. Eastern time on November 19Date, 2014 (the “Expiration of the Due Diligence Period”), Purchaser Buyer shall have the rightright to perform its due diligence with respect to the Property, upon a minimum including, but not limited to the following: A. Buyer’s determination in Buyer’s sole reasonable discretion, that the condition of one Business Day’s prior telephonic or written notice the Property is acceptable to SellerBuyer. For purposes hereof, to make a physical inspection the “condition of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of ” shall include the environmental condition of the Property and further physical engineering and other studies and tests the soil conditions on the Property Property. 1. Review zoning and code compliance issues at the Property. 2. Determine that are invasive or could alter the physical condition all other aspects of the Property (including examination of materialsare satisfactory to Buyer in all respects. During the Due Diligence Period, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on Buyer may enter upon the Property on terms reasonably satisfactory from time to Seller covering any accident arising in connection with time and, at ▇▇▇▇▇’s sole cost, expense and risk, to examine and inspect the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or testssame. All third-party professional inspection companies or individuals Buyer shall be duly licensed. Notwithstanding the foregoingallowed to invite consultants, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, engineers and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect inspectors on to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining conduct tests and examinations with regard to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of Property. Buyer shall promptly restore the Property pursuant to their respective Leases, (v) not unreasonably interfere with substantially the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite same condition in which it existed immediately prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, physical tests conducted by Buyer. ▇▇▇▇▇ shall indemnify, defend and hold Seller and the Company ▇▇▇▇▇▇’s consultants and agents harmless from and against any claim for and all costs, liabilities, lossesclaims, costs, expenses (including reasonable attorneys’ fees), damages liens encumbrances or injuries causes of actions arising out of or resulting from Buyer’s actions on the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultantsProperty. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) This indemnification shall survive the Closing or any the termination of this Purchase Agreement. Seller agrees, within ten (10) business days of the request by ▇▇▇▇▇ and during the Due Diligence Period, to provide Buyer with access to, and copies of, all records in Seller’s possession and control related to the Property, including, but not limited to, any environmental, geotechnical, and/or any civil engineering reports. Buyer shall have the right, before the expiration of the Due Diligence Period, to provide written objections to Seller regarding the physical and/or environmental condition of the Property (“Condition Objection Notice”). In the event that Buyer does not make a timely Condition Objection Notice, Buyer shall be deemed to have waived its right to object to the physical and environmental condition of the Property. In the event that Buyer provides a timely Condition Objection Notice, Buyer and Seller shall reasonably cooperate with each other for a period of ten (10) business days to agree on any repairs or remediation efforts that have been requested by ▇▇▇▇▇. If Buyer and Seller cannot agree on such repairs or remediation efforts during this time period, Buyer shall have the right to terminate the Purchase Agreement, prior to the end of the Due Diligence Period, without penalty, or to waive said objections and proceed to Closing. Nevertheless, ▇▇▇▇▇ may end the Due Diligence Period early and proceed to closing by providing notice to the Seller.

Due Diligence Period. (a) During the period Due Diligence Period, Buyer shall have the right to a complete physical inspection of the Property as the Buyer deems appropriate to review and evaluate the Property, the nature and extent of the Property, and operations of the Property, and all rights and liabilities related thereto and shall provide P▇▇▇ ▇▇▇▇▇▇▇▇▇ (or such other person as may be designated by Seller) at least two (2) business days’ notice of each and every inspection, Property Agreement correspondence, license application, transfer or assignment (the “Due Diligence PeriodCoordination Notice”) beginning ). Buyer acknowledges that Seller desires to keep the sale and terms of the sale confidential and out of the knowledge of certain of its employees until Closing. In consideration of the execution of this Agreement, Seller agrees to cause to be provided to or made available to Buyer, at no cost to Buyer, all items requested on the Effective Date attached Exhibit B, via electronic mail submission or electronic data room, in an electronic format from which Buyer can generate an accurate and ending at 5:00 p.m. Eastern time on November 19complete paper copy that is both legible and suitable for inspection and review. Buyer may request that other items be provided by Seller in addition to those specifically listed in Exhibit B, 2014 (which items shall be mutually agreed upon by the “Expiration of Buyer and Seller in their reasonable discretion. During the Due Diligence Period”), Purchaser Buyer shall have reasonable access to the rightProperty at all reasonable times during normal business hours for the purpose of conducting reasonably necessary tests, upon a minimum including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that, (a) Buyer will give Seller prior notice of one Business Dayany such inspection or test in accordance with the Due Diligence Coordination Notice and (b) all such tests shall be conducted by Buyer in compliance with Buyer’s prior telephonic or written notice to Seller, to make a physical inspection responsibilities set forth in Section 3.2 below. In the course of its investigation of the Property, including (i) a non-invasive inspection of the environmental condition thereof Buyer may make inquiries to third parties such as Existing Manager, parties to Property Agreements and such non-invasive physical engineering municipal, local and other studies government officials and tests on the representatives; provided that Buyer shall not contact any parties to Property as Purchaser deems appropriate in its sole discretion and Agreements (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to than the applicable Seller evidencing that Purchaser and its contractorsor the Existing Manager) without Seller’s prior written consent (not to be unreasonably withheld, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections conditioned or tests. All third-party professional inspection companies or individuals shall be duly licenseddelayed). Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice Buyer may contact and file permit applications with any governmental authorities required to Seller prior to inspecting any Tenant occupied portions of obtain the Property. Subject permits and approvals described in Section 7.8(a) hereof subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the PropertyDue Diligence Coordination Notice. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchasercooperate with Buyer’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur due diligence during normal business hours after so long as Buyer conducts such due diligence during normal business hours and is not disruptive to the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% operation of PurchaserSeller’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of business at the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During Seller and Purchaser entered into that certain Early Access Agreement, dated as of November 2, 2016 (the “EA Agreement”) pursuant to which Seller has afforded the Purchaser with the opportunity to begin its due diligence investigations of the Facility and has delivered to the Purchaser the Property Documents (as defined in the EA Agreement and as herein so called). Purchaser may supplement its original request for Property Documents as Purchaser deems appropriate, and, to the extent Seller has possession or control of such supplemental items, Seller, at no additional cost to Seller, shall provide the supplemental items to Purchaser within five (5) days after written request by Purchaser. Purchaser does hereby indemnify and hold Seller harmless from all costs, expenses, damages, claims and fees, including reasonable attorney’s fees, which occur or arise due to Purchaser’s due diligence hereunder. (b) For the period (the “"Due Diligence Period”") beginning commencing on the Effective Date and ending at 5:00 continuing until 6:00 p.m. Eastern time CT on November 19Thursday, 2014 December 8, 2016, Purchaser shall have the right to terminate this Agreement by written notice to Seller in the event Purchaser, in Purchaser’s sole discretion, is not satisfied with the Assets for any reason, which reason need not be specified in such notice, provided that such notice is delivered (in accordance with the “Expiration provisions of this Agreement) to Seller on or before 6:00 p.m. CT on the last day of the Due Diligence Period”). If such notice of termination is so delivered on or before 6:00 p.m. CT on the last day of the Due Diligence Period, then this Agreement shall terminate, the Deposit shall be refunded to Purchaser, Purchaser shall have provide Seller a copy of all third party reports obtained by Purchaser during the rightDue Diligence Period (without any representation as to the accuracy thereof), upon a minimum of one Business Day’s prior telephonic and the parties shall thereafter be released from all further duties and obligations under this Agreement. If this Agreement is not terminated as set forth in this Section 1.7 or written notice to Selleras otherwise provided herein, to make a physical inspection of then this Agreement shall remain in full force and effect, the PropertyPurchaser shall deposit an additional Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the “Additional Deposit”) with the Title Company, including (i) a and the Deposit shall become non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consentrefundable, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreementotherwise provided herein. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During the period (the “5.1 Due Diligence Period”. Purchaser and its agents, independent contractors, consultants, employees or any other representatives ("Purchaser's Representatives"), shall have the right until 5:00 p.m. in the city and state in which the Property is located on that day which is thirty (30) beginning on days after the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the "Initial Due Diligence Period”"), Purchaser shall have to enter upon the right, upon a minimum of one Business Day’s Property and the Real Property during normal business hours and with reasonable prior telephonic or written notice to Seller, to make a physical inspection of the Propertyfor testing, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical surveying, engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any reasonable inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensedpurposes. Notwithstanding the foregoing, prior to the expiration of the Initial Due Diligence Period, Purchaser shall give no fewer than two Business Days’ may, at its sole election, extend this period for an additional fifteen (15) days ("Extended Due Diligence Period") (the Extended Due Diligence Period, together with the Initial Due Diligence Period, collectively the "Due Diligence Period") by providing written notice to Seller prior to inspecting any Tenant occupied portions for the sole purpose of either or both of the Property. Subject following: (a) accommodating the receipt of Franchise Approval (hereinafter defined) on terms and conditions acceptable to the provisions Purchaser in its sole and absolute discretion, including but not limited to a term of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requestleast fifteen (15) years after Closing, and to (b) the extent in Seller’s or completion of the Company’s possessionaudits required by Purchaser as a public company. During the Due Diligence Period, Seller shall make available cooperate with Purchaser and Purchaser's Representatives in furnishing documents and information reasonably necessary and required by Purchaser in its investigation. All such activities shall be conducted in such a fashion so as not to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon unreasonably and/or materially interfere with the rights or property of any tenants, guests, invitees, or others with any possessory interest in any part of any portion of the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and cause any conditions imposed by damage or make any insurance policy then in effect with respect physical changes to any of the Property and made known to Purchaser, or (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not otherwise unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably and/or materially interfere with the operation and maintenance of the Property, . No inspection shall be undertaken without at least twenty-four (vi24) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior written notice to Seller and by contacting ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ for such purpose, but Purchaser shall be conducted provide its best efforts to maximize the prior notice period to Seller in accordance with the terms hereoforder to enable Seller to arrange adequate staffing prior to such inspection. Seller reserves shall have the right to have a representative of Seller present during at any such and all inspections and property manager interviewsto receive a copy of any and all inspection reports. If Neither Purchaser nor Purchaser's Representatives shall contact or communicate with any contractors, vendors, licensees, tenants or guests or employees of Seller or Manager without the Closing does not occurprior consent of Seller. No inspection shall involve the taking of samples or other physically invasive procedures without the prior consent of Seller, then on request such consent to be in Seller's sole discretion. Purchaser, at its own expense, shall restore any damage to the Property caused by Seller and payment any of the tests or studies made by Seller to Purchaser 50% or any of Purchaser’s out-of-pocket costs for any requested inspection reports's Representatives. Purchaser shall on behalf of itself and Purchaser's Representatives, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend indemnify and hold Seller Seller, and the Company its employees, guests, contractors, tenants, Manager and their respective invitees, harmless of, from and against any claim for and all liabilities, suits, claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, lossesdamages, costs and expenses, damages including, without limitation, Attorneys Fees, sustained by or injuries asserted against any of them or the Property, including, but not limited to, property damage, personal injury and any mechanics' and materialman's liens, caused by or arising out ofof or in connection with any testing, and then only inspection or examinations of the Property conducted by Purchaser or Purchaser's Representatives, except to the extent of, (i) Seller’s or arising due to the Company’s negligence or willful misconduct of Seller and its representatives or (ii) any pre-existing condition conditions discovered or revealed in the inspection by Purchaser which have not been exacerbated by Purchaser. Purchaser and Purchaser's Representatives shall maintain at all times during their entry upon any of the Property for the purpose of conducting any due diligence activities (a) Workers Compensation Insurance in full compliance with applicable law, and (b) commercial general liability insurance with limits of not less than One Million Dollars combined single limit, bodily injury, death and property damage insurance per occurrence and Two Million Dollars in the aggregate. Prior to any entry upon any Property, Purchaser (or Purchaser's Representative) will deliver a certificate issued by Purchaser or its agents or consultantsthe insurance carrier of each such policy to Seller, such insurance to name Seller as an additional insured. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to The provisions of this Section 2.3(c) shall 5.15.1 will survive the Closing or any termination of this AgreementAgreement or the Closing.

Due Diligence Period. (a) During the period (the Purchaser Shall have 30 business days from sellers acceptance of agreement to conduct due diligence “Due Diligence Period”) beginning on diligence period” at any time during the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (due diligence period the “Expiration of the Due Diligence Period”), Purchaser shall have sole and exclusive right to terminate this agreement for any reason for failure of Due Diligence and receive a full return of ▇▇▇▇▇▇▇ money deposit and has made certain inspections, applications, reviews, studies, evaluations or surveys (collectively, the right, upon a minimum of one Business Day’s prior telephonic or written notice "Inspections") required to Seller, satisfy itself as to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof acceptability and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition suitability of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder purchase and Purchaser shall bear the cost have no further rights of all such inspections or testsInspection. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice deliver to Seller upon any termination of this Agreement a copy of every report of findings which is issued as a result of such activities, and Purchaser shall cause the Property to be restored to its condition prior to inspecting any Tenant occupied portions of Purchaser's or its agents' activities which alter the Property. Subject to the provisions condition of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at hold confidential all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect information it has generated or received with respect to the Property and made known shall not disclose same to Purchaserany third party; and Purchaser shall cause its agents and employees to abide by such requirements. Seller shall deliver to purchaser within five (5) business days of acceptance of contract any environmental report in seller possession to the property and other notices and findings or request related to the property. Purchaser agrees to keep the Property free and clear of liens and claims arising out of its Inspections, (iii) not engage in and to indemnify and save Seller and Seller’s members, managers, officers, agents and employees, harmless from and against any activities which would violate the provisions of any permit or license pertaining and all damages, costs, injuries and liabilities to the Property and/or any persons or property of any persons which may occur by reason of and made known to Purchaserwhich is caused by any such Inspections, (iv) not unreasonably disturb the Tenants including without limitation any environmental inspections, tests, surveys, studies or unreasonably interfere with their any other entry upon or use of the Property pursuant by Purchaser or its agents. Seller has delivered to Purchaser and/or may be delivering to Purchaser certain reports and documents in its possession (“Reports”). Such Reports and any other reports or documents heretofore or hereafter provided to Purchaser are for informational purposes only and shall not constitute an assignment or conveyance by Seller to Purchaser of any rights or interests in, or right to rely upon such reports or their respective Leasescontents. Seller does not represent that such Reports are complete or accurate. Purchaser shall keep such Reports, and the information in them (vand all other reports, documents and information concerning environmental and other matters that it or its consultants, attorneys or other agents (collectively, “Agents”) not unreasonably interfere with the operation and maintenance procure or receive in respect of the Propertysubject property) confidential (except for Purchaser delivering same to its Agents), (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement unless otherwise authorized by Seller or required by applicable lawlaw to divulge. Purchaser’s obligation pursuant If Purchaser or any of its Agents is required by law to clauses divulge any such Reports or other reports, documents or information, then Seller shall be given not less than thirty (vi30) days notice in writing, which notice shall identify the parties by whom and (vii) above to whom such divulgence is required and the date thereof and the documents, reports or information so required to be divulged. Purchaser shall impose such burden of confidentiality and notification upon its Agents and cause them to abide by same. The obligations of Purchaser under this Section 3.4 shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. For each Property, Purchaser’s obligations under this Agreement to purchase such Property are expressly contingent upon Purchaser’s reasonable satisfaction or waiver of all material matters (a) During pertaining to the period condition of soils and environmental issues pertaining to such Property and (b) that would materially affect Purchaser’s ability to operate a motor vehicle fueling facility for petroleum based fuels (a “Station”) on such Property (collectively, the “Environmental Matters”). The foregoing conditions shall be satisfied or waived by Purchaser, in Purchaser’s reasonable discretion, within forty-five (45) days from (a) the Effective Date for the Outlot Properties, and (b) the expiration of the Site Plan Approval Period for the Carveout Properties (as to each Property, the “Due Diligence Period”). Purchaser may extend the Due Diligence Period applicable to a Property for one (1) beginning on additional fifteen (15) day period by providing written notice to Seller prior to the Effective Date expiration of the Due Diligence Period for such Property. In the event (x) Purchaser obtains an environmental report or assessment performed or prepared by a properly qualified, independent environmental professional and ending at 5:00 p.m. Eastern time on November 19(y) such report or assessment reasonably recommends a Phase II environmental site assessment be performed with respect to a Property, 2014 Purchaser may extend the Due Diligence Period applicable to such Property for an additional thirty (30) day period by providing written notice to Seller prior to the “Expiration expiration of the Due Diligence Period”). Purchaser’s sole right under this Agreement with regard to the inspection of a Property and any Environmental Matters under this Section 6 shall be a termination of this Agreement as to such Property prior to the expiration of the Due Diligence Period. Any such termination as to such Property shall be provided to Wal-Mart in writing prior to expiration of the Due Diligence Period. In the event this Agreement is terminated as to any Property under this Section 6, that portion of the Deposit applicable to such Property shall be released to Purchaser. In the event Purchaser fails to provide Seller with written notice of termination as to a Property on or before the expiration of the Due Diligence Period, the inspection of such Property shall be deemed satisfactory to Purchaser and Purchaser shall not have any further right, except as expressly provided herein, to terminate this Agreement as to such Property. At any time prior to the expiration of the Due Diligence Period, Purchaser may unilaterally elect to terminate the Due Diligence Period as to a Property and proceed toward Closing by delivering written notice of such election to Seller. Except for any pre-existing conditions on a Property, Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend indemnify and hold Seller and the Company harmless from and against any claim for liabilitiesand all claims, lossesliens, costscharges, expenses (including reasonable attorneys’ fees)encumbrances, damages or injuries other liabilities arising out of any act or resulting from failure to act of Purchaser or its authorized representatives or contractors as a result of their respective activities on the inspection of Property. As determined by Wal-Mart in its sole and absolute discretion, Purchaser agrees to (a) repair at its sole cost and responsibility, or (b) pay to Wal-Mart the cost of, any damages caused to a Property by any entry onto such Property by Purchaser or its agents authorized representatives or consultants, excluding contractors. In the event any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the entry onto a Property by Purchaser or its agents authorized representatives or consultants. Purchaser’s obligation contractors results in any claim, lien, charge, encumbrance, or other liability against a Property, Purchaser shall promptly take any and all actions necessary to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing remove, discharge, or any termination of this Agreementsatisfy such claim, lien, charge, encumbrance, or other liability.

Due Diligence Period. Buyer will, at Buyer's expense and within 30 days from Effective Date (a) During the period (the “"Due Diligence Period”) beginning on "), determine whether the Effective Date Property is suitable, in Buyer's sole and ending at 5:00 p.m. Eastern time on November 19absolute discretion, 2014 (for Buyer's intended use and development of the “Expiration of Property as specified in Paragraph 6. During the Due Diligence Period”), Purchaser shall have the rightBuyer may conduct any tests, upon a minimum of one Business Day’s prior telephonic or written notice analyses, surveys and investigations ("Inspections") which Buyer deems necessary to Seller, determine to make a physical inspection of Buyer's satisfaction the Property's engineering, including (i) a non-invasive inspection architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of the environmental condition thereof and such non-invasive physical engineering access to public roads, water, and other studies utilities; consistency with local, state and tests on the Property as Purchaser regional growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of to determine the environmental condition suitability of the Property for Buyer's intended use and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater)development. Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must Buyer will deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ written notice to Seller prior to inspecting any Tenant occupied portions the expiration of the PropertyDue Diligence Period of Buyer's determination of whether or not the Property is acceptable. Subject Buyer's failure to the provisions of comply with this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies requirement will constitute acceptance of the maintenance records Property in its present 'as is" condition. Seller grants to Buyer, its agents, contractors and reports assigns, the right to enter the Property at any time during the Due Diligence Period for the Property. Purchaser shall (i) exercise reasonable care at all times purpose of conducting Inspections; provided, however, that Purchaser shall be present upon the PropertyBuyer, (ii) at Purchaser’s expenseits agents, observe contractors and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to assigns enter the Property and made known conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from liability to Purchaserany person, (iii) arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer will not engage in any activities which would violate the provisions of any permit or license pertaining to activity that could result in a mechanic's lien being filed against the Property and made known to Purchaserwithout Seller's prior written consent. In the event this transaction does not close, (iv1) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) Buyer will repair any damage all damages to the Property resulting directly or indirectly from Purchaser’s activities at the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (vii2) Buyer will, at Buyer's expense release to Seller all reports and other work generated as a result of the Inspections. Should Buyer deliver timely notice that the Property is not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and acceptable, Seller agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice Buyer's deposit will be immediately returned to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller Buyer and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this AgreementContract terminated.

Due Diligence Period. (a) During the Purchaser shall have a period ending at 5:00 p.m. Chicago time on December 1, 2017 (the “Due Diligence Period”) beginning on ), to examine, inspect, and investigate the Effective Date Property and, in Purchaser’s sole judgment and ending discretion, to determine whether Purchaser wishes to proceed to purchase the Property. Purchaser may terminate this Agreement at 5:00 p.m. Eastern time on November 19any time, 2014 (for any or no reason, during the “Expiration Due Diligence Period by delivering written notice of such termination to Seller prior to the expiration of the Due Diligence Period”). If this Agreement is terminated pursuant to this Section 7, Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals ▇▇▇▇▇▇▇ Money shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known immediately refunded to Purchaser, (iii) not engage in and neither party shall have any activities which would violate the provisions of any permit further liability or license pertaining obligation to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted other under this Agreement or required by applicable law. Purchaser’s obligation pursuant except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to clauses (vi) and (vii) above shall survive any the termination of this Agreement. (b) If Seller does not receive a written termination notice from Purchaser understands and agrees that any on-site inspections prior to the expiration of the Property shall occur during normal business hours after the requisite prior notice to Seller and Due Diligence Period, then Purchaser shall be conducted in accordance with the terms hereof. Seller reserves the right deemed to have a representative present during any such inspections elected to proceed to purchase the Property and property manager interviewsthis Agreement shall continue in full force and effect. If Purchaser elects to proceed (or is deemed to have elected to proceed) to purchase the Closing does Property then, except as otherwise expressly provided in this Agreement, the ▇▇▇▇▇▇▇ Money shall not occurbe refunded to Purchaser, then on request by and Seller shall be entitled to keep and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of retain the Propertysame. (c) Purchaser agrees to protectPurchaser’s examination, indemnify, defend inspection and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection investigation of the Property by Purchaser or its agents or consultantsunder this Section is and shall at all times be subject to that certain Access Release and Indemnity Agreement dated as of October 27, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of2017 (the “Access Agreement”). The Access Agreement is hereby incorporated in, and then only deemed amended to be coterminous with, this Agreement. In the extent of, (i) Seller’s event of any conflict between a term or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection provision of the Property by Purchaser Access Agreement and a similar term or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination provision of this Agreement, the provision Access Agreement shall control.

Due Diligence Period. Buyer will, at Buyer's expense and within _90 days from Effective Date (a) "Due 127 Diligence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion. During the period 128 term of this Contract, Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which 129 Buyer deems necessary to determine to Buyer's satisfaction the “Due Diligence Period”) beginning on Property's engineering, architectural, 130 environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision 131 regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, 132 state and regional growth management and comprehensive land use plans; availability of permits, government 133 approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground 134 water contamination; and other inspections that Buyer deems appropriate. Buyer will deliver written notice to 135 Seller prior to the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum Period of one Business Day’s prior telephonic Buyer's determination of whether or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on not the Property as Purchaser deems appropriate in its sole discretion and (ii) 136 is acceptable. Buyer's failure to comply with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition this notice requirement will constitute acceptance of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater)in 137 its present "as is" condition. Prior Seller grants to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractorsagents, agents contractors and representatives on assigns, the Property, which insurance shall name Seller and right to enter the Company as additional insureds thereunder and Purchaser shall bear 138 Property at any time during the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions term of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports Contract for the Property. Purchaser shall (i) exercise purpose of conducting Inspections, upon reasonable care 139 notice, at all times a mutually agreed upon time; provided, however, that Purchaser shall be present upon the PropertyBuyer, (ii) at Purchaser’s expenseits agents, observe contractors and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to assigns enter 140 the Property and made known conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from 141 losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from 142 liability to Purchaserany person, (iii) arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer 143 will not engage in any activities which would violate activity that could result in a mechanic's lien being filed against the provisions of any permit or license pertaining Property without 144 Seller's prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the 145 Property resulting from the Inspections and made known return the Property to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use condition it was in prior to conduct of the Property pursuant 146 Inspections, and (2) Buyer will, at Buyer's expense release to their respective Leases, (v) not unreasonably interfere with the operation Seller all reports and maintenance other work generated as a 147 result of the Property, (vi) repair any damage to Inspections. Should Buyer deliver timely notice that the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) is not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and acceptable, Seller agrees that any on-site inspections of 148 Buyer's deposit will be immediately returned to Buyer and the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereofContract terminated. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. 149 (c) Purchaser agrees Walk-through Inspection: Buyer may, on the day prior to protectclosing or any other time mutually agreeable to the 150 parties, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the conduct a final "walk-through" inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs to determine compliance with this paragraph and expenses, damages or injuries arising out of, and then only 151 to ensure that all Property is on the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementpremises.

Due Diligence Period. (a) During As used in this Agreement, the period (the term “Due Diligence Period”) beginning ” shall mean the period commencing on the Effective Execution Date and ending at 5:00 p.m. (Eastern time time) on November 1925, 2014 2005 or such earlier date as Buyer may elect in writing. Between the Execution Date and the Closing Date, subject to applicable contracts and Seller’s right to prior written notice of and attendance at all meetings (the “Expiration including, without limitation, telephonic or other forms of communication) with third parties and employees of the Due Diligence Period”)Business, Purchaser during normal business hours Buyer and its agents, contractors and representatives shall have be entitled to enter the right, upon a minimum of one Business Day’s prior telephonic or written notice Real Property to Seller, to make a physical inspection perform any and all reasonable inspections and tests required by Buyer of the Business, the Real Property and the structural and mechanical systems within any Improvements located on the Real Property, including including, without limitation, environmental tests; provided, however, that (i) a non-invasive inspection any inspections or tests of the environmental condition thereof Leased Real Property leased or subleased by Seller or any of its Affiliates shall be conducted only upon receipt by Seller and Buyer of the prior written consent of the owner of such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its Leased Real Property, which consent may be withheld at such owner’s sole discretion and election, (ii) with such inspections or tests shall be conducted at Buyer’s sole risk, cost and expense, (iii) such inspections or tests shall not materially disrupt or disturb the ongoing operation of the Business, the Real Property or the rights of any tenants or users thereof beyond a de minimis extent, (iv) Buyer or its agents, contractors or representatives shall not drill or bore on or through the surface of the Real Property unless, and only to the extent that, Seller has provided its prior written consent allowing Buyer to do so, which consent shall not be unreasonably withheld, and at Seller’s consentelection, may be subject to reasonable conditions imposed by Seller, and (v) Buyer shall provide Seller with an original certificate of insurance, in a form reasonably approved by Seller, naming Seller, and each such other Person as Seller may name, as an additional named insured. Buyer shall not conduct any material environmental or physically intrusive inspection or test pursuant to this Section 2.08 without Seller’s specific prior written consent to the underlying scope of work, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater)consent shall not be unreasonably withheld. Prior to performing any material environmental or physically intrusive inspections or tests, Buyer shall furnish Seller with a detailed scope of work in respect of such inspection or test (whether non-invasive a “Scope of Work”). Within two (2) Business Days of Seller’s receipt of a Scope of Work from Buyer, Seller shall, pursuant to a written notice to Buyer, consent or otherwise)reasonably withhold Seller’s consent to such Scope of Work. If Seller does not furnish Buyer with the written notice contemplated by the immediately preceding sentence in the time and in the manner provided in this Section 2.08, Purchaser must deliver a certificate of insurance Seller shall be deemed to have consented to the applicable Scope of Work. At Seller’s election, Seller evidencing that Purchaser may subject Seller’s consent to certain reasonable conditions. After making any tests and its contractorsinspections pursuant to this Section 2.08, agents Buyer agrees to promptly restore the Real Property to substantially the same condition prior to such tests and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Propertyinspections, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller Agreement and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only an exception to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed limitations on liquidated damages provided in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement3.01 hereof.

Due Diligence Period. (a) During Transferee shall have the period (right, during the “Due Diligence Period”) beginning on , and thereafter if Transferee notifies Transferor that Transferee has elected to proceed to Closing in the Effective Date manner described below, to enter upon the Real Property and ending to perform, at 5:00 p.m. Eastern time on November 19Transferor's expense, 2014 (such surveying, engineering, and environmental studies and investigations as Transferee may deem appropriate. If such tests, studies and investigations warrant, in Transferee's sole, absolute and unreviewable discretion, the “Expiration purchase of the Property for the purposes contemplated by Transferee, then Transferee may elect to proceed to Closing and shall so notify Transferor and the Escrow Agent, in writing, prior to the expiration of the Due Diligence Period”), Purchaser shall have . If for any reason Transferee does not so notify Transferor and Escrow Agent of its determination to proceed to Closing prior to the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection expiration of the PropertyDue Diligence Period, including (i) a non-invasive inspection or if Transferee notifies Transferor and Escrow Agent, in writing, prior to the expiration of the environmental condition thereof Due Diligence Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate and such non-invasive physical engineering Transferee and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals Escrow Agent shall be duly licensed. Notwithstanding released from any further liability or obligation under this Agreement and, if requested by Transferor, Transferee will deliver such reports and materials to Transferor. (b) During the foregoingDue Diligence Period, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller Transferor shall make available to Purchaser Transferee, its agents, auditors, engineers, attorneys and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, fee schedules and any and all other material or information relating to the maintenance records Property which are in, or come into, Transferor's possession or control, or which Transferor may attain. Such information is more particularly described in EXHIBIT L attached hereto, as the same may be amended or supplemented by Transferor from time to time. (c) Within thirty (30) days from the date hereof, if requested by Transferee, Transferor shall deliver to Transferee an ALTA/ACSM survey or a boundary survey, as reasonably required by Transferee, of the Land and reports for the PropertyImprovements, prepared by a surveyor licensed to practice as such in the State, bearing a date not earlier than sixty (60) days from the date of its delivery and certified to both Transferee, Transferor and the Title Company (and any lender or other party designated by Transferee), showing the legal description of the Land, all dimensions thereof, and showing the location of Improvements on the Land and the setbacks thereof from the property line, as well as the setbacks required by applicable zoning laws or regulations (the "Survey"). Purchaser The Survey shall locate all easements which serve and affect the Land. The Survey shall reflect that no buildings or improvements located on any other property encroach upon the Land and that the Improvements located upon the Land do not encroach upon any other property. The surveyor preparing the Survey shall certify that (i) exercise reasonable care at all times that Purchaser shall be present upon the PropertySurvey is an accurate Survey of the Land and the Improvements, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to that the Property and Survey was made known to Purchaserunder the surveyor's supervision, (iii) not engage in any activities which would violate that the provisions Survey meets (a) the requirements of the Title Company for the issuance of the Owner's Title Policy free of any permit general survey exception, and (b) the minimum technical standards for land boundary surveys with improvements, set forth by applicable statutes or license pertaining to the Property applicable professional organizations, and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with all buildings and other structures and their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage relation to the Property resulting directly property lines are shown and that there are no encroachments, overlaps, boundary line disputes, easements, or indirectly from Purchaser’s activities at claims of easements visible on the Property and (vii) not disclose ground, other than those shown on the Survey. If Transferee has any confidential information except objection to Survey matters, the same shall be treated for all purposes as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination Title Objections within the provisions of this Agreement. (bd) Purchaser understands Transferor agrees to provide to Transferee, within five (5) business days following the date of this Agreement, a copy of any existing title insurance policies which Transferor may have in its possession or control covering the Real Property, together with legible copies of all exception documents referred to therein. During the Due Diligence Period, Transferee, at its expense, shall cause an examination of title to the Property to be made and agrees that any on-site inspections a preliminary title report to be issued (the "Preliminary Title Report"), and, prior to the expiration of the Property Due Diligence Period, shall occur during normal business hours notify Transferor of any defects in title shown by such examination that Transferee is unwilling to accept by delivering a pro forma copy of the Preliminary Title Report that reflects such unacceptable defects in title, which shall be designated as the Title Objections. Within ten (10) days after such notification, Transferor shall notify Transferee whether Transferor is willing to cure such defects. If Transferor is willing to cure such defects, Transferor shall act promptly and diligently to cure such defects at its expense. If any of such defects consist of mortgages, deeds of trust, construction or mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, and notwithstanding the foregoing, Transferor shall be obligated to pay and discharge such defects at Closing, except for the mortgages scheduled and set forth in EXHIBIT M attached hereto (the "Mortgage Indebtedness") which Transferee shall take subject to as provided in Section 2.3(a). For such purposes, Transferor may use all or a portion of the cash to close. If Transferor is unable to cure such defects by Closing, after having attempted to do so diligently and in good faith, Transferee shall elect (1) to waive such defects and proceed to Closing without any abatement in the Base Purchase Price, or (2) to terminate this Agreement. Transferor shall not, after the requisite date of this Agreement, subject the Property to any liens, encumbrances, leases, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Transferee's prior notice written consent. All title matters revealed by Transferee's title examination and not objected to Seller and by Transferee as provided above shall be conducted in accordance with the terms hereofdeemed Permitted Title Exceptions. Seller reserves the right If Transferee shall fail to have a representative present during examine title and notify Transferor of any such inspections Title Objections by the end of the Due Diligence Period, all such title exceptions (other than those rendering title unmarketable and property manager interviewsthose that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. If Notwithstanding the Closing does foregoing, Transferee shall not occur, then on request by Seller and payment by Seller be required to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish take title to Seller any draft of final reports received by Purchaser and requested by Seller relating the Property subject to any inspections matters which may arise subsequent to the effective date of its examination of title to the PropertyProperty made during the Due Diligence Period. (ce) Purchaser agrees Transferor shall deliver to protect, indemnify, defend Transferee within fourteen (14) days after the date of the execution of this Agreement by Transferor and hold Seller Transferee a disclosure schedule that accurately and the Company harmless from completely identifies and against any claim for liabilities, losses, costs, expenses describes (a) all Employment Agreements (including reasonable attorneys’ feesname of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.), damages or injuries arising out of or resulting from and (b) an updated Golf Club membership list, setting forth the inspection names of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection members of the Property by Purchaser or its agents or consultants. Purchaser’s obligation Golf Club, the length of their membership, the payment obligations of the members and a summary of the terms of the memberships (the "Disclosure Schedule"). (f) Transferor shall deliver to indemnify and hold harmless Seller and Transferee within thirty (30) days after the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination date of execution of this AgreementAgreement by Transferor and Transferee current searches of all Uniform Commercial Code financing statements filed with the Secretary of State of the State respecting Transferor, together with searches for pending litigation, tax liens and bankruptcy filings in all appropriate jurisdictions.

Due Diligence Period. (a) During the Buyer and its officers, employees, agents and consultants shall have a period (the “Due Diligence Period”) beginning commencing on the Effective Date and ending at 5:00 p.m. Eastern time on November 1930, 2014 2006 (the “Expiration Due Diligence Period”) in which to undertake at Buyer’s expense, such physical inspections and other investigations of and concerning the Property and the operation and use thereof, including surveys, soil borings, environmental studies, percolation, engineering studies, installation of monitoring ▇▇▇▇▇ and other tests as Buyer considers necessary for Buyer and its consultants to review and evaluate the physical characteristics of the Property and all Improvements thereon and to perform certain work or inspections in connection with such evaluation. For that purpose, Seller hereby grants to Buyer and its officers, employees, consultants, agents and assigns, full right of entry upon the Land and access to all Improvements, from the date hereof up to and including the earlier of the expiration of the Due Diligence Period”), Purchaser Period or termination of this Contract. Buyer shall have the right, upon provide Seller with a minimum of one Business Dayforty-eight (48) hours notice prior to commencing any intrusive, physical investigations (including any borings, installation of monitoring ▇▇▇▇▇ or other physical testing) on the Land to allow Seller’s prior telephonic representative the opportunity to visually observe any such investigations, at Seller’s discretion. Further, Buyer will not conduct any activities in jurisdictional wetland areas that would violate the terms of any permits or written notice applicable regulations. Buyer warrants to SellerSeller that it will only undertake such evaluation using consultants and contractors qualified to undertake and complete the various studies and investigations deemed necessary by Buyer. Buyer shall utilize only such consultants and contractors which employ methods and technologies consistent with generally accepted practices for each such study or investigation. Buyer shall promptly containerize, characterize and remove from the Property any investigation-derived wastes generated by its evaluation. Buyer agrees that it shall cause any physical damage to make the Property occasioned as a result of any soil borings or similar physical inspection tests or examinations to be repaired to the original condition thereof promptly upon the completion of any such test or examination. Buyer agrees to indemnify and hold Seller harmless from any claims, losses, or damages arising out of or occurring in connection with Buyer’s investigation of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consentany third party claims. This indemnity shall include any claims, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive losses or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance damages due to the applicable Seller evidencing that Purchaser and its contractorsspread, agents and representatives have in place comprehensive general liability insurance (with policy limits migration, or increase of any environmental contaminant resulting from Buyer’s invasive testing at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with Property. In the event an environmental study or other inspection should indicate the presence of Purchaserany hazardous materials, its contractorsBuyer shall not communicate any such information to any governmental entity or authority, agents and representatives on the Property, which insurance but shall name instead immediately provide such report(s) or information to Seller and the Company as additional insureds thereunder Seller shall make any communication or filing which may be required by law. Buyer agrees to indemnify and Purchaser shall bear the cost hold Seller harmless from any cost, loss or expense whatsoever arising from any breach of all this obligation to provide Seller with timely information regarding such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensedhazardous materials. Notwithstanding the foregoing, Purchaser Buyer shall give no fewer than two Business Days’ notice not be obligated to indemnify Seller prior pursuant to inspecting any Tenant occupied portions of the Property. Subject this Subsection 9(a) for damages or injury caused by Buyer’s consultant, contractor or other parties provided such contractor, consultant or other parties have been approved by Seller in writing and have provided such insurance in amounts, coverage and underwritten by companies acceptable to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requestSeller, and to the extent in Seller’s or the Company’s possession, which policies have Seller as an “additional insured.” Buyer shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times until Closing Date keep and maintain and shall require any and all consultants, contractors or other parties entering upon the Land to keep and maintain general liability insurance in such amount and underwritten upon companies acceptable to Seller. Seller may require the Buyer, its consultants, contractors and other parties to provide certificates evidencing the coverage herein required. The Buyer and Seller intend, in light of their mutual interests and the recognized possibly applicable joint defense privilege, that Purchaser the legal privilege for attorney-client communications, the doctrine of attorney “work product” protection, and all other applicable privileges and protections shall apply to all shared information, as hereinafter defined, to the same extent as if the information had not been so shared and disclosed. “Shared Information” shall be present upon the Propertydeemed to include, (ii) at Purchaser’s expensebut is not limited to, observe company documents, legal and comply with all applicable laws factual research, interviews or debriefing memoranda, and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection verbal reports, Purchaser will furnish to Seller as well as information received directly from any draft of final reports received by Purchaser and requested by Seller other party relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) 9 or related to any Hazardous Substance. Any information received by Buyer or Seller, or their respective attorneys or consultants, shall survive the Closing be conclusively presumed to be “Shared Information” disclosed pursuant to this Agreement and need not be specifically identified or any termination of specified as “Shared Information” disclosed pursuant to this Agreement. “Shared Information” shall not include, inter alia, publicly available documents. Buyer and Seller agree to keep all “Shared Information” strictly confidential and shall not disclose the same to any third party, without the prior written consent of the other party, except that a party may disclose information to their attorney or consultants (provided such consultants have signed a written agreement, agreeing to maintain the confidences in a form reasonably acceptable to Buyer and Seller). Should any Shared Information be subpoenaed by any entity or governmental authority, the party receiving the subpoena will promptly provide notice thereof to the other party, and the parties will fully cooperate if either party desires to contest or limit such subpoena.

Due Diligence Period. (a) During Purchaser shall have a period, commencing on the period Effective Date through the date which is sixty (60) calendar days thereafter (the “Due Diligence Period”), to perform due diligence with respect to the Real Property (including conducting such tests, studies, surveys, and/or other physical inspections of the Property as Purchaser deems necessary or appropriate), the Company, the Membership Interests, and all information relating thereto (including the Due Diligence Materials) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration Inspections”). Purchaser’s Inspections may encompass such matters as, without limitation, title and survey, environmental conditions, soil conditions, siting, access, traffic patterns, competition, financing, economic feasibility, platting, zoning, leasing status, and matters involving governmental cooperation. (b) The Purchaser shall have the absolute right to terminate this Agreement upon written notice to Seller delivered at any time prior to 8:00 p.m. local time in Jacksonville, Florida on the last day of the Due Diligence Period”), provided, however, in order for Purchaser to proceed beyond the expiration of the Due Diligence Period, Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or provide written notice to Seller, Seller from one of Purchaser’s named notice parties in Section 16.01(d) herein expressly stating Purchaser’s election to make a physical inspection proceed beyond the Due Diligence Period (the “Notice to Proceed”). If Purchaser does not provide the Notice to Proceed on or prior to the last day of the PropertyDue Diligence Period, including (i) a non-invasive inspection or if Purchaser provides written notice of its termination prior to such time, this Agreement shall automatically terminate and the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior Initial Deposit shall be immediately returned to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives the Parties shall have in place comprehensive general no further liability insurance hereunder (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect except with respect to those obligations hereunder which survive the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement). (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser Buyer shall have the right, upon right to a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a complete physical inspection of the Property as the Buyer deems appropriate to review and evaluate the Property, including (i) a non-invasive inspection the nature and extent of the environmental condition thereof Property, and such non-invasive physical engineering operations of the Property, and other studies all rights and tests liabilities related thereto. In consideration of the execution of this Agreement, Seller agrees to cause to be provided to or made available to Buyer, at no cost to Buyer, all items requested on the Property attached Exhibit B, via electronic mail submission or electronic data room, in an electronic format from which Buyer can generate an accurate and complete paper copy that is both legible and suitable for inspection and review. Buyer acknowledges receipt as Purchaser deems appropriate of the date hereof of all items listed on Exhibit B, other than those items listed on the attached Exhibit B-1. Buyer may request that other items be provided by Seller in its sole discretion addition to those specifically listed in Exhibit B, which items shall be mutually agreed upon by the Buyer and (ii) with Seller in their reasonable discretion; provided, however, that neither Buyer’s request for such additional items nor Seller’s consentagreement to provide those additional items shall extend or enlarge the Due Diligence Period. During the Due Diligence Period, which Seller may withhold in its sole discretion, further inspections of the environmental condition of Buyer shall have reasonable access to the Property at all reasonable times during normal business hours for the purpose of conducting reasonably necessary tests, including surveys and further physical engineering architectural, engineering, geotechnical and other studies environmental inspections and tests on the Property that are invasive or could alter the physical condition tests, provided that, when practicable, (a) Buyer will give Seller prior notice of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any such inspection or test and (whether non-invasive or otherwise)b) all such tests shall be conducted by Buyer in compliance with Buyer’s responsibilities set forth in Section 3.2 below. In the course of its investigation of the Property, Purchaser must deliver a certificate of insurance Buyer may make inquiries to third parties such as Existing Manager, parties to Property Agreements and municipal, local and other government officials and representatives; provided that Buyer shall not contact any parties to Property Agreements (other than the applicable Seller evidencing that Purchaser and its contractorsor the Existing Manager) without Seller’s prior written consent (not to be unreasonably withheld, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections conditioned or tests. All third-party professional inspection companies or individuals shall be duly licenseddelayed). Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice Buyer may contact and file permit applications with any governmental authorities required to Seller prior to inspecting any Tenant occupied portions of obtain the Propertypermits and approvals described in Section 7.8(a) hereof. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchasercooperate with Buyer’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur due diligence during normal business hours after the requisite prior so long as Buyer gives at least twenty-four (24) hours’ notice to Seller Seller, conducts such due diligence during normal business hours and shall be conducted in accordance with is not disruptive to the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% operation of PurchaserSeller’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of business at the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During Prior to Closing, Buyer and its agents and representatives shall have the right, upon twenty-four (24) hours prior written notice to Seller (which may be delivered by email to the addresses set forth in Section 12.7) and at Buyer's sole cost, risk and expense to perform a non-invasive inspection of each Property, which may include an Environmental Site Assessment and an engineer's inspection of the improvements. Any invasive inspection at the Properties shall require Seller's prior written consent. All inspections by Buyer of the Properties shall be during normal business hours and shall not unreasonably impede the normal day-to-day operation of the Properties and provided further that Seller shall be entitled to accompany the Buyer and its agents in connection with such inspection. Notwithstanding the foregoing, Buyer shall not have the right to interview any tenants at the Properties without the prior written consent of Seller. Buyer's rights under this Section shall be subject to the rights of tenants at the Properties. Seller shall use commercially reasonable efforts to allow Buyer to inspect all apartments at the Properties provided that any such inspection shall be subject to tenant's rights under the Leases. Buyer agrees to repair any damage to the Properties caused by such testing and inspection, to discharge any lien filed by any person employed or claiming to be employed by Buyer, and to indemnify and hold Seller harmless from and against any loss, expense, claim or liability caused by Buyer, or Buyer's representatives and employees in connection with Buyer's inspection pursuant to this Section 6.1 or any other entry by Buyer on the Properties. Anything contained herein to the contrary notwithstanding, the foregoing indemnity shall survive the Closing or the termination of this Agreement for any reason. Buyer represents and warrants that it carries not less than $5,000,000 general liability insurance with a contractual liability certificate which insures its indemnity obligations under this Agreement, which names Seller and NWR Management LLC, the property manager, as insured thereunder. Prior to Closing, Buyer and its agent and representatives may examine any and all records of Seller located at the Properties and Seller's offices, including without limitation any development, construction and repair records, Lease records, operating records, and tax assessment information. Without limiting the provisions of this Section 6.1, Buyer shall have the right, without Seller's consent, upon prior notice to Seller (which notice may be given by electronic mail to the addresses set forth in Section 12.7 or given verbally by telephone to the Property Manager at the telephone number set forth in Section 12.7) to contact Governmental Authorities regarding the Properties and matters related thereto. Buyer agrees to use reasonable efforts to permit a representative of Seller to be present on any contact made with any Governmental Authority, if Seller so desires, provided that Seller shall not cause any delay in Buyer's due diligence activities. Buyer's rights under this Section 6.1(a) shall continue in force and effect at all times from the date of this Agreement through the Second Final Closing or earlier termination of this Agreement irrespective of the expiration of the Due Diligence Period. (b) Without limiting the foregoing Section 6.1(a), promptly upon the execution of this Agreement by Seller, Seller shall provide Buyer with all of the documents/items, or copies thereof, listed on Exhibit L attached hereto and made a part hereof, to the extent in Seller's or any Seller-Related Entities' possession or control. (c) On or prior to the expiration of the Due Diligence Period, Buyer shall notify Seller of those Contracts which Seller is contractually entitled to terminate without cost that Buyer desires to have terminated. (d) Buyer shall have the period of time until 5:00 P.M. local time in New York, New York on September 17, 2013 (the “Due Diligence Period”) beginning within which to investigate and satisfy itself, in Buyer's sole discretion, as to legal, business, financial and factual matters relating to the Assets, including, without limitation, the documents and items delivered pursuant to Section 6.1(b) hereof. If Buyer determines, in Buyer's sole and absolute discretion, that the Assets are not acceptable to Buyer or that Buyer is not satisfied in all respects with the information or results of Buyer's investigations and analysis respecting the Assets, then Buyer shall have the right to terminate this Agreement by giving written notice thereof to Seller on or before the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration expiration of the Due Diligence Period”), Purchaser whereupon this Agreement shall have be deemed terminated, and in such event, the right, upon a minimum of one Business Day’s prior telephonic or Escrow Agent shall immediately return the ▇▇▇▇▇▇▇ Money together with all interest thereon to Buyer. If Buyer has not delivered written notice of its intention to Seller, terminate this Agreement prior to make a physical inspection the end of the PropertyDue Diligence Period, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals Buyer shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice deemed to Seller prior have waived its right to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under terminate this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementclause 6.1(d).

Due Diligence Period. (a) During The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and ending at continuing until 5:00 p.m. Eastern time (Pacific Time) on November 19April 15, 2014 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Expiration of the Due Diligence PeriodCommitment Date”), Purchaser then the Purchasers shall have the right, upon be entitled to a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection refund of the Property, including Deposit minus an amount of Three Hundred Thousand Dollars (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent$300,000), which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property Three Hundred Thousand Dollars (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance $300,000) shall be paid to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the PropertySellers, (ii) at Purchaser’s expenseafter 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Property and made known to Purchaser, Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not engage in any activities which would violate the provisions of any permit or license pertaining be entitled to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use a refund of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviewsDeposit. If the Closing does Purchasers do not occurterminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then on request by Seller this Agreement shall remain in full force and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Propertyeffect. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. 6.1 INVESTIGATIONS. Notwithstanding anything to the contrary contained herein, and in consideration of $100 paid by Purchaser to Seller as independent consideration for this Agreement, Purchaser shall have forty-five (a45) During days from and after the period Effective Date (if and as extended pursuant to the “provisions hereof, the "Due Diligence Period”") beginning within which to conduct any and all engineering, environmental and economic feasibility studies of the Property and the competitive market, which Purchaser may, in its sole discretion, deem necessary to determine whether or not the Property is suitable for Purchaser's intended use thereof; provided, and notwithstanding anything contained in this Agreement to the contrary, if Nomura has not approved the assumption by Purchaser of the Nomura Loan (on terms acceptable to Purchaser in its sole discretion) prior to the Effective Date expiration of the initial forty-five (45) day Due Diligence Period, the Due Diligence Period shall for all purposes herein be automatically extended until a date which is three (3) business days after the receipt by Purchaser of such approval from Nomura; provided further, Seller and ending at 5:00 p.m. Eastern time Purchaser acknowledge and agree that if such approval is not obtained by June 20, 1997, this Agreement shall automatically terminate, the Initial Deposit shall be returned to Purchaser by the Title Company, and the parties hereto shall thereafter have no further obligations one to the other hereunder, except as to Purchaser's obligations to return to Seller due diligence materials pursuant to Section 5.4 hereof, and except as to Purchaser's indemnification liabilities set forth in Section 6.1 and 19.1(d) hereof. Seller shall and shall cause Manager to exercise all reasonable efforts (without any out-of-pocket expense to Seller or Manager) to cooperate fully with Purchaser regarding any investigation Purchaser may wish to make of the Property or the operations of the Hotel. Purchaser agrees to exercise (and cause its authorized representatives to exercise) due care and reasonable prudence in performing such investigations and shall perform such investigations in a manner as shall not materially interfere with the operation of the Hotel. If Purchaser notifies Seller in writing on November 19or before the expiration of the Due Diligence Period that Purchaser does not desire to consummate the transaction contemplated by this Agreement, 2014 (for any reason whatsoever, this Agreement shall terminate, and the “Expiration Initial Deposit shall be immediately returned to Purchaser by the Title Company, and the parties hereto shall thereafter have no further obligation one to the other hereunder, except as to Purchaser's obligations to return to Seller due diligence materials pursuant to Section 5.4 hereof, and except as to Purchaser's indemnification liabilities set forth in Section 6.1 and 19.1(d) hereof. If Purchaser fails to so terminate this Agreement prior to the expiration of the Due Diligence Period”), Purchaser shall be deemed to have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of accepted the Property and further physical engineering shall proceed to Closing pursuant to the terms and other studies and tests on conditions hereof. Unless Purchaser timely terminates this Agreement as provided in this Section 6.1, or pursuant to Article 4 hereof, the Property that are invasive or could alter the physical condition of the Property (including examination of materialsDeposit shall, soil samplesexcept as otherwise specifically set forth in this Agreement, and groundwater). Prior to performing any inspection or test (whether be non-invasive or otherwise)refundable, Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted applied as provided in accordance with this Agreement, unless Seller is unable or unwilling to satisfy all conditions stated in this Agreement to which Purchaser's obligations hereunder are subject, in which case, the terms hereofDeposit shall be refunded to Purchaser. Seller reserves the right to have a representative present during any such inspections Purchaser hereby indemnifies, holds harmless, and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilitiesloss, lossescost, costsor expense (including, expenses (including reasonable attorneys’ without limitation, attorney fees), damages or injuries arising out of or ) resulting from any entry by Purchaser, or any employee, agent, principal of, or independent contractor of, Purchaser, upon the inspection Property in connection with any tests or evaluations conducted by Purchaser during the Due Diligence Period, or any lien asserted by any third party as a result thereof. This provision of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection immediately preceding sentence of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) 6.1 shall survive the Closing or any termination of this AgreementAgreement or the Closing.

Due Diligence Period. (a) During the period (the “Due Diligence Period”) beginning Commencing on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 hereof through the date which is thirty (30) days thereafter (the “Expiration of the Due Diligence Period”), Purchaser shall have the rightopportunity to review the Property (including conducting such tests, upon a minimum of one Business Day’s prior telephonic or written notice to Sellerstudies, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering surveys and other studies and tests on physical inspections of the Property as Purchaser deems appropriate necessary or appropriate) and all information relating thereto (the “Inspections”). Purchaser’s Inspections may encompass such matters as, without limitation, title and survey (as further provided in its sole discretion Section 6.01 below), environmental conditions, soil conditions, access, traffic patterns, economic feasibility, platting, zoning and (ii) matters involving cooperation with any Authority; provided, however, that any invasive testing or environmental Phase II studies will require prior written approval by Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of . If Purchaser is dissatisfied with the Property and further physical engineering and other studies and tests on the Property that are invasive for any reason or could alter the physical condition of the Property (including examination of materialsno reason whatsoever, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and then Purchaser shall bear have the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ right to terminate this Agreement upon written notice to Seller delivered at any time prior to inspecting any Tenant occupied portions 11:59 p.m. Eastern Time on the last day of the Property. Subject Due Diligence Period, in which event this Agreement shall terminate, the Deposit shall be promptly returned to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller Parties shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall have no further liability hereunder (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect except with respect to those obligations hereunder which survive the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) ). In the event Purchaser understands and agrees that any on-site inspections does not so notify Seller of its election to terminate this Agreement prior to 11:59 p.m. Eastern Time on the last day of the Property shall occur during normal business hours after the requisite prior notice to Seller and Due Diligence Period, Purchaser shall be conducted in accordance with deemed to have elected to proceed to Closing, subject to the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviewsconditions of this Agreement. If Purchaser elects to terminate this Agreement as provided in this paragraph, this Agreement shall terminate, the Closing does not occurDeposit shall be promptly returned to Purchaser, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses Parties shall have no further liability hereunder (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only except with respect to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall those obligations hereunder which survive the Closing or any termination of this Agreement).

Due Diligence Period. a. Within one hundred and eighty (a180) During calendar days following the period Effective Date (the “Due Diligence Period”) beginning on Buyer may perform the Effective Date following: (i) obtain, at Buyer’s sole cost, acceptable financing, appraisal, and ending at 5:00 p.m. Eastern time on November 19Survey; (ii) conduct any physical and/or environmental tests, 2014 studies, or investigations deemed necessary by Buyer, and (iii) confirm whether Buyer is able to obtain any and all municipal, state, and federal approvals, permits, licenses, consents of use, and zoning approvals from all governmental or private bodies/agencies having jurisdiction over ▇▇▇▇▇’s intended use of the “Expiration Property. In the event that municipal approvals are delayed or stalled due to unforeseen events out of the control of either party, then the Due Diligence Period”)Period shall be extended a commensurate period of time. b. If within the Due Diligence Period Buyer determines, Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior it does not desire to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on purchase the Property, which insurance shall name Seller Buyer may provide written notice to City of such desire to terminate this Agreement, and the Company as additional insureds thereunder and Purchaser parties shall bear the cost of all such inspections have no further obligation or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted liability under this Agreement Agreement, except for any which survive the Closing or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any early termination of this Agreement. (b) Purchaser understands and c. Buyer agrees that if it terminates this Agreement, as provided for herein, or fails to close the transaction contemplated hereby for any onreason, then, Buyer shall deliver to City, at no cost to City, but without representation or warranty with respect to the findings or information provided therein about the Property, complete copies of all third party consultant produced of ▇▇▇▇▇’s due diligence reports other than any attorney work product or attorney-site inspections of client privileged documents. d. Buyer shall keep the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% free of Purchaser’s out-of-pocket costs for any requested all liens arising through its inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property, and shall cause all such liens to be removed immediately upon being notified of the same. e. If Buyer does not provide written notice to City terminating this Agreement on or prior to the end of the Due Diligence Period, this Agreement shall remain in full force and effect. f. Should Buyer desire to close prior to the end of the Due Diligence Period, Buyer may provide City with written notice of its intent to do so. The provision of such notice by ▇▇▇▇▇ shall not affect the terms contemplated in this Agreement, except that the closing date shall occur on or before thirty (c30) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting days from the inspection date City receives such notice, unless the parties agree in writing to another date. g. Notwithstanding the foregoing, the Buyer’s Due Diligence Period may be extended upon written agreement of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this AgreementParties.

Due Diligence Period. (a) During the period (the “Due Diligence Period”) beginning on Prior to the Effective Date Seller and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), its representatives have provided Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof its representatives with certain documents and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance materials related to the applicable Seller evidencing that Purchased Assets requested by Purchaser and Seller or its contractors, agents representatives shall provide additional documents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject materials related to the provisions of this Section 2.3, Purchased Assets as reasonably requested by Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available possession (all documents and materials provided to Purchaser copies of or its representatives by Seller or its agent, whether before or after the maintenance records Effective Date, are collectively referred to herein as the “Due Diligence Materials”). Subject to the terms, conditions and reports for limitations set forth in this Section 5(a), Purchaser (and its employees, representatives, consultants, contractors and other agents) shall have the Property. right, at reasonable times and on reasonable prior notice to Seller, to enter upon the Property to conduct such inspections, investigations, tests and studies as Purchaser shall deem necessary, including environmental site assessments, physical examinations, due diligence investigations, touring the Facility, reviewing the books and records related to the financial condition and the operations thereof and observing the day-to-day operations and management thereof (collectively, “Inspections”). (i) exercise reasonable care at all times that Purchaser All of the Inspections shall be present upon conducted at the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and expense of Purchaser without contribution from Seller of any conditions imposed by any insurance policy then in effect kind or amount except with respect to the Survey as provided in Section 5(b)(ii). Purchaser shall not cause or permit any mechanics’ liens, materialmens’ liens or other liens to be filed against the Property and made known to Purchaseras a result of the Inspections. (ii) Neither Purchaser nor its employees, representatives, consultants, contractors or other agents shall be permitted to: (1) perform any Phase II environmental assessments or any tests that require the physical alteration of the Property (including borings or samplings), without the prior written consent of Seller in each instance, or (2) review any documents excluded by Seller. (iii) not engage in At Seller’s election, a representative of Seller may be present during any activities which would violate the provisions of any permit entry by Purchaser or license pertaining to its employees, representatives, consultants, contractors or other agents upon the Property and made known for conducting said Inspections. Purchaser shall take all necessary actions to Purchaserensure that neither it nor any of its employees, representatives, consultants, contractors or other agent interfere with the ongoing operations occurring at the Property during the course of performing any such Inspections. Except with S▇▇▇▇▇’s permission Purchaser shall not have direct interviews or other contact with any residents of the Facility. (iv) not unreasonably disturb Except to the Tenants extent caused by the negligence or unreasonably interfere with their use misconduct of the Property pursuant to their respective Leases, Indemnified Parties (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reportsdefined below), Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, shall indemnify, defend and hold Seller Seller, Operator and their respective officers, directors, partners, members, managers, mortgagees, employees, agents and representatives (collectively, the Company “Indemnified Parties”) harmless from and against any claim for liabilitiesand all claims, losses, damages, costs and expenses including reasonable attorneys fees’ and court costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or in connection with the activities of Purchaser (or Purchaser’s employees, representatives, consultants, contractors or other agents) on or about the Property, including mechanics’ liens, damage to the Facility and injury to persons or property resulting from such activities; provided, Purchaser shall have no liability for the inspection discovery of pre-existing conditions affecting the Real Property except to the extent exacerbated by Purchaser or its agents or Purchaser’s employees, representatives, consultants, excluding contractors or other agents. Without limiting the foregoing, in the event that the Real Property or the Personal Property is damaged, disturbed or altered in any liabilitiesway as a result of such activities, losses, costs and expenses, damages or injuries arising out of, and then only Purchaser shall promptly restore such property to its condition existing prior to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection commencement of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementsuch activities.

Due Diligence Period. (a) During 11.1 Seller agrees to provide Buyer, immediately upon execution of this Contract, all documents, surveys, letters, approvals, reports, examinations, title information, environmental and engineering information regarding the period Property, any tests, studies, reports and applications, architectural and engineering plans, any applicability applications or determinations issued by the New Jersey Department of Environmental Protection, all certificates of inspection, all inspection reports from inspections performed at the Property by officials of the municipality and State, any flood survey of the Property, real estate property tax bills, and any other information related to the Property in the possession of Seller (the “Due Diligence Documents”). 11.2 The period of time to perform the examinations in this Section shall be referred to as the “Due Diligence Period”) beginning .” The Due Diligence Period shall begin on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 shall end one hundred and twenty (120) days thereafter (the “Expiration Due Diligence Date”); provided, however, that the Due Diligence Period may be extended upon written consent of Seller in its sole and absolute discretion. 11.3 If, during the Due Diligence Period, the Buyer determines to terminate this Agreement for any reason, or for no reason, it may do so by giving notice to the Seller and Escrow Holder on or before 11:59 PM on the Due Diligence Date (“Notice of Termination”), Purchaser which notice may be by email. Upon any such termination, this Agreement shall be null, void and of no further force and effect, and neither Party shall have any further liability to the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection other except for the return of the Property, including (i) a non-invasive inspection Deposit to Buyer by Escrow Holder. 11.4 If the Buyer has not given its Notice of the environmental condition thereof and such non-invasive physical engineering and other studies and tests Termination prior to 11:59 PM on the Property Due Diligence Date, then this Agreement shall remain in full force and effect and Buyer shall have no further right to terminate this Agreement except as Purchaser deems appropriate otherwise specifically provided in this Agreement. 11.5 During the Due Diligence Period, Buyer shall be permitted to conduct, at its sole discretion and (ii) with Seller’s consentown expense, which Seller may withhold in its sole discretion, further inspections of whatever due diligence regarding the environmental condition of the Property and further physical engineering the Buyer deems necessary including, but not limited to, engineering, environmental (including specifically a Phase I or II Environmental Site Assessment, Preliminary Assessment, and/or Site Investigation, as such terms are defined under Environmental Laws), sampling of soil or water for laboratory analysis, soil borings or like invasive testing (the “Due Diligence”). 11.6 In conducting the Due Diligence as described above, Buyer shall NOT utilize or consult with a Licensed Site Remediation Professional or Subsurface Evaluator (as such terms are defined under applicable Environmental Laws). 11.7 Buyer shall not disclose any results, data, reports and other studies and tests on the Property that are invasive documents (“Buyer Reports”) arising from or could alter the physical condition of the Property (including examination of materialsrelated to its Due Diligence to any federal, soil samplesstate or local government entities or agencies or quasi-government entities or agencies, and groundwater)except where required by law. Prior Before disclosing any Buyer Reports to performing any inspection federal, state or test (whether nonlocal government entities or agencies or quasi-invasive government entities or otherwise)agencies as provided herein, Purchaser must deliver a certificate of insurance to the applicable Buyer shall provide Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not no less than statutory requirementstwenty-four (24) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Dayshours’ notice to allow Seller prior to inspecting object to any Tenant occupied portions such disclosure. Buyer shall maintain electronic copies of the Property. Subject to the provisions all Buyer Reports for at least two (2) years and shall ONLY provide copies of this Section 2.3, Purchaser upon prior notice same to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in upon Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreementexpress written request. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser and its representatives for review the Due Diligence Materials in accordance with Section 7.2 hereof. In addition, during the Due Diligence Period, the Purchaser may conduct such tests, studies and evaluations of the Facility and its condition and operations as the Purchaser, in its sole and absolute discretion deems appropriate, and shall be given continuing access to the Facility after notice (which may be by telephone, facsimile or otherwise) at all reasonable times for such purposes. The Purchaser shall use commercially reasonable efforts to minimize interruption with the conduct of the Business. The Purchaser shall provide to the Seller upon the expiration of the Due Diligence Period copies of third-party structural and/or environmental reports, if any, conducted on behalf of the maintenance records Purchaser if completed as of such date. The Purchaser, at any time prior to 6:00 p.m. (Eastern Standard Time) of the last day of the Due Diligence Period, TIME BEING OF THE ESSENCE may elect for any reason or no reason not to acquire the Acquired Assets by written notice to the Seller of such election, in which event, the Deposit shall be refunded to the Purchaser and reports for this Agreement shall terminate. Purchaser's right to terminate this Agreement pursuant to this Section 8.1(a) shall lapse on the Property. expiration of the Due Diligence Period in the event Purchaser shall (i) exercise reasonable care at all times that fails to send such written notice of termination and, in such event, Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect bound to the Property and made known to Purchaser, (iii) not engage in any activities which would violate perform under the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) The Purchaser understands shall not conduct or permit any physically invasive testing or other inspection or due diligence (collectively, "Work") of, on or under the Facility without first obtaining the Seller's written consent as to the timing and scope of such Work to be performed (which consent shall not unreasonably withheld or delayed). The Purchaser agrees that any on-site inspections in connection with entering onto the Facility to perform work, the Purchaser and the Purchaser's agents, architects and employees shall (1) obtain or be covered by liability insurance in an amount not less than $1,000,000 per occurrence and, upon request of the Property shall occur during normal business hours after Seller, provide the requisite prior notice to Seller and shall be conducted in accordance with written evidence of the same, (ii) not unreasonably interfere with the terms hereof. Seller reserves the right to have a representative present during activity of any such inspections and property manager interviews. If the Closing does not occurtenants, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reportsguests, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections employees, visitors or agents of the PropertySeller or any Tenant or any other persons at the Facility and (iii) restore promptly, at the Purchaser's cost, any damages caused to the Facility by the Purchaser, its agents, architects and employees. (c) The Purchaser agrees to protect, shall indemnify, defend and hold harmless the Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses cost expense (including reasonable attorneys’ fees)' fees and disbursements, damages as incurred) loss, claim, liability or injuries arising out cause of or action whatsoever resulting solely from the inspection Purchaser or the Purchaser's agent's, employer's, architect's or representative's performance of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultantsWork. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) Such indemnity shall survive the Closing or any earlier termination of this AgreementAgreement for a period of one year.

Due Diligence Period. PURCHASER shall have thirty (a30) During days from the period full execution of this Agreement to conduct, at its sole cost and expense, any of its due diligence (the “Due Diligence Period”). PURCHASER shall provide written notice to SELLER that PURCHASER is commencing its due diligence (“Due Diligence Notice”). a. Upon receipt of the Due Diligence Notice, SELLER shall provide PURCHASER with copies of the following, if available to SELLER: (i) beginning existing deed; (ii) existing title insurance policy; (iii) existing survey, (iv) copies of title exception documents of record; (v) existing environmental, engineering and soils reports, (vi) existing engineering and/or wetland reports (if applicable), (vii) copies of existing zoning documentation, (viii) copies of tax bills and assessment history for the previous three (3) years; and (ix) all government notices, permits and licenses. b. During the Due Diligence Period, PURCHASER shall have unlimited access to the Subject Property for the purpose of making inspections, test borings, soil analysis, and such other tests and surveys thereon as deemed necessary by PURCHASER, including a Phase I and II environmental. PURCHASER shall indemnify, defend, and hold harmless the SELLER, its officials, officers, employees, and agents from any claims or demands that may be made by any third party against the SELLER, its officials, officers, employees, and agents arising out of the access granted hereunder. PURCHASER shall, at its sole cost and expense, restore the Subject Property to its condition existing immediately prior to inspection. If the inspections, surveys, test borings or soil analysis do not show to the PURCHASER's satisfaction that the said Subject Property is suitable for PURCHASER's intended use or indicate, in PURCHASER's sole judgment, that there are hazardous substances present on the Effective Date and ending at 5:00 p.m. Eastern time on November 19Subject Property (“Unacceptable Conditions”), 2014 (PURCHASER shall notify SELLER of such Unacceptable Conditions prior to the “Expiration expiration of the Due Diligence Period”), Purchaser and SELLER may, at its sole cost and expense, remedy and/or correct, to the PURCHASER’s satisfaction, the Unacceptable Conditions prior to Closing or if SELLER fails to remedy and/or correct the Unacceptable Conditions, PURCHASER shall have the right, upon a minimum of one Business Day’s prior telephonic or right to terminate this Agreement by written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller SELLER and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals Deposit shall be duly licensedrefunded to PURCHASER. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted The indemnity under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (visubsection 5(b) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller Agreement and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this AgreementClosing.

Due Diligence Period. A. Purchaser shall have a period of seventy-five (a75) During days from the period Contract Effective Date (defined in Article XII.L), TIME BEING Otf THE ESSENCE, to conduct its due diligence review of the Premises, inspect the Premises and perform various studies and certain tests at the Premises ("Tests") (including, for the avoidance of doubt, the Building and the fuel pumps located on the Land (the “"tfuel Station")), at its sole cost and expense (the "Due Diligence Period”) beginning "). Promptly following the Contract Effective Date, Seller shall provide Purchaser with copies of all leases, licenses, occupancy agreements, services contracts, insurance policies, surveys, title policies, plans, specifications, bills and material records, agreements with governmental authorities and any other documents related to Seller's use, occupancy and ownership of the Premises, including, without limitation, all information and documents in Seller's possession with respect to the tfuel Station. Purchaser shall have the right to engage an environmental consultant to conduct an asbestos report and Phase I Environmental Assessment of the Premises (a "Phase I"); provided that such reports shall be issued to and in the name of Purchaser's counsel and that Purchaser shall not disclose any Environmental Condition to any Governmental Authority without Seller's consent unless required in connection with obtaining the Approvals or any submission in furtherance thereof. Purchaser shall deliver a copy of such Phase I to Seller immediately upon Purchaser's receipt thereof. In the event that the Phase I recommends a Phase II Environmental Assessment (a "Phase II"), then, subject to the provisions of this Article VIII, Purchaser shall have the right to engage an environmental consultant satisfactory to both Seller and Purchaser, in their reasonable discretion, to perform the Phase II, at Purchaser's sole cost and expense. Seller and Purchaser hereby acknowledge and agree that N&P Engineering, Architecture and Land Surveying, PLLC is an approved environmental consultant hereunder to perform such Phase IL In addition, Purchaser shall be entitled to conduct groundwater sampling and soil borings for geotechnical and environmental review purposes in connection with the improvements Purchaser intends to construct (the "Soil Borings"), subject to the further provisions of this Article VIII and subject additionally to Seller's reasonable approval of the location of the Soil Borings, which shall include locations near the Fuel Station. B. At any time during the Due Diligence Period, Purchaser may, by written notification sent to Seller's attorney, cancel this Contract for any reason or no reason. In the event Purchaser cancels this Contract pursuant to this Article VIII, this Contract shall become null and void, without any further liability or obligation on the Effective Date part of either party to the other, except as may be expressly stated otherwise, and ending at 5:00 p.m. Eastern time on November 19, 2014 (Escrow Agent shall promptly refund the “Expiration Initial Downpayment to Purchaser. In the event Seller's attorney does not actually receive a written cancellation notice prior to the expiration of the Due Diligence Period”), TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right to cancel this Contract and except as otherwise expressly set forth herein, Purchaser shall have no further right to cancel this Contract. C. Subject to the rightterms below, upon a minimum of one Business Day’s prior telephonic or written notice Seller hereby grants to SellerPurchaser, to make a physical inspection of the Propertyits agents, including (i) employees, consultants, inspectors, appraisers, engineers and contractors a non-invasive inspection of exclusive license and right to enter upon the environmental condition thereof Premises and such non-invasive physical engineering access the Building and other studies and tests on to conduct the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of Tests during the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals Due Diligence Period. D. The Tests shall be duly licensed. Notwithstanding the foregoingconducted during business hours, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3WITH A DISTRICT REPRESENTATIVE PRESENT AT ALL TIMES, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requestunless such right is waived by Seller, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted pursuant to and in accordance strict compliance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occurapplicable codes, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reportsrules, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections regulations, or laws of the Property. (c) Purchaser agrees to protectTown of Islip, indemnify, defend County of Suffolk and hold Seller State of New York and of the State Education Department. Except for the Phase II and the Company harmless from and against any claim for liabilitiesSoil Borings described above, lossesno boring, costsdrilling or other invasive tests or other physical intrusion into the Buildings or Land comprising the Premises will be made without the prior written consent of Seller in each instance, expenses (including reasonable attorneys’ fees)which consent shall not be unreasonably withheld, damages conditioned or injuries arising out of delayed. No test or resulting from the inspection activity that shall cause pollution or contamination of the Property by Purchaser or its agents or consultantsPremises, including but not limited to, soil and ground water, may be conducted (excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any mere discovery of pre-existing condition discovered conditions). No test or revealed activity that uses any hazardous or toxic substances of any kind in violation of applicable laws may be conducted on the inspection Premises. All Tests conducted at or on the Premises shall be in conducted in such a commercially reasonable manner as to minimize any interruption to Seller and to the use and occupancy of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller Building and the Company pursuant to this Section 2.3(c) Land. E. Purchaser shall survive provide Seller with a copy of each of the Closing or any termination of this Agreement.Test results within three

Due Diligence Period. (a) During Buyer acknowledges that it has been engaged in extensive due diligence prior to the period date of this Agreement. Buyer shall have the right, until 5 p.m., local time, on August 31, 2004 (the “"Due Diligence Period”") beginning on to continue to conduct such inspections, studies, and evaluations of the Effective Date Acquired Assets, as Buyer in Buyer's sole discretion deems necessary, to determine the suitability and ending fitness of such assets and property for its intended uses by Buyer. During the Due Diligence Period, Buyer shall have reasonable access to (i) the Acquired Assets, (ii) any records, information, or documents relating to the Acquired Assets, and (iii) any governmental agencies having jurisdiction over any matters affecting the Acquired Assets. Seller shall reasonably furnish Buyer with any such records, information, or documents in Seller's possession at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration commencement of the Due Diligence Period”). 3.3.1 Buyer shall notify Seller in writing, Purchaser shall have on or before the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection expiration of the PropertyDue Diligence Period, including of Buyer's intention to (1) waive this contingency or (2) terminate this Agreement. If Buyer elects to waive this contingency, Buyer shall be deemed to have accepted the Acquired Assets subject to any matters discovered during the Due Diligence Period and "as is where is", and the Deposit shall immediately become completely non-refundable except in the event of (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and Seller's default, or (ii) the non-occurrence of a condition precedent to Buyer's obligation to close contained in paragraph 8 below. If Buyer elects to terminate this agreement (which Buyer may do for any reason during the Due Diligence Period), the Deposit, together with Seller’s consentinterest earned thereon, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samplesshall be returned to Buyer, and groundwater). Prior to performing any inspection thereafter the parties hereto shall have no further liabilities or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance obligations each to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on other. 3.3.2 Nothing contained herein shall prevent the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to parties from modifying the provisions of this Section 2.3Agreement as a result of matters discovered by Buyer during the Due Diligence Period, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times provided that Purchaser any such modification shall be present upon the Property, (ii) at Purchaser’s expense, observe in writing and comply with signed by all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreementparties. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During the period (the “Due Diligence Inspection Period”) beginning on from the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 of Agreement through the Approval Date identified in Line 7 of the Summary Statement (the “Expiration of the Due Diligence PeriodApproval Date”), (A) Seller shall permit Purchaser to examine, at reasonable times, the books and records in Seller’s possession or control relating to the Property, (B) Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Sellerat reasonabletimes, to make a physical inspection (I) inspect the Land, Improvements, Appurtenant Rights and Personal Property, (II) review the Leases and the Contracts, and (III) conduct non-invasive environmental audit or audits of the PropertyProperty (with copies of the reports relating to such audits delivered to Seller when completed), including and (C) Purchaser shall be given reasonable access to the Property for the purpose of making such tests, inspections and investigations. All of the foregoing inspections, reviews, interviews, tests, investigations and studies to be conducted under this Section 10(a) by Purchaser shall be subject to the following: (i) a non-invasive inspection of the environmental condition thereof Such studies, tests, inspections, interviews, reviews and such non-invasive physical engineering investigations shall take place during normal business hours upon reasonable notice to Seller or its designated agents and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, consent (which Seller may withhold be withheld in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance ) shall be required prior to the applicable performance of any drilling, boring or other invasive testing or procedures. Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding entitled to be present during any investigation, interview, inspection, testing or other visit to the foregoingLand and Improvements; (ii) In the event the Closing does not occur, Purchaser shall give no fewer than two Business Days’ notice promptly return to Seller prior any documents obtained from Seller or Seller’s agents (and return or destroy any copies thereof); (iii) Purchaser shall not suffer or permit any lien, claim or charge of any kind whatsoever to inspecting any Tenant occupied portions of the Property. Subject attach to the provisions of this Section 2.3Property or any part thereof; and (iv) Such tests, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, investigations and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser studies shall be present upon the Property, (ii) at Purchaser’s expense, observe sole cost and comply with all applicable laws expense and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) shall not unreasonably interfere with the operation and maintenance of the Property, (vi) repair Property and shall be subject to the rights of tenants. In the event of any damage to the Property resulting directly caused by Purchaser, its agents, engineers, employees, contractors or indirectly surveyors (including without limitation pavement, landscaping and surface damage), Purchaser shall restore or pay the cost incurred by Seller to restore the Property to the condition existing prior to the performance of such tests, investigations or studies; such obligation shall survive the termination of this Agreement. Purchaser shall defend, indemnify and hold Seller harmless from any and all liability, cost and expense (including without limitation reasonable attorneys’ fees, court costs and costs of appeal) suffered or incurred by Seller for death or injury to persons or property caused by or arising out of Purchaser’s activities reviews, interviews, investigations, tests, studies and inspections of the Property; such obligation shall survive the Closing or the earlier termination of this Agreement. Prior to commencing any such tests, studies and investigations, Purchaser shall furnish to Seller a certificate of insurance evidencing comprehensive general public liability and property damage insurance insuring the person, firm or entity performing such tests, studies and investigations listing Seller as loss payee and Seller and Purchaser as additional insureds thereunder in the amount of Three Million Dollars ($3,000,000.00) combined single limit for personal injury and property damage per occurrence and from an insurer reasonably satisfactory to Seller. If, in the sole discretion and at the Property sole election of Purchaser, any of said tests, inspections or investigations are unsatisfactory to Purchaser, in any manner or for any reason in Purchaser’s sole discretion, Purchaser may terminate this Agreement as provided below. If Purchaser notifies Seller and Escrow Agent, in writing, on or before 5:00 p.m. (Eastern time) on the Approval Date of Purchaser’s election to terminate this Agreement, this Agreement shall terminate, the Initial Deposit and all interest earned thereon shall be delivered to Purchaser and the parties hereto shall have no further obligations hereunder (except for obligations that are expressly stated herein to survive termination of this Agreement). If Purchaser so elects to terminate this Agreement, Purchaser shall promptly upon Seller’s request following such termination deliver to Seller copies of all documents, studies and reports obtained by Purchaser in connection with its due diligence (which obligation shall survive the termination of this Agreement), If Purchaser fails to notify Seller, in writing, on or before 5:00 p.m. (Eastern time) on the Approval Date, of Purchaser’s election to terminate this Agreement, Purchaser’s right to terminate this Agreement under this Section 7(a) shall expire. Notwithstanding the foregoing, Purchaser’s right to terminate this Agreement pursuant to the Title Election remains in effect subsequent to the Approval Date and may be exercised by Purchaser in accordance with Section 6 hereof. (b) The obligation of Purchaser to close the transaction contemplated by this Agreement is further subject to the condition that: (i) the representations and warranties of Seller contained in this Agreement are true and correct, in all material respects, at the Date of Agreement and as of the Closing Date, and (viiii) not disclose all of the obligations of Seller to be performed hereunder and per the Escrow on or before the Closing Date have been substantially completed in a timely manner. Purchaser shall give written notice to Seller within five (5) Business Days after Purchaser’s receipt of any confidential information except as permitted notice disclosing that any Seller representation and warranty is no longer true and correct; provided, however, that Purchaser’s failure to give such written notice shall in no instance constitute a default by Purchaser under this Agreement or required by applicable lawbut shall instead only serve to bar Purchaser from raising such matter as a failure of a condition precedent to Purchaser’s obligation to close the transaction. Seller shall give written notice to Purchaser within five (5) Business Days if Seller gains actual knowledge that any Seller representation and warranty is not true and correct in any material respect. Purchaser’s obligation election to proceed with the Closing shall result in Purchaser’s waiver of any remedy resulting from the incorrectness in such representation or warranty or from the incorrectness in any other representation or warranty of Seller of which Purchaser shall have actual knowledge at or prior to Closing. The foregoing waiver shall survive the Closing. (c) All information, data and documents relating to the Property not otherwise available in the public domain (including without limitation those furnished pursuant to clauses (vithe terms and provisions of Section 10(a)) obtained by Purchaser from Seller or any other party or discovered by Purchaser during the term of this Agreement shall be maintained by Purchaser in strict confidence and shall not be revealed to any other party except Purchaser’s employees, contractors, investors, attorneys and financial advisors but then only if Purchaser has notified the party to whom such information is revealed to maintain such information in strict confidence and not reveal any such information to any other party. Nothing contained within this Section 7(c) shall preclude Purchaser from providing this Property information to lenders in conjunction with loan financing for the purchase of the Property applied for by Purchaser, provided that Purchaser direct such lenders to the covenants in this Section 7(c) and (viirequest that they abide thereby, or pursuant to an order, law, rule or regulation of any administration, governmental agency or authority. The provisions of this Section 7(c) above shall survive any the termination of this Agreement. (bd) Prior to the Approval Date, Purchaser understands and agrees that any on-site inspections shall notify Seller which Contracts the Seller is to terminate as of the Property shall occur during normal business hours after the requisite Closing Date, provided that such Contract(s) is/are cancelable upon not less than thirty (30) days prior notice to Seller and shall be conducted in accordance with the terms hereofwritten notice. Seller reserves shall terminate the right existing property management agreement (the “Property Management Agreement”) in effect at the Property on or prior to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the PropertyDate. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. Purchaser shall have until 5:00 p.m., pacific time on September 30, 2014 (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern 5:00p.m., pacific time on November 19September 30, 2014 (2014, the “Expiration "Due Diligence Period") to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser's sole discretion, to determine the feasibility of acquiring the Properties. During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1, upon notice, Seller shall provide Purchaser or its designated representatives access to the Properties at reasonable times to conduct, at Purchaser's sole cost and expense, its due diligence with respect to the Properties. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period”), however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole discretion) that any of the Properties are unsuitable for their purposes for any reason, then Purchaser may terminate this Agreement in whole by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. In addition, in the event that (i) Purchaser has a commercially reasonable objection to the title, survey, environmental, financial or zoning information contained in, or derived from, the Property Information (as hereinafter defined) or the reports and studies obtained or conducted by Purchaser during the Due Diligence Period, or (ii) Purchaser discovers a defect in any Property that materially diminishes the value or marketability of such Property, Purchaser shall have the rightright to partially terminate this Agreement with respect to up to five (5), upon and not more than five (5), Properties by written notice to Seller given at any time prior to the expiration of the Due Diligence Period (the "Partial Termination Right"). If Purchaser terminates this Agreement in whole, then the ▇▇▇▇▇▇▇ Money less one-half of the escrow fees shall be returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination of this Agreement. If Purchaser exercises its Partial Termination Right, the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit A, and neither party shall have any further rights or obligations under this Agreement with respect to such Property. Purchaser's failure to so terminate this Agreement within the Due Diligence Period shall be deemed a minimum waiver by Purchaser of one Business Daythe condition contained in this Section 8.1, and thereafter the ▇▇▇▇▇▇▇ Money shall not be refunded to Purchaser except pursuant to another express provision of this Agreement. Purchaser’s right of inspection pursuant to this Section 8.1 is and shall remain subject to the rights of tenants of the Properties and Purchaser shall use reasonable efforts to minimize interference with such tenants. Notwithstanding any other provision of this Agreement, no inspection of the Properties shall be undertaken without two (2) business days prior telephonic or written notice to Seller, . Seller or Seller’s representative shall have the right to make be present at any or all inspections. No inspection shall involve the taking of samples or other physically invasive procedures without the prior consent of Seller. Any inspection or test shall be performed by a physical inspection of the Property, including person (ia) a non-invasive inspection of the environmental condition thereof properly licensed and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion qualified and (iib) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections who has obtained all appropriate permits for performing such inspection or test. Upon the completion of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice restore such Property to Seller its condition prior to inspecting any Tenant occupied portions of the Propertysuch inspection or test. Subject Notwithstanding anything to the provisions of contrary contained in this Section 2.3Agreement, Purchaser upon prior notice shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller may meet with the current property manager and its past or present affiliates, equity holders, employees, directors, officers, agents, representatives, tenants and successors and assigns harmless from and against any and all loss, cost, expense, liability, damage, demand, proceeding, obligation, cause of action or claim (whether known or unknown, absolute or contingent, both at the Property. At Purchaser’s requestlaw and in equity, and to the extent including, without limitation, reasonable attorneys’ fees incurred in Seller’s connection therewith) arising out of or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at right of entry upon and inspection and testing of the Property Properties as provided for in this Section 8.1, and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above such indemnity shall survive the Closing and any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During the period Within five (the “Due Diligence Period”5) beginning on business days after the Effective Date and ending at 5:00 p.m. Eastern time on November 19Date, 2014 (the “Expiration of the Due Diligence Period”), Purchaser Seller shall have the right, upon a minimum of one Business Day’s prior telephonic deliver or written notice cause to Seller, be delivered to make a physical inspection of the Property, including Purchaser: (i) a non-invasive inspection of any existing title policies for the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and Property; (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections copies of the environmental condition property tax ▇▇▇▇▇▇▇▇ associated with the Property for the last two (2) years; (iii) any ALTA survey of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent currently in Seller’s possession; (iv) any property or the Companybuilding condition reports in Seller’s possession, Seller shall make available possession with respect to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall ; and (iv) exercise reasonable care at all times that Purchaser shall be present upon the Propertyany soil, (ii) at Purchaserengineering or environmental reports in Seller’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect possession with respect to the Property and made known to Purchaser(collectively, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement“Due Diligence Materials”). (b) Purchaser understands and agrees that any on-site inspections of shall have the right to obtain a new or updated title commitment and/or survey for the Property and Purchaser shall occur during normal provide copies of any such updates to Seller within five (5) business hours days after its receipt thereof. At least five (5) business days prior to the requisite prior Due Diligence Expiration Date (as defined below), Purchaser shall give Seller notice of any title exceptions or other matters set forth in Seller’s title policies or surveys or any updates thereof as to which Purchaser objects in its sole and absolute discretion. Seller shall have the right, but not the obligation, to remove, satisfy, cause the Title Company to insure over or otherwise cure any such exception or other matter as to which Purchaser so objects. If Seller is unable or unwilling to take such actions as may be required to cure such objections. Seller shall give Purchaser notice thereof, it being understood and agreed that the failure of Seller to give such notice within three (3) 51666.5 business days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (i) to terminate this Agreement (in whole but not in part) or (ii) to proceed to the Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Those title or survey matters to which Purchaser does not object to hereunder, or to which Purchaser objects and Seller elects (or is deemed to have elected) not to cure and Purchaser nonetheless elects to proceed to Closing, shall be referred to herein collectively as the “Permitted Exceptions.” Purchaser shall make any such election by written notice to Seller given on or prior to the Due Diligence Expiration Date; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) business days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be conducted deemed an election by Purchaser to proceed to Closing. If Purchaser terminates this Agreement in accordance with this Section 4(b), the terms hereof. Seller reserves Title Company shall return the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occurDeposit, then on request by Seller and payment by Seller together with accrued interest, to Purchaser 50% of Purchaser’s out-of-pocket costs for and neither party shall have any requested inspection reportsfurther rights or obligations hereunder, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of except those obligations that specifically survive the Propertytermination hereof. (c) On or before the date (the “Due Diligence Expiration Date”) that is thirty (30) calendar days after the Effective Date, Purchaser shall have completed its due diligence investigation of the Property. At any time prior to the Due Diligence Expiration Date, Purchaser may notify Seller expressly and in writing that Purchaser has determined, for any reason or no reason, in its sole and absolute discretion that it will not complete the proposed acquisition of the Property, and is thereby terminating this Agreement (the “Termination Notice”). If Seller does not receive the Termination Notice on or before the Due Diligence Expiration Date, then, absent a default solely on the part of Seller under this Agreement and except as set forth in Section 5 or Section 7 below, the Deposit shall become nonrefundable to Purchaser and Purchaser shall be obligated to close on its purchase of the Property upon the satisfaction of the conditions precedent in favor of Purchaser set forth in Section 6(b) below, with all other conditions precedent in favor of Purchaser then being deemed satisfied or waived. (d) At any time between the Effective Date and the Due Diligence Expiration Date, subject to the rights of Operator under the Facility Lease (both as defined below) and upon twenty-four (24) hours prior written notice to Seller, Purchaser and its agents, employees and contractors shall have the right to enter the Property during reasonable business hours, at times acceptable to Operator, and, while thereon, make surveys, investigations and appraisals, take measurements, make structural, mechanical, architectural, zoning, land use, market and engineering studies, and make any other inspections and studies of the Property deemed appropriate by Purchaser, all at Purchaser’s expense; provided, however Purchaser shall not (i) take any samples of materials of any kind from the Property, or (ii) perform any physically invasive procedure at the Property (such as a Phase II environmental audit) without, in each case, the prior written consent of Seller, which consent will not be unreasonably withheld. Purchaser will cooperate with Seller and/or Operator to conduct the investigations, analyses, surveys, and reviews contemplated in this Section 4(d) in such a manner as to cause as little disruption to the business conducted at the Property as possible. (e) Seller hereby agrees to use commercially reasonable efforts to cause Operator to cooperate with Purchaser in connection with its investigation of the Property pursuant to Section 4(d) above; provided, however, the foregoing shall not be deemed to require Seller to expend any money, incur any expense or institute any judicial or other proceeding against Operator in connection therewith. Additionally, Purchaser may contact Operator and its representatives in connection with its due diligence review of the Property; provided, however, Purchaser may only interview or otherwise communicate (in person, by phone or otherwise) with Operator and/or its employees or representatives with the participation of a representative of Seller, unless Seller specifically consents to the contrary in writing in each instance. Seller hereby agrees to make a representative of Seller reasonably available for such purpose during regular business hours on business 51666.5 days, but only upon reasonable advance notice from Purchaser. As of the Effective Date, Seller’s representative for purposes of this Section 4(e) shall be ▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇); provided, however, Seller shall have the right to designate a different representative from time to time. Purchaser agrees that in connection with its investigation of the Property or contact with Operator or its employees or representatives, Purchaser shall not unreasonably disrupt or interfere with the operations at the Property or Seller’s business relationship with Operator. Upon Seller’s reasonable determination that Purchaser has violated the preceding sentence, Seller shall have the right, exercisable in its sole and absolute discretion, to protectlimit, restrict or prohibit any further communication between Purchaser and Operator. (f) If Purchaser exercises its rights under Section 4(d) above, it shall keep the Property free and clear of any liens or claims resulting therefrom, and Purchaser shall indemnify, defend (with counsel reasonably satisfactory to Seller), protect and hold harmless Seller and the Company harmless Operator from and against any claim for liabilitiesand all liability, lossesloss, costscost, expenses damage or expense (including reasonable including, without limitation, attorneys’ fees), damages fees and costs) that Seller may sustain or injuries arising out incur by reason of or resulting from in connection with any tests made by Purchaser or Purchaser’s agent or contractors relating to or in connection with the inspection Property or entries by Purchaser or its agents or contractors onto the Property. Purchaser shall restore any portion of the Property damaged by such exercise to substantially the same condition immediately before such exercise. The rights and obligations of the parties under this subsection shall survive Closing or any earlier termination of this Agreement. Purchaser shall use care and consideration in connection with all of its inspections. Prior to any entry on the Property by Purchaser or its agents or consultants, excluding any liabilitiesPurchaser shall secure and maintain, lossesor shall cause its agents and consultants to secure and maintain, costs and expenses, damages the following insurance written by insurers that have an A.M. Best Rating of A-VII or injuries arising out of, and then only to the extent of, better : (i) Seller’s a commercial general liability policy (including contractual liability and independent contractors liability) written on an occurrence policy form, in an amount of not less than One Million Dollars ($1,000,000) each occurrence and Three Million Dollars ($3,000,000) in the aggregate and with a deductible (or self-insured retention) in an amount not to exceed $10,000, which will cover the Company’s negligence activities and actions of Purchaser and its agents and consultants on the Property and shall name Seller and its direct and indirect subsidiaries and affiliates, and their respective agents, beneficiaries, members, managers, partners, employees and any mortgagee of Seller or willful misconduct or any ground lessor, as well as Operator, as additional insureds thereunder, (ii) workers’ compensation and employer’s liability insurance in accordance with the provisions of Oklahoma law; and, (iii) business auto liability insurance covering all owned, non-owned and hired vehicles in an amount of not less than One Million Dollars ($1,000,000) each accident. Such insurance required in this Section 4(f) shall be primary and non-contributory with any pre-existing condition discovered insurance maintained by Seller or revealed in Operator. Purchaser shall provide a certificate of insurance to Seller evidencing the inspection of insurance required herein prior to any entry on the Property by Purchaser or its agents or consultants. If the commercial general liability insurance coverage is written on a claims-made policy form, such coverage shall have a retroactive date not later than the Effective Date and Purchaser shall for a period of two (2) years after completion of Seller’s due diligence, including physical inspections of the Property, (A) maintain commercial general liability insurance, at Purchaser’s obligation to indemnify sole cost and hold harmless Seller and expense, satisfying the Company pursuant to this Section 2.3(cforegoing, or (B) secure “tail” or extended reporting coverage. This provision shall survive the Closing or any earlier termination of this Agreement. (g) In consideration for Seller granting to Purchaser the right to inspect the Property and allowing Purchaser access to the Property for the purposes of its due diligence, Purchaser has paid to Seller concurrently with the execution of this Agreement the sum of One Hundred Dollars ($100), cash-in-hand, which amount constitutes independent consideration, separate and apart from the Purchase Price and is non-refundable under any circumstances, and shall be retained by Seller notwithstanding any other provisions of this Agreement in consideration of the rights and options granted by Seller under this Agreement. (h) If this Agreement terminates for any reason, Purchaser shall (i) deliver to Seller a copy of any tests, audits, surveys, reports, studies and the results of any and all investigations and inspections performed for Purchaser by third parties which are requested in writing by Seller within ten (10) days of such 51666.5 request (excluding any proprietary materials and materials subject to the attorney-client and/or work product privilege); and (ii) return to Seller or certify the destruction of any and all Due Diligence Materials given to Purchaser by or on behalf of Seller within ten (10) days of the termination of this Agreement. The foregoing covenants of Purchaser shall survive any such termination of this Agreement. (i) Purchaser agrees that any Due Diligence Material provided by Seller or Seller’s agents or brokers to Purchaser is provided for illustrative purposes only, and is not warranted by Seller as to accuracy, completeness, reliability or in any other manner.

Due Diligence Period. 37 5.1 Purchaser shall have thirty (a30) During days from the period Effective Date to conduct a 38 due diligence investigation of the Property (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser which shall be 39 conducted simultaneously with securing a Title Commitment and Survey as set forth in Section 3 40 above. Purchaser, its agents, contractors, engineers, surveyors, attorneys, employees and 41 invitees shall have the right, upon at any time, to enter the Property to, at its sole cost and expense, 1 make studies, tests, analyses, or other determinations desired by Purchaser, including soil 2 borings, drainage studies, surveying, soil testing, environmental studies (including invasive 3 testing and restoration), hazardous materials inspections and the like, all of which shall be done in 4 accordance with the Town Code and any and any and all other applicable or controlling rules, 5 laws, codes and governmental regulations. For any activity or testing performed by Purchaser or 6 its agents, employees and independent contractors, Purchaser shall render the Property safe from 7 any hazard created by such parties at the end of each work day and/or prior to leaving the Real 8 Property unattended. Purchaser shall not perform any invasive testing without first obtaining the 9 appropriate permit(s) to the extent required by the applicable governmental regulatory authority 10 or authorities and providing a minimum of one Business Day’s prior telephonic or written notice copy thereof to Seller. Upon completion of any invasive testing, 11 Purchaser shall restore the Property to make its previous condition. In the event of boring or other 12 excavation Purchaser, its agents, employees and/or independent contractors shall secure the 13 location at all times there is any opending or excavation that may be a physical inspection hazard or attractive 14 nuisance. 15 5.2 Purchaser agrees to indemnify and hold Seller, its officers, employees, 16 attorneys and consultants (“Seller Indemnities”) harmless from and against any and all liabilities, 17 obligations, claims, damages, judgments, awards, penalties, costs and expenses, including but not 18 limited to reasonable attorneys’ fees and court costs, for claims of 19 damage to personal or real property or personal injury or death which occurs on the Real Property 20 resulting from the exercise of the access rights granted to Purchaser or the work to be performed 21 as provided in Section 5.1, or as a result of any liens for labor or services performed and/or 22 materials furnished by or for the account of Purchase with respect to Purchaser’s access to the 23 Real Property; provided, however, that Purchaser shall not have any liability with respect to any 24 claims that may arise from Seller’s negligence or willful misconduct or with respect to any 25 damage to real property resulting from a condition that existed on the Real Property prior to 26 Purchaser’s entry. Purchaser shall, prior to entry onto the Real Property, including (i) provide to Seller a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a 27 certificate of insurance to the applicable Seller evidencing that from a reputable insurance company covering such indemnification 28 obligations of Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits coverage amounts of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to claim, naming Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company 29 Indemnities as an additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports insured for the PropertyDue Diligence Period. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to reasonably 30 restore the Property and made known to Purchaser, (iii) not engage in any activities which would violate its previous condition if it is changed as a result of the provisions exercise of any permit or license pertaining to of 31 the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable lawrights granted herein. Purchaser’s obligation pursuant right of access provided above shall extend to clauses (vi) and (vii) above include 32 the entire time that this Agreement is in effect. This Section 5.2 shall survive any termination of 33 this Agreement. (b) 34 5.3 Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves have the right to have a representative present during investigate and confirm that zoning, 35 including any current special exception, land use, and other applicable ordinances, regulations, 36 proffers and other official actions, site conditions, water, sewer and other utility availability and 37 capacity shall, in Purchaser’s opinion, permit the construction of the improvements for the 38 Project planned by Purchaser. 39 5.4 Purchaser may elect, at its sole discretion, to terminate this Agreement for 40 any reason (or for no reason whatsoever) by giving notice of such inspections termination (“Purchaser’s 41 Termination Notice”) to Seller before 5:00 p.m. (prevailing Eastern time) at the conclusion of 42 the Due Diligence Period. In the absence of such notice, this Agreement shall remain in full 43 force and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% effect. 1 5.5 Upon delivery of Purchaser’s out-of-pocket costs Termination Notice, this Agreement shall be 2 terminated. The Escrow Agent shall return the Deposit to Purchaser upon notice to the Escrow 3 Agent without the need for any requested inspection reportsthe concurrence of Seller, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections each of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless parties shall be relieved 4 from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only further liability to the extent ofother, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementexcept as otherwise expressly provided herein.

Due Diligence Period. (a) During Due Diligence Period. Commencing on the period Contract Date and continuing until 11:59 p.m. (CT) on the date that is ninety (90) days thereafter (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice right to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and conduct such non-invasive physical engineering tests, studies, investigations, inspections (including, for purposes of this clause, soil borings, radon testing, ACM/LBP surveys, MEP surveys, pipe samplings, elevator condition assessments, subfloor inspections, sewer and other studies waste line inspections, all of which shall be performed in the least intrusive manner possible) and tests on the Property as analyses reasonably required by Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consentto satisfy itself, which Seller may withhold in its sole discretion, further inspections as to conditions necessary for Purchaser’s proposed ownership, development or other use of the environmental condition Premises, including, without limitation: the environmental, soil and engineering conditions of the Premises and any other physical, economic and/or suitability conditions necessary, required or desired for Purchaser’s proposed ownership, development or other use of the Premises (collectively, the “Inspections”). Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, except as expressly set forth in the preceding sentence, Purchaser shall not conduct any intrusive or invasive testing without first obtaining Seller’s written consent which may be withheld in Seller’s sole discretion and which consent may be conditioned on Purchaser providing Seller with a detailed scope of such testing and, if such testing is destructive, a bid for the repair of the Property and further physical engineering and other studies and tests on to the Property that are invasive state which existed prior to such destructive testing. If Purchaser desires to terminate this Agreement for any reason or could alter no reason during the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise)Due Diligence Period, Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under terminate this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c5(a) by sending written notice to the Seller on or before the expiration of the Due Diligence Period, and upon such notice this Agreement shall immediately terminate and the Initial Deposit (less the Independent Consideration) shall be returned by Escrow Agent to Purchaser, and neither party shall have any rights or obligations under this Agreement except those that expressly survive the Closing or any termination of the Agreement. If Purchaser (y) does not elect to terminate this Agreement prior to the expiration of the Due Diligence Period or (z) delivers notice to Seller of Purchaser’s intention to proceed with the acquisition, then this Agreement will remain in full force and effect and the ▇▇▇▇▇▇▇ Money shall be non-refundable except as otherwise set forth in this Agreement.

Due Diligence Period. (a) During the period Purchaser shall have until 5:00 p.m., Hawaii-Aleutian Standard Time, on December 18, 2017 (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice within which to Seller, to make a physical inspection of inspect the Property, including (i) a non-invasive inspection of obtain any necessary internal approvals to the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samplestransaction, and groundwater). Prior satisfy itself as to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance all matters relating to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, including, but not limited to, environmental, engineering, structural, financial, title and survey matters. Seller shall use good faith efforts to deliver or make available to Purchaser (which insurance shall name Seller may be through an electronic data room) copies of any and the Company as additional insureds thereunder all reports and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject agreements relating to the provisions of this Section 2.3Property reasonably requested by Purchaser, Purchaser upon prior notice to Seller may meet with including without limitation the current property manager at the Property. At Purchaser’s requestdocuments listed on Schedule 8.1, and to the extent in Seller’s possession or control (the Company“Documents” or “Seller’s possessionDue Diligence Documents”); provided, however, that except as provided in Section 4.5 the Documents shall not include, and Seller shall have no obligation to make available to Purchaser copies Purchaser, Seller’s company records, business plans, internal memoranda (including any internal evaluations of the maintenance records and third-party reports for concerning the Property), financial projections, budgets, appraisals, valuations, opinions of value, property condition reports, any agreements and documents which Seller is required to keep confidential pursuant to any agreement, accounting and tax records, communications between Seller and its attorneys, the work product of Seller’s attorneys, and similar proprietary, confidential or privileged information (collectively, the “Excluded Documents”). Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws The Documents and any conditions imposed other due diligence materials that are provided by any insurance policy then in effect with respect Seller to Purchaser are being furnished for informational purposes only and without representation or warranty as to the Property accuracy or completeness of such materials, except as expressly set forth in Sections 9.1.5 and made known 9.1.6. From and after the Effective Date Purchaser and its consultants shall have the right to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to inspect the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves of the right parties’ Right of Entry Agreement dated October 24, 2017 (the “ROE”), which shall remain effect until Closing or earlier termination of this Agreement notwithstanding any language to have a representative present during any such inspections and property manager interviewsthe contrary contained in the ROE (including, without limitation, Section 2 of the ROE), subject to those provisions of the ROE which expressly survive termination of this Agreement or the ROE. If Purchaser determines (in its sole and absolute discretion) during the Closing does not occurDue Diligence Period that the Property is acceptable to Purchaser, then on request by Seller and payment by Seller prior to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections the end of the Property. (c) Due Diligence Period Purchaser agrees to protect, indemnify, defend and hold may give Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out notice of or resulting from the inspection acceptance of the Property by (“Notice of Acceptance”), whereupon the parties shall proceed to close this transaction, on and subject to the terms and conditions of this Agreement. If Purchaser or its agents or consultantsdoes not give Seller Notice of Acceptance prior to the end of the Due 1379426.v9 ImanageDB:4161238.11 Diligence Period, excluding any liabilitiesPurchaser shall be deemed to have terminated this Agreement, losses, costs and expenses, damages or injuries arising out ofwhereupon Escrow Agent shall promptly refund the Earnest Money to Purchaser, and then only to the extent of, (i) Seller’s neither party shall have any further rights or obligations under this Agreement or the Company’s negligence ROE except those which expressly survive termination of this Agreement or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultantsROE. Purchaser’s obligation to indemnify and hold harmless Seller and the Company right of inspection pursuant to this Section 2.3(c8.1 is and shall remain subject to the rights of tenants under the Leases and other occupants and users of the Property and Purchaser shall use reasonable efforts to minimize interference with tenants and Seller’s operation of the Property. No inspection shall be undertaken without forty-eight (48) hours’ prior notice to Seller. Seller or Seller’s representative shall survive have the Closing right to be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact any tenants or any termination third party to any Property Agreement without the prior consent of this AgreementSeller (which shall not be unreasonably withheld or conditioned) and Purchaser shall permit Seller to participate in any such contact.

Due Diligence Period. Buyer will, at Buyer's expense and within days from Effective Date (a) "Due 127 Diligence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion. During the period 128 term of this Contract, Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which 129 Buyer deems necessary to determine to Buyer's satisfaction the “Due Diligence Period”) beginning on Property's engineering, architectural, 130 environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision 131 regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, 132 state and regional growth management and comprehensive land use plans; availability of permits, government 133 approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground 134 water contamination; and other inspections that Buyer deems appropriate. Buyer will deliver written notice to 135 Seller prior to the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum Period of one Business Day’s prior telephonic Buyer's determination of whether or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on not the Property as Purchaser deems appropriate in its sole discretion and (ii) 136 is acceptable. Buyer's failure to comply with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition this notice requirement will constitute acceptance of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater)in 137 its present "as is" condition. Prior Seller grants to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractorsagents, agents contractors and representatives on assigns, the Property, which insurance shall name Seller and right to enter the Company as additional insureds thereunder and Purchaser shall bear 138 Property at any time during the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions term of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports Contract for the Property. Purchaser shall (i) exercise purpose of conducting Inspections, upon reasonable care 139 notice, at all times a mutually agreed upon time; provided, however, that Purchaser shall be present upon the PropertyBuyer, (ii) at Purchaser’s expenseits agents, observe contractors and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to assigns enter 140 the Property and made known conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from 141 losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from 142 liability to Purchaserany person, (iii) arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer 143 will not engage in any activities which would violate activity that could result in a mechanic's lien being filed against the provisions of any permit or license pertaining Property without 144 Seller's prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the 145 Property resulting from the Inspections and made known return the Property to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use condition it was in prior to conduct of the Property pursuant 146 Inspections, and (2) Buyer will, at Buyer's expense release to their respective Leases, (v) not unreasonably interfere with the operation Seller all reports and maintenance other work generated as a 147 result of the Property, (vi) repair any damage to Inspections. Should Buyer deliver timely notice that the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) is not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and acceptable, Seller agrees that any on-site inspections of 148 Buyer's deposit will be immediately returned to Buyer and the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereofContract terminated. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. 149 (c) Purchaser agrees Walk-through Inspection: Buyer may, on the day prior to protectclosing or any other time mutually agreeable to the 150 parties, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the conduct a final "walk-through" inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs to determine compliance with this paragraph and expenses, damages or injuries arising out of, and then only 151 to ensure that all Property is on the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementpremises.

Due Diligence Period. (a) During Subject to the period limitations set forth in subsection (b) below, Buyer, through its agents, engineers and other representatives, shall have the opportunity, during normal business hours and upon at least two (2) business days’ prior notice, at Buyer’s sole expense, to go upon all portions of the Real Property to inspect, examine, test and survey as reasonably necessary or appropriate (i) to determine the boundaries, condition and extent of the Real Property, its contiguity to other property, and the location of easements, rights of way and other matters affecting the Real Property, (ii) to conduct environmental audits on the Property or any portion thereof and to conduct other investigations of the Property, and (iii) to review and examine the condition of and status of title to the Property, including the Permitted Exceptions. (b) No later than five business (5) days after the date of this Agreement, Seller shall make available to Buyer for inspection copies of those documents and reports listed on Exhibit C and in Seller’s possession or control relating to the Property. (c) Buyer shall comply with the following in connection with any activity by or on behalf of Buyer relating to the Property: (i) Buyer shall coordinate all such inspections through Seller so as to minimize any disruptions to Seller and its business; (ii) Each person and entity who shall enter the Real Property shall be competent and duly licensed to perform the investigation of the Property to be performed by such person or entity and shall otherwise be subject to the prior approval of Seller; (iii) Each person and entity who shall enter the Real Property shall first deliver to Seller evidence of public liability and property damage insurance naming such person or entity as insured and Seller as an additional insured, in an amount not less than One Million Dollars ($1,000,000); (iv) No core sampling, drilling or other type of invasive testing of any portion of the Property (including any land or improvements constituting a portion thereof) shall be permitted unless (A) such activities shall have been reasonably and specifically recommended in a written Phase 1 environmental assessment report delivered to Seller and prepared by an independent environmental assessment organization (whose qualifications and experience shall have been approved by Seller (not to be unreasonably withheld)) based on the investigation of the Property by such organization, and (B) Seller shall have approved the location and extent of any such testing, which consent shall not be unreasonably withheld; (v) Neither Buyer nor any of its agents, subagents, contractors, subcontractors or other representatives shall take or be authorized to take any actions or fail to take any actions that would violate or otherwise be inconsistent with any of the rights of any tenant or other party with any right or interest in the Property or any portion thereof; and (vi) Buyer shall comply, and shall cause each person and entity involved in any activity in connection with or as a result of any such investigation to comply, with all Leases and applicable laws, regulations, ordinances, orders and other legal requirements in connection with any activity undertaken with respect to the Property. (d) It is understood that any approval given by Seller shall be solely for Seller’s own protection, shall not constitute a representation, warranty or other assurance by Seller, and shall not be construed to waive or limit any obligation of Buyer under this Agreement or otherwise. (e) Within one (1) week of receipt by Buyer, Buyer shall delivery to Seller complete copies of all reports, assessments, recommendations and other documents and information that Buyer may obtain in connection with the Property. (f) If any activity by any person referred to in this Section shall result in the damage to or disturbance of the Property, Buyer shall immediately restore the same to the condition existing prior to any such activity. (g) Except as otherwise expressly provided in this subsection, Buyer waives any right to assert against Seller or any its shareholders, partners, members, trustees, beneficiaries, and its and their respective directors, officers, managers, agents and other representatives (collectively, the “Seller-Related Parties”) any and all claims, of whatever kind or nature, whether direct or indirect, contingent or matured, whether at law or in equity, which Buyer or any party related to or affiliated with Buyer may now or hereafter have arising from or related to any matter or thing related to or in connection with the Property or any portion thereof, including claims relating to any construction defects, errors or omissions in the design, condition (including environmental condition) or construction of any portion of the Property; provided that the foregoing shall not limit or impair Buyer’s rights or remedies against Seller (subject to the limitations set forth in this Agreement) with respect to any representations, warranties, covenants or obligations of Seller expressly set forth in this Agreement or in any documents to be delivered by Seller pursuant to the terms of this Agreement. Buyer shall be responsible and liable for, and shall indemnify, defend and hold Seller and each Seller-Related Party harmless from and against any liability, loss, damage, cost or expense arising in whole or in material part by reason of any actions or omissions undertaken by or on behalf of Buyer or any of its agents, subagents, contractors, subcontractors or other representatives in connection with the Property, including without limitation (i) any act or omission in violation of or otherwise inconsistent with the terms of any Lease or other agreement encumbering or otherwise relating to the Property, and (ii) any damage to property or injury or other harm (including death) to persons. (h) EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 5 AND 7 OF THIS AGREEMENT, BUYER SHALL PURCHASE THE PROPERTY IN ITS AS IS, WHERE IS CONDITION WITH ALL FAULTS OF ANY KIND OR NATURE WHATSOEVER (WHETHER PATENT OR LATENT), IT BEING UNDERSTOOD THAT, EXCEPT FOR THE WARRANTIES OR REPRESENTATIONS OF SELLER, IF ANY, EXPRESSLY SET FORTH IN THIS AGREEMENT THAT EXPRESSLY SURVIVE THE CLOSING (AND ONLY FOR THE PERIOD OF TIME EXPRESSLY SO SURVIVING), SELLER IN NO WAY REPRESENTS OR WARRANTS, AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, (I) THE CONDITION OR QUALITY OF THE PROPERTY, (II) THE SUITABILITY OF THE PROPERTY FOR BUYER’S INTENDED USE, (III) THE PRESENCE OR LACK OF ADVERSE CONDITIONS THAT MAY AFFECT THE PROPERTY, INCLUDING WITHOUT LIMITATION ADVERSE ENVIRONMENTAL CONDITIONS (WHETHER KNOWN OR UNKNOWN) THAT MAY AFFECT THE PROPERTY, (IV) ENVIRONMENTAL LIABILITY AFFECTING THE PROPERTY OR (V) HAZARDOUS SUBSTANCES, HAZARDOUS WASTE OR OTHER POLLUTANTS ON, IN, AROUND OR UNDER THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, SELLER SHALL IN NO WAY BE LIABLE FOR, AND BUYER FOREVER RELEASES SELLER FROM, ANY AND ALL LIABILITY OR CLAIM IN CONNECTION WITH THE CONDITION OF THE PROPERTY, INCLUDING THE PRESENCE OF HAZARDOUS SUBSTANCES, HAZARDOUS WASTES OR OTHER POLLUTANTS AT, ON, IN OR UNDER THE PROPERTY AS WELL AS ANY OTHER LIABILITY RELATING TO ENVIRONMENTAL MATTERS AFFECTING OR OTHERWISE RELATING TO THE PROPERTY, REGARDLESS OF WHETHER SUCH LIABILITY OR CLAIM ARISES PURSUANT TO STATUTE, TORT ACTION, NUISANCE, NEGLIGENCE, OTHER COMMON LAW THEORIES OR OTHERWISE. NO REPRESENTATION, WARRANTY, UNDERTAKING, AGREEMENT OR PROMISE, WHETHER EXPRESS OR IMPLIED OR OTHERWISE, HAS BEEN MADE BY SELLER TO BUYER WITH RESPECT TO THE PROPERTY OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO, THE SIZE, USE OR TYPE OF LAND OR IMPROVEMENTS, ANY FINANCIAL INFORMATION PERTAINING TO THE OWNERSHIP OR OPERATION OF THE PROPERTY OR ANY OTHER MATTER. BUYER, AS OF THE CLOSING DATE, SHALL EXPRESSLY ASSUME ALL LIABILITIES AND OBLIGATIONS OF ANY KIND OR NATURE WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION ALL LIABILITIES AND OBLIGATIONS IN CONNECTION WITH ENVIRONMENTAL MATTERS (SUCH AS, WITHOUT LIMITATION, LIABILITY FOR REMOVAL COSTS, REMEDIATION COSTS, COSTS OF CLOSURE AND COSTS OF MONITORING) AFFECTING OR OTHERWISE RELATING TO THE PROPERTY, REGARDLESS OF WHEN THE LIABILITY OR OBLIGATION AROSE. (i) Buyer shall have the right, with or without cause and in its sole discretion, to terminate this Agreement by notice delivered to Seller on or before forty-five (45) days after the date of this Agreement (the “Due Diligence Period”). If Buyer shall not have made such election by the delivery of such notice to Seller within such time period, time being of the essence, Buyer will be conclusively deemed to have waived Buyer’s right to terminate this Agreement pursuant to this Section and to have accepted the Property in its then “as is” condition and status, including any matter relating to title (other than liens to be removed from the Property at the Closing as provided in this Agreement) beginning on and physical condition and legal status (including any matter pertaining to the Effective Date presence of any hazardous substances or compliance with any zoning or environmental laws, regulations or ordinances). (j) If Buyer shall elect to terminate this Agreement in strict accordance with this Section, then, so long as Buyer shall be in compliance in all material respects with all of its obligations under this Agreement, Buyer shall have the right to the return of the Deposit and ending at 5:00 p.m. Eastern time on November 19this Agreement shall terminate without liability of Seller or Buyer, 2014 (the “Expiration except for any liability of Buyer under this Section and any other liability of Seller or Buyer expressly stated in this Agreement to survive termination of this Agreement. Should Buyer elect to terminate within the Due Diligence Period”)Period in the manner required by this Agreement, Purchaser Title Company, promptly upon confirmation by Seller of such election in such manner, shall have immediately deliver the rightDeposit to Buyer without any further consent of Seller. Upon such termination, Seller shall provide such confirmation promptly upon a minimum request. (k) Buyer shall, and shall cause all of one Business Day’s prior telephonic its agents, subagents, contractors, subcontractors or written notice to Sellerother representatives to, to make a physical inspection keep all reports, assessments, recommendations and other documents and information that may be obtained by or on behalf of Buyer, including any of the Propertysame that may be obtained from Seller (collectively, including the “Confidential Information”) strictly confidential, except that Buyer may disclose such information (i) a non-invasive inspection of to the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion extent required by applicable law, and (ii) with to any appraiser, consultant or prospective lender of Buyer to the extent such Confidential Information is reasonably related to the role of such third party and so long as such party expressly agrees in writing for the benefit of Seller to be bound by the same confidentiality requirements. If the Closing shall not occur for any reason, then Buyer shall promptly cause all copies of all Confidential Information, whether in electronic form or otherwise, to be delivered to Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing neither Buyer nor any inspection other party shall not retain and Confidential Information or test means of access thereto. (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate1) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the The provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any the termination of this Agreement. , the Closing (b) Purchaser understands as hereinafter defined), and agrees that any on-site inspections the delivery of the Property shall occur during normal business hours after the requisite prior notice to Seller Deed (as hereinafter defined), and shall not merge therein or be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Propertyextinguished thereby. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. The Purchaser shall have twenty-five (a25) During days from the period Effective Date (the “"Due Diligence Period”") beginning on to complete its investigations and inspections of the Effective Date Property. The Purchaser shall have the option to terminate the Agreement during the Due Diligence Period by sending written notice to Seller to such effect, and, upon such termination, the Purchaser shall be entitled to a full refund of the ▇▇▇▇▇▇▇ Money Deposit, inclusive of any interest accrued thereon, and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of neither Party shall have any further rights or obligations under this Agreement except those rights and obligations that expressly survive termination. During the Due Diligence Period”), Purchaser Purchaser, its agents, contractors, subcontractors, independent contractors, representatives and employees shall have the rightright to enter the Property for the purposes of conducting such investigations, inspections and tests of the Property as the Purchaser deems necessary upon a minimum of one Business Day’s twenty-four (24) hours prior telephonic or written notice to SellerSeller (which such notice may be made verbally). Such investigations, inspections and tests may include, but not be limited to, physical inspections and testing, zoning/land use and business licensing investigations, environmental studies, soils study and topography/engineering studies, provided that any intrusive testing (i.e., Phase II survey) shall require the consent of the Seller and PHL, which shall not be unreasonably withheld. Further, Purchaser may engage an independent environmental consultant to make a physical inspection conduct an environmental assessment (e.g., Phase I survey) of the Property to determine the current environmental status of the Property, including (i) which shall be paid for by Purchaser. Seller shall remain responsible for and shall indemnify Purchaser from all liability related to a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition release or contamination of the Property relating to hazardous materials existing thereon prior to the Closing Date. The cost of any additional environmental assessment (Phase II or more effective testing) will be borne by Purchaser. Seller shall pay for the remediation of any contamination revealed by such environmental assessment and further physical engineering any such (estimated) remediation amount plus ten percent (10%) shall be held back from the Purchase Price in the event any environmental contamination is revealed by such environmental assessment (e.g., Phase II testing). Any information obtained by Purchaser during the Due Diligence Period shall be considered confidential in nature and other studies and tests on the Property that are invasive or could alter the physical subject to Section 22 herein. As a condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise)commencing Due Diligence investigations, Purchaser must shall deliver to Seller a certificate of insurance to the applicable showing Seller evidencing that Purchaser as an additional insured and its contractors, agents and representatives have in place comprehensive reflecting commercial general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirementsOne Million and No/100th Dollars ($1,000,000). The Purchaser acknowledges that PHL operates a residential memory care facility for elderly persons ("PHL's Business") for its activities on at the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder manner of conducting the Due Diligence could be a sensitive matter for PHL's Business interest. Therefore, Purchaser agrees to exercise due care and Purchaser shall bear conduct the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensedDue Diligence in a manner so that it does not have a material adverse effect on PHL's Business. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to any investigation or testing approved by Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser writing shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then deemed to have been exercised in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller due care and shall be conducted in accordance with the terms hereofdeemed as to not have a material adverse effect on PHL's Business. Seller reserves the right The Purchaser further agrees to have all communications regarding this Agreement a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request designated by Seller and payment by Seller to Purchaser 50% will not contact or in any way disclose the subject matter of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating this Agreement to any inspections of the PropertyPHL's employees or clients. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. For a period ending at 11:59 pm on the forty-fifth (a45th) During day following the period Effective Date (the “Due Diligence PeriodDeadline”) beginning ), Buyer shall have the right to perform its due diligence with respect to the Property, including, but not limited to, Buyer’s determination, in ▇▇▇▇▇’s sole discretion, that the condition of the Property is acceptable to Buyer. For purposes hereof, the “condition of the Property” shall include the environmental condition of and soil conditions on the Effective Date Property, zoning and ending code compliance issues at 5:00 p.m. Eastern time on November 19the Property, 2014 (and all other aspects of the “Expiration of Property with regarding Buyer’s intended use. During the Due Diligence Period”), Purchaser Buyer may enter upon the Property from time to time and, at ▇▇▇▇▇’s sole cost, expense, and risk, to examine and inspect the same. Buyer shall have be allowed to invite consultants, engineers, and inspectors on to the rightProperty and to conduct tests and examinations with regard to the Property; provided, upon a minimum of one Business Dayhowever, any invasive testing shall (in all instances) require Seller’s prior telephonic written consent, which consent shall not be unreasonably withheld or written notice delayed. Any test results obtained by Buyer shall be provided to Seller. Buyer shall promptly restore the Property to substantially the same condition in which it existed immediately prior to any physical tests conducted by Buyer. ▇▇▇▇▇ shall indemnify, to make a physical inspection defend, and hold Seller and ▇▇▇▇▇▇’s consultants and agents harmless from and against any and all costs, liabilities, claims, liens, encumbrances, or causes of the Property, including (i) a non-invasive inspection actions arising out of the environmental condition thereof and such non-invasive physical engineering and other studies and tests Buyer’s actions on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which under this Section 5. This indemnification shall survive the Closing or the termination of this Purchase Agreement. The foregoing shall not be construed to waive any liability limits or immunities available to Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive pursuant to Minn. Stat. Chap. 466 or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater)common law. Prior to performing any inspection or test (whether non-invasive or otherwise)entry and through the Due Diligence Deadline, Purchaser must deliver a certificate of Buyer shall maintain, at Buyer’s sole cost and expense, insurance to the applicable naming Seller evidencing that Purchaser as an additional insured and its contractors, agents and representatives have providing for coverage in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits an amount not less than statutory requirementsone million dollars and No/100 dollars ($1,000,000.00) Commercial General Liability coverage for its activities on each occurrence of injury to a person or property related to the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents above indemnification. The insurance Buyer shall procure and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals maintain shall be duly licensedissued by an insurance company or companies licensed to do business in the State of Minnesota and reasonably acceptable to Seller. Notwithstanding the foregoing, Purchaser shall give Buyer may terminate this Purchase Agreement for any reason or no fewer than two Business Days’ reason by providing notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject Due Diligence Deadline, whereupon Buyer will be entitled to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions a return of any permit or license pertaining ▇▇▇▇▇▇▇ Money paid herein and this Purchase Agreement will be terminated without any obligations surviving hereunder, except those expressly stated to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreementearly termination. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. SECTION 8.1 Notwithstanding anything to the contrary contained herein, and in consideration of $100.00 paid by Purchaser to Seller as independent consideration for this Contract, Purchaser shall have ninety (a90) During days after the period Effective Date (the “"Due Diligence Period”") within which to (i) conduct any and all engineering, environmental, and economic and feasibility studies and inspections of the Property which Purchaser may, in its sole discretion, deem necessary to determine whether or not the Property is suitable for Purchaser's intended use thereof, and (ii) to review all items furnished to Purchaser pursuant to Article 5 of this Contract. Seller hereby grants to Purchaser and Purchaser's agents the right to enter upon and conduct such inspections and studies beginning on the Effective Date until Closing or the earlier termination of this Contract, and ending Seller shall exercise reasonable efforts to, at 5:00 p.m. Eastern time no cost or expense to Seller, cooperate fully with Purchaser regarding any investigation Purchaser may wish to make of the Property. Purchaser agrees to exercise due care and reasonable prudence in performing such investigations, and may not contact any employees of Seller other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. If Purchaser does not notify Seller in writing on November 19, 2014 (or before the “Expiration expiration of the Due Diligence Period”)Period that Purchaser desires to consummate the transaction contemplated by this Contract, this Contract shall automatically terminate without further action of either party, the Initial ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser by the Title Company, and the parties hereto shall have no further obligations one to the rightother hereunder, upon a minimum except as to Purchaser's indemnification liability pursuant to this Section 8.1, and as otherwise provided herein. If Purchaser timely notifies Seller of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection its acceptance of the Property, including (i) a then the ▇▇▇▇▇▇▇ Money shall be non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and refundable (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted applied as provided in accordance with the terms hereofthis Contract), subject only to a Purchaser termination pursuant to Article 6 or a Seller Default. Seller reserves the right to have a representative present during any such inspections Purchaser hereby indemnifies, holds harmless, and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilitiesloss, lossescost, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or expense resulting from the inspection any entry by Purchaser, or any agent of Purchaser, upon the Property or action taken during the Due Diligence Period, or otherwise, or any lien asserted by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultantsthird party as a result thereof. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) This provision shall survive the Closing or any termination of this AgreementContract and Closing. SECTION 8.2 PURCHASER ACKNOWLEDGES AND AGREES THAT, IN THE EVENT IT PURCHASES THE PROPERTY, THAT, AS BETWEEN IT AND SELLER, IT BEARS THE TOTAL RESPONSIBILITY AND COST OF ANY REMOVAL OF HAZARDOUS SUBSTANCES OR CONTAMINANTS FROM THE PROPERTY AND OTHER ITEMS CONVEYED THEREWITH. WITHOUT LIMITING THE FOREGOING, AFTER CLOSING, AS BETWEEN PURCHASER AND SELLER, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF PURCHASER, REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, PURCHASER RELEASES SELLER FROM LIABILITY FOR ANY DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING BUT NOT LIMITED TO LIABILITY UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (CERLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT, OR THE TEXAS WATER CODE. PURCHASER RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY ARISING AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY.

Due Diligence Period. (a) During The Parties agree that Purchaser shall have the right to review certain matters affecting the Property (collectively referred to as the "Due Diligence Conditions") as described in Paragraphs 4(a)(i) through 4(a)(v) below. This period (of review shall be referred to in this Agreement as the “"Due Diligence Period”." The Due Diligence Period shall commence as of the date of this Agreement and continue thereafter for a period of forty five (45) beginning days. During such Due Diligence Period, Purchaser, at its sole expense, shall have the right to examine and review the following Due Diligence Conditions: (i) Purchaser may obtain, at its expense, a current and accurate ALTA survey ("ALTA Survey") of the Property prepared and certified by a registered land surveyor, unless a recent survey exists, (within 90 days). If such Survey discloses any matters that, in the absolute discretion of Purchaser, render the Property not suitable for purchase, and Purchaser notifies Seller that Purchaser has determined such matters to be "Objectionable Conditions" (as defined in Paragraph 4(b) below), then Seller may elect to, but shall not be obligated to, cure such Objectionable Conditions as provided in Paragraph 4(c), or Purchaser may exercise any of the remedies provided in Paragraph 4(d). (ii) Seller shall deliver to Purchaser a current commitment for title insurance (on an ALTA form), issued by the _____________________ ("Escrow Agent") which shows marketable fee simple title to the Property in Seller, free and clear of all liens (other than such liens which will be removed by Seller prior to Close of Escrow), assessments, charges, claims, actions, encumbrances, easements, rights-of-way, restrictions, and title exceptions of any kind, except real estate taxes not yet delinquent, pursuant to which the Escrow Agent commits to issue its ownership title insurance policy in favor of Purchaser in the amount of the Purchase Price (the "Title Policy"). If such title commitment discloses any matters that, in the absolute discretion of Purchaser, render the Property not suitable for purchase, and Purchaser notifies Seller that Purchaser has determined such matters to be Objectionable Conditions, then Seller may cure such Objectionable Conditions as provided in Paragraph 4(c), or Purchaser may exercise any of the remedies provided in Paragraph 4(d). Any exceptions or other matters listed on the title commitment to which Purchaser does not object, identify or list in the Objectionable Conditions shall be deemed "Permitted Exceptions." (iii) Seller agrees to provide to Purchaser, at no expense to Purchaser, within five days following the Effective Date Date, any and ending all engineering studies, zoning information, soil investigations and reports, water and sewer studies, topographical maps, platting and all other materials and documents concerning the Property owned by Seller or in Seller's possession. (iv) Purchaser shall review, at 5:00 p.m. Eastern time its expense, all necessary licenses, permits, approvals and zoning with respect to or affecting the Property. If such review discloses any matters that, in the absolute discretion of Purchaser, render the Property not suitable for purchase, Purchaser may terminate this Agreement without liability except as set forth in Section 5 by delivering written notice of such termination to Seller on November 19, 2014 (or before the “Expiration expiration of the Due Diligence Period”. (b) With respect to each of the Due Diligence Conditions set forth in Paragraphs 4(a)(i) through 4(a)(iv) above, Purchaser shall deliver written notice to Seller on or before the expiration of the Due Diligence Period as to whether (i) such Due Diligence Condition is satisfied and accepted by Purchaser (an "Accepted Due Diligence Condition"), or (ii) such Due Diligence Condition is not satisfied and not accepted by Purchaser. If Purchaser does not accept any one or more of the Due Diligence Conditions, then Purchaser shall deliver written notice to Seller on or before the expiration of the Due Diligence Period of any such Due Diligence Conditions determined by Purchaser to be objectionable conditions (the "Objectionable Conditions"). (c) Seller shall have the right, upon a minimum of one Business Day’s prior telephonic or but not the obligation, to cure any Objectionable Conditions. Seller may exercise such right by delivering written notice to Purchaser within five (5) days after receipt of the notice of an Objectionable Condition pursuant to Paragraph 4(b) above. If Seller elects to cure such Objectionable Condition, then Seller shall do so in good faith and with reasonable diligence. Seller shall promptly notify Purchaser when Seller has successfully cured the Objectionable Condition. Within five (5) days after receipt of such notice from Seller, Purchaser shall either accept the Due Diligence Condition as an Accepted Due Diligence Condition or continue its objection to make a physical inspection the condition if it, in the absolute discretion of Purchaser, continues to render the PropertyProperty not suitable for purchase. If Purchaser continues its objection, including then Purchaser may elect to terminate this Agreement as provided in Paragraph 4(d) below, or Purchaser may allow Seller to continue its attempt to cure the condition as provided in this Paragraph 4(c). (d) If Seller fails to deliver notice to Purchaser that it will cure the Objectionable Condition, or if Seller has failed to cure the Objectionable Condition as determined by Purchaser as provided in Paragraph 4(c) above, then Purchaser may either (i) a non-invasive inspection of waive the environmental condition thereof Objectionable Condition and such non-invasive physical engineering and other studies and tests on continue to purchase the Property as Purchaser deems appropriate in its sole discretion and pursuant to this Agreement, or (ii) with terminate this Agreement without liability by delivering written notice of such termination to Seller’s consent. If Purchaser waives the Objectionable Condition, which Seller may withhold then the condition shall become an Accepted Due Diligence Condition. If Purchaser elects to terminate this Agreement, then this Agreement shall thereupon terminate and be of no further force or effect (e) In the event Purchaser disapproves or finds unacceptable, in its Purchaser's sole and absolute discretion, further inspections of any matters reviewed by Purchaser during the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior Due Diligence Period pursuant to performing any inspection or test (whether non-invasive or otherwise)this Section 4 hereof, Purchaser must deliver a certificate of insurance may elect to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject terminate this Agreement pursuant to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with 4 hereof and the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser Cash Deposit required hereunder shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known returned to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. 20.1 Purchaser will have a period of twenty one (a21) During days from and after the period date of this Agreement (the “"Due Diligence Period”") beginning to conduct and complete any required due diligence of the Premises, as reasonably determined by Purchaser. To the extent not delivered to Purchaser prior to the date hereof, Seller shall deliver to Purchaser, within five (5) days after the date of this Agreement, copies of the following items more particularly described on Schedule C hereto to the Effective Date extent, if any, in Seller's Possession; as used in this Agreement, the term "Seller's Possession" or "possession of Seller" or words of similar import shall mean and ending include documents maintained in Seller's files located at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration Premises or with Seller's managing agent for the Premises. Seller's failure to deliver to Purchaser any of the above items within the period provided shall not result in the extension of the Due Diligence Period”, and Purchaser's sole remedy therefor shall be Purchaser's right to terminate this Agreement by delivering written notice thereof to Seller on or prior to the expiration of the Due Diligence Period and to receive a return of the Downpayrnent, in which event neither party shall have any obligation hereunder except for such obligations which are expressly stated herein to survive the Closing or the termination of this Agreement (the "Surviving Obligations"). During the Due Diligence Period, and subject to the rights of Tenant, Purchaser shall have be permitted to enter the rightPremises and inspect and evaluate the Premises, upon a minimum of one Business Day’s prior telephonic or written notice and to Sellerconduct non-invasive studies, to make a physical inspection of the Propertytests and investigations thereon, including as well as (i) a non-invasive inspection to review the books and records of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property Premises, Seller's Work, the Lease and made known matters relating thereto; (ii) to Purchaserinspect Seller's Work, and to consult with Seller's architect with respect thereto (if necessary); (iii) not engage in any activities which would violate to contact authorized representatives of Tenant, under the provisions direction of any permit or license pertaining to the Property and made known to Purchaser, Seller; (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use to review title and a survey of the Property pursuant to their respective Leases, Premises; (v) not unreasonably interfere with the operation and maintenance to perform an engineer's inspection of the Property, (vi) repair Premises and/or a Phase I environmental site assessment. At any damage time prior to the Property resulting directly expiration of the Due Diligence Period, Purchaser may provide notice and may cancel the Agreement for any reason or indirectly from Purchaser’s activities at no reason and this Agreement shall be null and void and the Property parties hereto shall be relieved of all further obligations and (vii) not disclose any confidential information except as permitted liability under this Agreement or required by applicable lawAgreement, except for Surviving Obligations. In such instance, Purchaser shall be entitled to a full refund of the Downpayment (together with any interest earned thereon), immediately upon notice to Escrow Agent (without any right for Seller to object to the release of the Downpayment to Purchaser’s obligation ). Purchaser shall restore the Premises to substantially and materially its condition existing immediately prior to Purchaser's inspection, testing, investigation and survey thereof. 20.2 TIME SHALL BE OF THE ESSENCE with respect to Purchaser's actions pursuant to clauses (vi) and (vii) above this Article 20. In the event either Purchaser shall survive any termination fail to timely deliver written notice of its intent to cancel the Agreement pursuant to this AgreementArticle 20 prior to the expiration of the Due Diligence Period, Purchaser shall be deemed to have waived the right to cancel this Agreement as provided in this Article 20. (b) 20.3 Purchaser understands and agrees that that, in making any on-site physical or environmental inspections of the Property Premises, Purchaser and all of Purchaser's agents entering onto the Premises shall occur during normal carry not less than Two Million ($2,000,000) Dollars commercial general liability insurance with a company licensed to do business hours after in the requisite prior notice to state where the Premises is located insuring all activity and conduct of Purchaser and such representatives while exercising such right of access. Seller and shall be conducted in accordance named as additional insured on such commercial general liability policy. Purchaser represents and warrants that it carries not less than Two Million ($2,000,000) Dollars commercial general liability insurance with the terms hereofcontractual liability endorsement which insures Purchaser's indemnity obligations and will provide Seller with written evidence of same. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend shall indemnify and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), actual damages or injuries arising out of or resulting from the inspection to person and property that it sustains as a result of the Property due diligence related activities undertaken and performed by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection on behalf of the Property by Purchaser or its agents or consultantsPurchaser. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall The foregoing will survive the Closing or any other termination of this Agreement. Purchaser shall maintain the results of its due diligence in confidence (but shall be permitted to disclose the results to its consultants, attorneys" investors, advisors, lenders, and assignees) and shall make no disclosures of the conditions discovered thereby prior to Closing, unless required by law or court order, or as permitted hereunder, and will indemnify Seller for any losses caused by the breach of the foregoing. 20.4 Provided this Agreement is in full force and effect, between the date hereof and the expiration of the Due Diligence Period, Seller shall not show, market, offer, negotiate or otherwise agree to sell, ground lease, transfer or otherwise dispose of the Premises, or any portion thereof, or any interest therein, to any party other than Purchaser, nor shall Seller conduct discussions, communications or correspondence with any third party with respect to same.

Due Diligence Period. (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and Buyer acknowledges that it has conducted such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect due diligence with respect to the Property Premises that it has determined is appropriate, has accepted such due diligence and made known wishes to Purchaser, proceed with the acquisition of the Premises (iii) not engage in any activities which would violate the provisions of any permit or license pertaining subject to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use satisfaction of the Property pursuant conditions precedent to their respective LeasesBuyer’s obligations as set forth in this Agreement). Buyer shall have the right to enter upon the Premises a reasonable number of times, each at a reasonable time and with reasonable notice (vwhich shall not be less than two (2) not unreasonably interfere with Business Days’ prior notice) to Seller and, subject to the operation rights of Tenant and maintenance to the prior execution by Buyer of a confidentiality agreement as required by the Lease, to investigate the Premises; provided, however, neither Buyer nor its agents shall undertake any invasive testing of the PropertyPremises without the prior written consent of Seller. Buyer hereby (i) agrees, (vi) at Buyer’s sole cost and expense, to promptly repair any damage to the Property resulting directly property as a result of Buyer’s or indirectly from Purchaserany of Buyer’s activities at the Property agent’s or representative’s actions or inactions in connection with any such investigation, inspection, appraisal, survey, examination, testing or auditing and (viiii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to indemnifies Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections Tenant against, and property manager interviews. If the Closing does not occur, then on request by holds Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reportsTenant harmless from, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilitiesall damages, losses, costsclaims, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expensesexpenses that any of them may incur as a result of Buyer’s or any of its agent’s or representative’s actions or inactions in connection with any such investigation, damages inspection, appraisal, survey, examination, testing or injuries arising out of, and then only to auditing. Buyer hereby agrees that under no circumstances will Buyer or Buyer’s representative contact the extent of, (i) Tenant or any affiliate thereof or Tenant’s or any such affiliate’s employees without Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementprior written consent.

Due Diligence Period. (a) During the period (the “Due Diligence Inspection Period”) beginning on from the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 of Agreement through the Approval Date identified in Line 7 of the Summary Statement (the “Expiration of the Due Diligence PeriodApproval Date”), (A) Seller shall permit Purchaser to examine, at reasonable times, the books and records in Seller’s possession or control relating to the Property, (B) Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Sellerat reasonable times, to make a physical inspection (I) inspect the Land, Improvements, Appurtenant Rights and Personal Property, (II) review the Leases and the Contracts, and (III) conduct non-invasive environmental audit or audits of the Property, including and (C) Purchaser shall be given reasonable access to the Property for the purpose of making such tests, inspections and investigations. All of the foregoing inspections, reviews, interviews, tests, investigations and studies to be conducted under this Section 9(a) by Purchaser shall be subject to the following: (i) a non-invasive inspection of the environmental condition thereof Such studies, tests, inspections, interviews, reviews and such non-invasive physical engineering investigations shall take place during normal business hours upon reasonable notice to Seller or its designated agents and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, consent (which Seller may withhold be withheld in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance ) shall be required prior to the applicable performance of any drilling, boring or other invasive testing or procedures. Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding entitled to be present during any investigation, interview, inspection, testing or other visit to the foregoingLand and Improvements; (ii) In the event the Closing does not occur, Purchaser shall give no fewer than two Business Days’ notice promptly return to Seller prior any documents obtained from Seller or Seller’s agents (and return or destroy any copies thereof); (iii) Purchaser shall not suffer or permit any lien, claim or charge of any kind whatsoever to inspecting any Tenant occupied portions of the Property. Subject attach to the provisions of this Section 2.3Property or any part thereof; and (iv) Such tests, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, investigations and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser studies shall be present upon the Property, (ii) at Purchaser’s expense, observe sole cost and comply with all applicable laws expense and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) shall not unreasonably interfere with the operation and maintenance of the Property, (vi) repair Property and shall be subject to the rights of tenants. In the event of any damage to the Property resulting directly caused by Purchaser, its agents, engineers, employees, contractors or indirectly surveyors (including without limitation pavement, landscaping and surface damage), Purchaser shall restore or pay the cost incurred by Seller to restore the Property to the condition existing prior to the performance of such tests, investigations or studies; such obligation shall survive the termination of this Agreement. Purchaser shall defend, indemnify and hold Seller harmless from any and all liability, cost and expense (including without limitation reasonable attorneys’ fees, court costs and costs of appeal) suffered or incurred by Seller for death or injury to persons or property caused by or arising out of Purchaser’s activities reviews, interviews, investigations, tests, studies and inspections of the Property; such obligation shall survive the Closing or the earlier termination of this Agreement; provided, however, that Purchaser shall not be liable for any liability, cost or expense resulting from tests (conducted with Seller’s consent if required) which disclose the existence of any environmental condition or other defect or condition which adversely affects the Property. Prior to commencing any such tests, studies and investigations, Purchaser shall furnish to Seller a certificate of insurance evidencing comprehensive general public liability and property damage insurance insuring the person, firm or entity performing such tests, studies and investigations listing Seller as loss payee and Seller and Purchaser as additional insureds thereunder in the amount of One Million Dollars ($1,000,000.00) combined single limit for personal injury and property damage per occurrence and from an insurer reasonably satisfactory to Seller. If, in the sole discretion and at the sole election of Purchaser, any of said tests, inspections or investigations are unsatisfactory to Purchaser, in any manner or for any reason in Purchaser’s sole discretion, Purchaser may terminate this Agreement. If Purchaser does not provide Seller with a written notice (a “Continuation Notice”) that has approved the condition of the Property and elected to proceed with the acquisition of the Property on or before 5:00 p.m. (viiEastern time) not disclose on the Approval Date, this Agreement shall terminate, the Initial Deposit and all interest earned thereon shall be delivered to Purchaser and the parties hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement). Purchaser shall promptly upon Seller’s request following such termination deliver to Seller copies of all documents, studies and reports obtained by Purchaser in connection with its due diligence (which obligation shall survive the termination of this Agreement). If Purchaser provides Seller with a Continuation Notice on or before 5:00 p.m. (Eastern time) on the Approval Date, Purchaser’s right to terminate this Agreement under this Section 9(a) shall expire. (b) The obligation of Purchaser to close the transaction contemplated by this Agreement is further subject to the condition that: (i) the representations and warranties of Seller contained in this Agreement are true and correct, in all material respects, at the Date of Agreement and as of the Closing Date, (ii) all of the obligations of Seller to be performed hereunder and per the Escrow on or before the Closing Date have been substantially completed in a timely manner, and (iii) the Title Company has agreed to issue to Purchaser an Owner’s Policy of Title Insurance having an effective date as of the Closing Date, subject only to the Permitted Exceptions and otherwise in form agreed to by Purchaser on or prior to the Approval Date. Purchaser shall give written notice to Seller within five (5) Business Days after Purchaser’s receipt of any confidential information except as permitted notice disclosing that any Seller representation and warranty is no longer true and correct; provided, however, that Purchaser’s failure to give such written notice shall in no instance constitute a default by Purchaser under this Agreement or required by applicable lawbut shall instead only serve to bar Purchaser from raising such matter as a failure of a condition precedent to Purchaser’s obligation to close the transaction. Seller shall give written notice to Purchaser within five (5) Business Days if Seller gains actual knowledge that any Seller representation and warranty is not true and correct in any material respect. Purchaser’s obligation election to proceed with the Closing shall result in Purchaser’s waiver of any remedy resulting from the incorrectness in such representation or warranty or from the incorrectness in any other representation or warranty of Seller of which Purchaser shall have actual knowledge at or prior to Closing. The foregoing waiver shall survive the Closing. Notwithstanding the foregoing, in the event that any representation or warranty made by Seller under this Agreement is changed or rendered incorrect as a result of any wrongful act of Seller or circumstances caused or consented to by Seller, and Seller does not cause the representation or warranty to again become true or correct prior to Closing, such failure shall constitute a default by Seller under this Agreement. (c) All information, data and documents relating to the Property not otherwise available in the public domain (including without limitation those furnished pursuant to clauses (vithe terms and provisions of Section 12(a) obtained by Purchaser from Seller or any other party or discovered by Purchaser during the term of this Agreement shall be maintained by Purchaser in strict confidence and (viishall not be revealed to any other party except Purchaser’s employees, contractors, investors, attorneys and financial advisors but then only if Purchaser has notified the party to whom such information is revealed to maintain such information in strict confidence and not reveal any such information to any other party. Nothing contained within this Section 9(c) above shall preclude Purchaser from providing this Property information to lenders in conjunction with loan financing for the purchase of the Property applied for by Purchaser. The provisions of this Section 9(c) shall survive any the termination of this Agreement. (bd) Prior to the Approval Date, Purchaser understands and agrees that any on-site inspections shall notify Seller which Contracts the Seller is to terminate as of the Property shall occur during normal business hours after the requisite Closing Date, provided that such Contract(s) is/are cancelable upon not less than thirty (30) days prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Propertywritten notice. (ce) Purchaser agrees to protectThe Approval Date shall be extended for an additional fifteen (15) days period if, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only prior to the extent ofApproval Date, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection Purchaser provides Seller with a letter of the Property by Purchaser or its agents or consultants. intent from a bona fide potential source of providing equity funds to Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. 6.1 INVESTIGATIONS. Notwithstanding anything to the contrary contained herein, and in consideration of $100 paid by Purchaser to Seller as independent consideration for this Agreement, Purchaser shall have forty-five (a45) During days from and after the period Effective Date (if and as extended pursuant to the “provisions hereof, the "Due Diligence Period”") beginning within which to conduct any and all engineering, environmental and economic feasibility studies of the Property and the competitive market, which Purchaser may, in its sole discretion, deem necessary to determine whether or not the Property is suitable for Purchaser's intended use thereof; provided, and notwithstanding anything contained in this Agreement to the contrary, if Nomura has not, pursuant to the terms and provisions of the Auburn CHI Contract and the ▇▇▇▇▇▇▇ ▇▇▇ Contract, approved the assumption by Purchaser of the Nomura Loans (on terms acceptable to Purchaser in its sole discretion) prior to the Effective Date expiration of the initial forty-five (45) day Due Diligence Period, the Due Diligence Period shall for all purposes herein be automatically extended until a date which is three (3) business days after the receipt by Purchaser of such approval from Nomura; provided further, Seller and ending at 5:00 p.m. Eastern time Purchaser acknowledge and agree that if such approval is not obtained by June 20, 1997, this Agreement may be terminated by Purchaser, and, in such event, the Initial Deposit shall be returned to Purchaser by the Title Company, and the parties hereto shall thereafter have no further obligations one to the other hereunder, except as to Purchaser's obligations to return to Seller due diligence materials pursuant to Section 5.4 hereof, and except as to Purchaser's indemnification liabilities set forth in Section 6.1 and 19.1(d) hereof. Seller shall and shall cause Manager to exercise all reasonable efforts (without any out-of-pocket expense to Seller or Manager) to cooperate fully with Purchaser regarding any investigation Purchaser may wish to make of the Property or the operations of the Hotel. Purchaser agrees to exercise (and cause its authorized representatives to exercise) due care and reasonable prudence in performing such investigations and shall perform such investigations in a manner as shall not materially interfere with the operation of the Hotel. If Purchaser notifies Seller in writing on November 19or before the expiration of the Due Diligence Period that Purchaser does not desire to consummate the transaction contemplated by this Agreement, 2014 (for any reason whatsoever, this Agreement shall terminate, and the “Expiration Initial Deposit shall be immediately returned to Purchaser by the Title Company, and the parties hereto shall thereafter have no further obligation one to the other hereunder, except as to Purchaser's obligations to return to Seller due diligence materials pursuant to Section 5.4 hereof, and except as to Purchaser's indemnification liabilities set forth in Section 6.1 and 19.1(d) hereof. If Purchaser fails to so terminate this Agreement prior to the expiration of the Due Diligence Period”), Purchaser shall be deemed to have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of accepted the Property and further physical engineering shall proceed to Closing pursuant to the terms and other studies and tests on conditions hereof. Unless Purchaser timely terminates this Agreement as provided in this Section 6.1, or pursuant to Article 4 hereof, the Property that are invasive or could alter the physical condition of the Property (including examination of materialsDeposit shall, soil samplesexcept as otherwise specifically set forth in this Agreement, and groundwater). Prior to performing any inspection or test (whether be non-invasive or otherwise)refundable, Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted applied as provided in accordance with this Agreement, unless Seller is unable or unwilling to satisfy all conditions stated in this Agreement to which Purchaser's obligations hereunder are subject, in which case, the terms hereofDeposit shall be refunded to Purchaser. Seller reserves the right to have a representative present during any such inspections Purchaser hereby indemnifies, holds harmless, and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilitiesloss, lossescost, costsor expense (including, expenses (including reasonable attorneys’ without limitation, attorney fees), damages or injuries arising out of or ) resulting from any entry by Purchaser, or any employee, agent, principal of, or independent contractor of, Purchaser, upon the inspection Property in connection with any tests or evaluations conducted by Purchaser during the Due Diligence Period, or any lien asserted by any third party as a result thereof. This provision of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection immediately preceding sentence of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) 6.1 shall survive the Closing or any termination of this AgreementAgreement or the Closing.

Due Diligence Period. (a) During Seller and Purchaser hereby acknowledge that, as of the Effective Date, Purchaser has not yet had an opportunity to conduct due diligence and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. In order to enable Purchaser to commence its due diligence review in a timely and efficient manner, Seller agrees to deliver to Purchaser all items identified on Purchaser’s preliminary due diligence checklist attached hereto as Exhibit B (the “Preliminary Due Diligence Checklist”) to the extent in Seller’s possession or control on or before the date five (5) business days after the Effective Date (the “Diligence Delivery Date”). Purchaser may reasonably supplement the Preliminary Due Diligence Checklist as Purchaser deems appropriate, and Seller shall provide to Purchaser such supplemental items as may be in Seller’s possession or control (at no cost to Seller) within five (5) business days after written request by Purchaser. To the extent Seller has any of the items on the Preliminary Due Diligence Checklist in electronic format, Seller shall send true, correct and complete copies of those items to Purchaser via the internet. To the extent Seller has items on the Preliminary Due Diligence Checklist in hardcopy, but not in electronic format, Seller shall make true, complete and correct copies of those items and deliver them to Purchaser via overnight courier. (b) For the period (as such period may be extended pursuant to Section 4.10(b) or (c) below, the “Due Diligence Period”) beginning commencing on the Effective Date and ending at continuing until 5:00 p.m. Eastern time CT on November 19the fortieth (40th) business day thereafter, 2014 Purchaser shall have the right to terminate this Agreement in the event Purchaser, in Purchaser’s sole discretion, is not satisfied with the Assets for any reason. If Purchaser does not deliver notice (in accordance with the “Expiration provisions of this Agreement) to Seller on or before 5:00 p.m. CT on the last day of the Due Diligence Period that Purchaser will elect to proceed to Closing, then this Agreement shall automatically terminate, the Deposit shall be refunded to Purchaser, and the parties shall thereafter be released from all further duties and obligations under this Agreement. If Purchaser elects to proceed to Closing as set forth in this Section 1.7, then this Agreement shall remain in full force and effect, and the Deposit shall become non-refundable, except as otherwise provided herein. (c) It is the intention of Seller and Purchaser to negotiate and finalize the form and content of the Facility Lease on or before the conclusion of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection . Upon finalization of the PropertyFacility Lease, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear enter into a letter of agreement evidencing the cost parties’ agreement as to the form and content of all the Facility Lease and attaching the Facility Lease as an exhibit thereto (the “Letter Agreement”). Notwithstanding anything to the contrary contained herein, should the parties fail to execute and deliver such inspections or tests. All third-party professional inspection companies or individuals Letter Agreement prior to the conclusion of the Due Diligence Period, this Agreement shall terminate, the parties shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions released and discharged of the Property. Subject to the provisions of and from all further obligations and liabilities under this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requestAgreement, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser Deposit shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known returned to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During the period (the “"Due Diligence Period”") beginning on commencing with the Effective Date and ending at 5:00 p.m. pm, Eastern time time, on November 19, 2014 the date that is forty (40) days after the Effective Date (the “Expiration of the Due Diligence Period”"Termination Date"), Purchaser shall will have the rightoption and right to conduct such investigations, upon a minimum of one Business Day’s prior telephonic or written notice to Sellerinspections, to make a physical inspection of the Propertyanalyses, including (i) a non-invasive inspection of the environmental condition thereof surveys, tests, examinations, studies, and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition appraisals of the Property and further physical engineering to research and examine all governmental records, zoning, development rights and other studies public information relating to the Property, as Purchaser deems necessary or desirable, at Purchaser's sole cost and tests on expense, to determine if the Property that are invasive is suitable for Purchaser's purposes; provided, however, any entry onto, or could alter the physical condition of examination, inspection or testing of, the Property (including examination a) must be scheduled in advance with Seller and comply with the provisions of materialsSection 5.4, soil samples(b) may be performed only after the delivery by Purchaser of the insurance certificate required under Section 5.4, and groundwater)(c) shall be subject to, and must be conducted in full compliance with, the terms of the Leases and this Contract. Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must shall deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost copies of all third party inspection reports received by Purchaser or any other written notices received by Purchaser identifying any potential violations of law promptly after receipt by Purchaser of such inspections third party inspection reports or testsother notices. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoingUpon any termination of this Contract, Purchaser shall give no fewer than two Business Days’ notice deliver to Seller prior Seller, without recourse to inspecting Purchaser, a copy of any Tenant occupied portions third party written reports received by Purchaser as a result of the Property. Subject to the provisions activities of this Section 2.3, or on behalf of Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in a copy has not previously been delivered to Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall cause to be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and repaired any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any physical damage to the Property resulting directly or indirectly from Purchaser’s activities at caused by any entry on the Property and (vii) not disclose and/or any confidential information except as permitted activities performed by, for or on behalf of Purchaser under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) Section 5 and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of restore the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-condition existing condition discovered or revealed in the inspection immediately prior to such entry and/or exercise of the Property by such activities. The obligations of Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to under this Section 2.3(c) 5.3 shall survive the Closing or any earlier termination of this AgreementContract.

Due Diligence Period. Commented [A4R3]: LP: This work is already well under way. ▇▇▇▇ is going to pull the scope of work for each so we can use it to create the Exhibit F. Commented [A3]: Panattoni - where are you with testing, is this a necessary element of the lease at this point? 6.2.1 Commencing on the Execution Date, Tenant shall conduct, at its own expense, its pre-construction due diligence on the Property for a period of up to one hundred twenty (a120) During days after the period Execution Date (the “Due Diligence Period”) beginning ). Tenant’s rights during the Due Diligence Period shall include physical inspection of the Property (including geotechnical and environmental testing, subject to the Port’s reasonable approval of any invasive environmental sampling such as soil or groundwater testing), survey of the Property, collection of engineering information, development of pre-construction architectural information, conducting testing and investigation in accordance with the terms of this Agreement, and other inspection and study of the Property in preparation for development of the Project, all of which are at Tenant’s sole expense. Notwithstanding anything to the contrary contained herein, the Port has pre-approved the scope of geotechnical and environmental testing set forth on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 Exhibit F attached hereto (the “Expiration Pre-Approved Testing Scope”), and the Port shall not unreasonably withhold, condition or delay its approval to any additional testing proposed by Tenant. At any time prior to 5:00 p.m., Pacific Standard Time, on the last day of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate Tenant may terminate this Agreement in its sole and absolute discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections by written notice delivered to the Port. If Tenant shall so terminate this Agreement prior to the expiration of the environmental condition of Due Diligence Period, then the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals Deposit shall be duly licensed. Notwithstanding promptly returned to Tenant and neither the foregoingPort nor Tenant shall have any further rights or obligations under this Agreement, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of except for those that by the Property. Subject to the provisions terms of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above expressly shall survive any termination of this Agreement. (b) Purchaser understands . Failing Tenant’s timely termination of this Agreement as set forth in this Section 6.2.1, this Agreement shall remain in full force and agrees that any on-site inspections effect, subject to Tenant’s satisfaction of the Property shall occur during normal business hours after Early Termination Contingency, and the requisite prior notice to Seller and Deposit held by the Port shall be conducted retained or refunded by the Port subject to and in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement, including, without limitation, Section 3.3 above and 6.

Due Diligence Period. (a) During Buyer acknowledges and agrees that prior to the period execution of this Agreement, Buyer has received from Seller or Seller has made available to Buyer true and correct copies of all of the information regarding the Property which is described on EXHIBIT K attached hereto and made a part hereof (the “"Approved Due Diligence Materials") and that Buyer has approved the Approved Due Diligence Materials and all information contained therein. For a period of thirty (30) days following execution of this Agreement (the "Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19"), 2014 (the “Expiration Buyer shall be permitted to conduct its own limited inspections of the Property for the sole purposes of updating the Approved Due Diligence Period”)Materials, Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including with respect to: (i) obtaining a nonso-invasive inspection called "Phase I Environmental Assessment" of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe obtaining structural and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance engineering assessments of the Property, (viiii) obtaining the Title Commitment referenced in Section 7 hereof and (iv) updating or upgrading the survey referenced on EXHIBIT K (the "Updated Due Diligence"). Seller shall grant reasonable access to Buyer and its representatives to the Property for the purpose of conducting the Updated Due Diligence. Seller shall have the right to coordinate and accompany Buyer on any of such inspections. Any and all inspections, examinations, analyses and audits deemed necessary by Buyer shall be performed at Buyer's expense and shall not physically damage the Property. Buyer shall promptly and completely repair and restore any and all damage to the Property resulting directly that may be caused by, or indirectly from Purchaser’s activities at may occur in connection with or as a result of, any inspection, investigation, audit, test or visit to the Property by Buyer, its employees, and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable lawauthorized agents and consultants. Purchaser’s obligation pursuant to clauses (vi) and (vii) above Buyer shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occurindemnify, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company its agents, employees and representatives harmless from and against any claim for liabilitiesand all loss, lossescost, costsclaim, expenses liability, damage or expense (including reasonable including, without limitation, attorneys’ fees), ' fees and expenses) arising out of physical damages or injuries arising out of to persons or resulting from the inspection of the Property property caused by Purchaser Buyer's inspections, investigations, audits, tests or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only visits to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed Property. Buyer's restoration and indemnification obligations set forth in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.. Without limiting the rights accorded to Buyer pursuant to Section 8 hereof, at any time during or at the end of the Due Diligence Period, Buyer, in the event that Buyer's Updated Due Diligence discloses any information which is not contained in the Approved Due Diligence Materials and which could reasonably be expected to have a material adverse impact on the value of the Property ("A Material Adverse Condition"), then, Buyer, in Buyer's sole discretion, may terminate this Agreement (by giving notice of such termination to Seller, including Buyer's specific reasons therefor). Buyer shall notify Seller in writing either during or at the end of the Due Diligence Period with respect to whether or not Buyer has discovered any such Material Adverse Condition. If Buyer's written notice to Seller indicates that the Updated Due Diligence has not disclosed a Material Adverse Condition, then the parties shall, subject to the satisfaction of the

Due Diligence Period. a. Purchaser shall have ninety (a90) During days from the period Effective Date of this Contract to examine the Property (the “Due Diligence Period”). Purchaser agrees to provide Seller within sixty (60) beginning on days of the Effective Date of this Agreement (as hereinafter defined) with a conceptual site plan and ending at 5:00 p.m. Eastern time on November 19, 2014 (elevations that shows the “Expiration drive-through facility planned by Purchaser for the Property and a landscaping plan for the Parcel. b. Prior to the expiration of the Due Diligence Inspection Period”), Purchaser Purchaser, its agents and representatives, shall have the right, right to enter upon a minimum of one Business Day’s prior telephonic or written notice the Property at any time during normal business hours to Seller, to make a physical inspection of inspect the Property, including (i) a non-invasive inspection provided that Purchaser shall notify Seller in advance of purpose and identity of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on persons entering upon the Property as Property. Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consentmay also prior to the expiration of the Inspection Period have the Land And Building inspected for all matters deemed necessary or desirable by Purchaser, which Seller may withhold in its sole discretion, further including but not limited to inspections of plumbing, foundations, electrical, roofing, heating and air conditioning, and drainage. Purchaser acknowledges that Seller is selling the environmental condition Land And Building “As Is” and will not be responsible for any matters noted in such inspections. If Purchaser is not satisfied with any matters revealed as a result of its inspections, Purchaser’s sole option is to terminate this Contract prior to the expiration of the Property Inspection Period. c. Purchaser hereby indemnifies and further physical engineering holds Seller harmless from and against any damages to property or injury to persons, or any other studies and tests on the Property that are invasive liability, cost or could alter the physical condition expense, including attorneys’ fees, incurred by Seller as a result of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its Purchaser’s activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence or other property of Purchaser, its contractors, agents and representatives Seller. If Purchaser does not close on the Property, which insurance Purchaser shall name Seller be required to restore the Property to its same condition as of the date hereof as a result of Purchaser’s activities or the activities of its agents. This indemnity and hold harmless by Purchaser shall survive the Closing hereunder and the Company as additional insureds thereunder and Purchaser shall bear the cost termination of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensedthis Agreement. Notwithstanding anything in this Agreement to the foregoingcontrary, Purchaser shall give no fewer than two Business Days’ notice not have the right to Seller do any environmental testing on the Property beyond what is typically called a “Phase I or Level I” assessment without the prior to inspecting any Tenant occupied portions written consent of the PropertySeller, which consent shall not be unreasonably withheld. Subject If Purchaser requests the ability to do a “Phase II or Level II” assessment and Seller refuses to permit such an assessment before expiration of the provisions of this Section 2.3Inspection Period, Purchaser upon prior notice may terminate this Agreement and in such event Purchaser shall be refunded the ▇▇▇▇▇▇▇ Money Deposit. The results of all inspections, surveys, tests and studies shall be treated by Purchaser as confidential, and shall not be disclosed to any third party or governmental entity unless expressly approved by Seller or required by law; provided, however, that such results may meet with the current property manager at the Propertybe disclosed to Purchaser’s consultants, investors, attorneys and lenders provided such parties agree to similarly treat such results as strictly confidential. At PurchaserSeller’s request, Purchaser shall disclose to Seller the results of all inspections, surveys, tests and studies, and shall deliver a copy of all reports and test results to Seller for information purposes only and without any representation or warranty of any kind. d. During the extent in SellerInspection Period, if Purchaser is not satisfied with Purchaser’s or the Company’s possession, Seller shall make available to Purchaser copies examination of the maintenance records Property for any reason in Purchaser’s sole and reports for absolute discretion, Purchaser may terminate this Agreement by delivering written notice of termination to Seller and Escrow Agent before 5:00 p.m. on the Property. date of the expiration of the Inspection Period and in such event Purchaser shall be refunded the First ▇▇▇▇▇▇▇ Money Deposit. If Purchaser does not terminate this Agreement in a timely manner, then (i) exercise reasonable care at all times that Purchaser shall be present upon deliver the PropertySecond ▇▇▇▇▇▇▇ Money Deposit to Escrow Agent no later than one (1) business day after expiration of the Inspection Period, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property Closing shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the of this Contract, and (iii) Purchaser shall have no right to have a representative present during object on account of any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller needed approvals and/or to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller matters relating to any inspections the Property that would have been revealed by inspection or testing of the Property. (c) Purchaser agrees to protect, indemnifytitle search or survey, defend and hold Seller and except for liens, encumbrances, easements, restrictions, title matters, or material changes in the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection condition of the Property arising after the expiration of the Inspection Period that are caused by the Seller or its agents. e. If Purchaser closes the purchase of the Property, the ▇▇▇▇▇▇▇ Money Deposit shall be applied to the Purchase Price of the Property. If Purchaser timely terminates this Agreement as provided above by written notice to the Seller and Escrow Agent prior to the expiration of the Inspection Period, the First ▇▇▇▇▇▇▇ Money Deposit shall be promptly refunded to the Purchaser. Otherwise, the ▇▇▇▇▇▇▇ Money Deposit shall be disbursed in accordance with the provisions of Paragraph 18 below. f. If Purchaser requests in writing specific information which has not already been provided to Purchaser by Seller concerning the Property, Seller will attempt, within seven (7) business days of receipt of such written request, to provide to Purchaser at Purchaser’s expense with a copy of the specific information requested by Purchaser that is in Seller’s or its agents possession, for information purposes only and without any representation or consultantswarranty or any kind. Purchaser acknowledges and agrees that even if it requests information that is readily-available to Seller or its agents but such information is not delivered to Purchaser, excluding any liabilities, losses, costs the failure to deliver such information shall not constitute a default under this Agreement and expenses, damages or injuries arising out of, and then only to the extent of, shall in no way (i) Sellerrelieve Purchaser of its sole responsibility to inspect the Property during the Inspection Period to determine the suitability of the Property for Purchaser’s or the Company’s negligence or willful misconduct or intended uses, (ii) any pre-existing condition discovered extend the Inspection Period or revealed in the inspection date of the Property by Purchaser Closing, or its agents or consultants. (iii) affect Purchaser’s obligation to indemnify close under this Contract if this Contract is not timely and hold harmless properly terminated prior to the expiration of the Inspection Period. If this Contract is terminated prior to Closing for any reason other than a default by Seller, any such materials as are actually delivered to Purchaser by Seller and the Company pursuant or its agents shall promptly be returned to this Section 2.3(c) shall survive the Closing or any termination of this AgreementSeller.

Due Diligence Period. 2.1. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have until 6:00 p.m. (aEastern) During on the date that is thirty (30) days following the Effective Date (such period (being referred to herein as the “Due Diligence Period”) beginning on in which to conduct a due diligence review and investigation of the Effective Date Property, including, without limitation, environmental matters, engineering and ending at 5:00 p.m. Eastern time on November 19structural matters, 2014 title and survey matters, zoning and land/use matters, existence of and compliance with Permits, the owner’s insurance coverage and matters relating thereto and any Violations (as hereafter defined) then affecting the “Expiration Property. Prior to the expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior (the “Purchaser’s Notice”) stating that either (a) Purchaser has determined to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet proceed with the current property manager at the Property. At Purchaser’s requesttransactions contemplated hereby, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections has determined to terminate this Agreement. If the Purchaser’s Notice is delivered under clause (a) above before the expiration of the Property shall occur during normal business hours after the requisite prior notice to Seller and Due Diligence Period, then Purchaser shall be conducted deemed to have waived any further right to terminate this Agreement in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections this Section 2.1 and property manager interviewsthis Agreement shall continue in full force and effect. If the Closing does not occurPurchaser’s Notice is delivered under clause (b) above before the expiration of the Due Diligence Period, then on request by the Deposit shall be refunded in its entirety to Purchaser, Seller and payment by Seller shall pay to Purchaser 50% an amount equal to all of Purchaser’s out-of-pocket costs incurred in regard to the Property, this Agreement and the preparation of Closing, which amount shall not exceed TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS in the aggregate ($250,000.00) plus any and all costs incurred by Purchaser associated with interest rate lock in connection with the Refinance Loan (such amount in the aggregate, the “Breakage Fee”), and thereafter this Agreement shall terminate and no party hereto shall have any rights or obligations hereunder except for the Surviving Obligations, which shall survive such termination. Purchaser’s failure to deliver the Purchaser’s Notice before the expiration of the Due Diligence Period shall be deemed delivery of the Purchaser’s Notice under clause (a) above on the last day of the Due Diligence Period. Purchaser shall have the right to deliver (or to be deemed to have delivered) the Purchaser’s Notice under clause (a) or clause (b) above in its sole and absolute discretion for no reason or any requested inspection reason whatsoever. 2.2. Seller shall cause to be delivered or make available to Purchaser, within two (2) days after the Effective Date (if not then previously delivered), the following documents with respect to the Property, to the extent within the possession or control of Seller or its agents (the “Due Diligence Documents”) for the Purchaser’s analysis and copying in connection with the Purchaser’s due diligence review of the Property: (a) soil tests, engineering reports, Purchaser will furnish environmental reports and architectural, development or other plans. (b) any and all statements of income and operating expenses for the Property for the calendar years 2021 through 2023, and inclusive and year-to-date for 2024. (c) the initial Rent Roll with a delinquency status report. (d) the occupancy history of the Property for the calendar years 2021 through 2023, and inclusive and year-to-date for 2024. (e) copies of any and all leases, subleases and other occupancy agreements, currently in effect with respect to Seller the Real Estate (including all amendments and modifications thereto and any draft of final reports received by Purchaser side letters, option exercise letters, guaranties, and requested by Seller relating other documents, certificates or instruments affecting or otherwise modifying the terms thereof), including, without limitation, the Leases. (f) any and all information and notices pertaining to any inspections past, pending or threatened litigation, violations or environmental matters involving any portion of the Property. (cg) copies of any and all Contracts, including, without limitation, all service and maintenance contracts, employment agreements, collective bargaining agreements, equipment leases, utility agreements, management agreements, parking agreements, operating agreements, leasing commission agreements, warranties, ground leases (if any), existing property management agreements, asset management agreements, and other agreements relating to, or affecting any portion of, the Property. (h) an inventory of all Personal Property. (i) copies of all utility bills (or log-in information with respect thereto) for the calendar year 2023, and inclusive and year-to-date for 2024. (j) copies of the current real estate tax bill and of any and all real estate tax bills and notices of assessment for the three (3) tax years preceding the Effective Date, including, without limitation, the tax appeal status of the Property. (k) copies of any and all insurance bills, certificates, and policies, together with insurance loss runs for 2021 through 2023 and year to date for 2024. (l) a copy of all title documentation and related insurance policies (including S2 TIC Subsidiaries current title insurance policy) and all surveys and as-built plans and specifications for all and/or any part of the Property. (m) a copy of the certificates of occupancy (or local equivalent) required for the use and occupancy of the Improvements and all other Permits pertaining thereto. (n) evidence of compliance with zoning, local restrictions and building permits for all portions of the Property. (o) copies of materials related to any governmental programs to which the Property or the Seller is subject. (p) copies of all tax returns for the last three (3) years with respect to the Property. (q) copies of all warranties for the Property, including, without limitation, the existing termite inspection for the Property, together with any existing termite warranty or bond. (r) copies of all fire safety inspection reports and chimney inspection reports with respect to the Property. (s) duly executed incumbency certificates confirming the organizational documents of S2 REIT, S2 Subsidiary, and S2 TIC Subsidiaries, together with duly executed resolutions for each of the aforesaid entities by all requisite parties authorizing the transaction contemplated by this Agreement. 2.3. In addition to the foregoing, Seller shall deliver copies of or make available to Purchaser agrees for examination and copying at a mutually convenient location and/or via an online data portal, any and all information with respect to protectthe Seller, indemnifyS2 TIC Subsidiaries, defend and hold Seller Property Sub, and the Company harmless from and against any claim for liabilitiesProperty in the Seller’s possession or control or in its management agent’s possession or control, lossesincluding, costswithout limitation, expenses (including reasonable attorneys’ feesthe standard lease form(s), damages tenant leases and records, tenant correspondence files, maintenance files, rent rolls and any and all books and records relating to the membership and operation of the Property. Seller shall also provide Purchaser with sufficient evidence, as reasonably determined by Purchaser, to demonstrate Seller’s authority to enter into this Agreement and perform its obligations hereunder. 2.4. Purchaser may inspect, test, or injuries survey the Property, upon 24 hours prior written notice to the Seller, at any reasonable time during business hours during the Due Diligence Period and, if Purchaser does not terminate this Agreement in accordance with Section 2.1, at any reasonable time during business hours through the Closing Date. In furtherance of the foregoing, Purchaser shall have the right to review all of the materials provided by Seller under Section 2.2 and Section 2.3 of this Agreement, and to conduct such due diligence as is deemed necessary or appropriate by Purchaser in connection with the transactions contemplated by this Agreement, including, without limitation, non-invasive environmental testing and engineering surveys of the Real Estate (provided however, for the avoidance of doubt, Purchaser shall be permitted to conduct any testing or sampling required for a Phase I environmental site assessment or testing for radon, lead based paint or asbestos), interviews with the lessees under the Leases, and such other due diligence as is customarily conducted by purchasers of real property. If Purchaser alters the Property in any manner, Purchaser shall restore the Property to substantially its condition existing immediately prior to such Purchaser’s inspection thereof, and Purchaser shall be liable for all damage or injury to any person or property resulting from, relating to or arising out of any inspection, whether occasioned by the acts of Purchaser or resulting from the inspection any of its employees, agents, representatives or contractors entering onto or conducting inspections or testing at the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only (except to the extent of, (i) Seller’s such liability for damage or injury to person or property arises from or pertains to the Company’s negligence or willful misconduct of Seller or (ii) any pre-existing condition discovered of its employees, agents, representatives or revealed in the inspection of the Property by contractors), and Purchaser or its agents or consultants. Purchaser’s obligation to shall indemnify and hold harmless Seller Seller, S2 TIC Subsidiaries and their agents, employees, officers, directors, affiliates and asset managers from any liability resulting therefrom (provided that such indemnification shall not apply to liability which may result from the Company pursuant to this Section 2.3(c) mere discovery of hazardous materials or other existing conditions at the Property). This indemnification by Purchaser shall survive the Closing or any earlier termination of this Agreement, as applicable, for a period of one (1) year. 2.5. Upon written request, prior to any physical entry onto the Property, Purchaser will deliver to Seller evidence reasonably satisfactory to Seller that Purchaser has obtained commercial general liability insurance naming Seller as additional insured with respect to the Property in an amount of not less than $1,000,000 per occurrence with excess umbrella liability of at least $2,000,000.

Due Diligence Period. (a) During Buyer shall have the right during a period (the “Due Diligence Period”) beginning commencing on the Effective Date and ending at 5:00 p.m. Eastern time cst on November 19, 2014 the first Business Day that falls twenty (20) days thereafter (the “Expiration of the Due Diligence Period”), Purchaser shall have the rightat its sole cost, upon a minimum of one Business Day’s prior telephonic or written notice to Sellerexpense and risk, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof examine and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of inspect the Property and further physical engineering and other to conduct feasibility studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance with regard to the applicable Seller evidencing that Purchaser ownership and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions operation of the Property. Subject Buyer may enter upon the Real Property to inspect the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requestsame, and to the extent in Sellermay conduct non-intrusive tests and examinations, including a Phase I environmental assessment (but not a Phase II environmental assessment or other invasive or destructive tests, including drilling or excavation), provided (a) Buyer’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) do not unreasonably interfere with the ongoing operation and maintenance of the Property; (b) Buyer provides Seller with reasonable advance notice prior to such entry and a representative of Seller shall be permitted to accompany Buyer while on the Real Property; (c) Buyer furnishes to Seller a certificate of insurance (reasonably satisfactory to Seller as to form and substance and the insurance company providing the insurance) showing commercial general liability coverage, for Buyer and its agents, representatives and employees, written on an occurrence basis, with a minimum limit of One Million Dollars (vi$1,000,000) repair per occurrence / Two Million Dollars ($2,000,000) aggregate and naming Seller as additional insured, such insurance to be maintained throughout the term of this Agreement; and (d) that Buyer hereby agrees to defend, hold harmless (with counsel reasonably acceptable to Seller) and indemnify Seller from and against any and all claims, causes of action, lawsuits, attorneys’ fees, costs and damages arising from or in any way related to Buyer’s and/or Buyer’s engineers, contractors, employees, consultants and/or agents’ examinations and inspections, excluding any claims, liabilities and damages solely caused by Seller or arising from the mere discovery of existing conditions at the Real Property. To the extent that Buyer or its agents or representatives damage the Real Property, Buyer shall promptly, at its sole cost and expense, restore the Property to substantially the same condition in which it existed immediately prior to any physical tests or inspections conducted by or on behalf of Buyer. Buyer holds Seller harmless from any damages, liabilities or claims caused by the negligence or wrongful act of Buyer, its agents or contractors, in exercising its rights under this Section 6. At any time prior to the Property resulting directly end of the Due Diligence Period, Buyer may terminate this Agreement, for any reason or indirectly from Purchaser’s activities at no reason by delivering written notice to Seller. Buyer will promptly execute and deliver any and all documents necessary to effectuate the Property and (vii) termination of this Purchase Agreement. If Buyer does not disclose any confidential information so terminate this Agreement during the Due Diligence Period, Buyer shall be deemed to have waived its right to terminate except as permitted under expressly provided otherwise in this Agreement or required by applicable lawAgreement. Purchaser’s obligation pursuant to clauses (vi) and (vii) above This Section 6 shall survive any closing or termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During Prior to the period (the “Due Diligence Period”) beginning on the Effective Date date hereof, Seller has caused to be delivered to Purchaser, and ending at 5:00 p.m. Eastern time on November 19Purchaser hereby acknowledges receipt of, 2014 (the “Expiration copies of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice following documents relating to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and such other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), documents reasonably requested by Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, if and to the extent in Seller’s or 's possession (the Company’s possession, Seller shall make available to Purchaser "Due Diligence Materials"): (i) copies of the maintenance records Leases, including any and reports for all amendments, modifications and guaranties; (ii) Seller 's existing title insurance policy; (iii) the most recent survey of the Property; (iv) copies of the Environmental Reports (as hereinafter defined); and (v) a current rent roll. Except as otherwise expressly set forth in this Agreement, Seller makes no representation or warranty as to the truth or accuracy of the Due Diligence Materials or any other materials, data or information delivered by Seller to Purchaser in connection with the transaction contemplated hereby. Purchaser shall (i) exercise reasonable care at acknowledges and agrees that all times materials, data and information delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. sole risk of Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands shall have the period which expires at 5:00 PM on the date occurring twenty-one (21) days after the date of this Agreement (the "Due Diligence Period") in which to inspect the Property in order to ascertain whether the Property is acceptable to Purchaser. Purchaser and agrees that any on-site inspections Seller previously executed an Access Agreement setting forth terms and conditions concerning Purchaser's performance of due diligence with respect to the Property prior to the date hereof, all of the Property shall occur terms and conditions of which are hereby agreed to survive the execution of this Agreement and be deemed to apply as well during normal business hours after the requisite prior notice to Seller Due Diligence Period and shall be conducted are hereby incorporated into this Section 4(b) as though set forth herein in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Propertyfull. (c) If for any reason whatsoever or for no reason Purchaser agrees in its sole and absolute discretion determines during the Due Diligence Period that Purchaser does not wish to protectpurchase the Property, indemnify, defend and hold then Purchaser shall have the right to terminate this Agreement on notice to Seller and given on or prior to the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out date of or resulting from the inspection expiration of the Property by Due Diligence Period, time being of the essence with respect to such notice. If Purchaser or its agents or consultantsshall timely give such notice, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) upon Seller’s 's written request, Purchaser shall deliver to Seller copies of all plans, specifications, surveys, reports, inspections, assessments and studies relating to the Property prepared by or on behalf of Purchaser during the Company’s negligence or willful misconduct or Due Diligence Period; (ii) Purchaser shall return or destroy all Due Diligence Materials provided to Purchaser; (iii) Escrow Agent shall thereupon disburse the Deposit and any pre-existing condition discovered interest accrued thereon to Purchaser; and (iv) each party shall thereupon be released from all further liability under this Agreement, except as provided in Section 4(b) or revealed as otherwise expressly provided in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement. (d) If Purchaser shall fail to give notice of termination to Seller pursuant to Section 4(c) prior to the expiration of the Due Diligence Period, then (i) the First Deposit shall thereupon become non-refundable to Purchaser, except as otherwise expressly set forth in this Agreement, (ii) Purchaser shall, no later than the first business day following the Due Diligence Period, post the Second Deposit with the Escrow Agent, which shall become non-refundable to Purchaser upon posting, except as otherwise expressly provided in this Agreement, and (iii) it shall be conclusively deemed that Purchaser has waived its right to terminate this Agreement in accordance with this Article 4 and be deemed to have waived all matters which were or could have been the subject of inspection or assessment during the Due Diligence Period (including, without limitation, any environmental matters).

Due Diligence Period. (a) During Seller and Purchaser hereby acknowledge that, as of the Effective Date, Purchaser has not yet had an opportunity to conduct due diligence and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. In order to enable Purchaser to commence its due diligence review in a timely and efficient manner, Seller agrees to deliver to Purchaser all items identified on Purchaser’s preliminary due diligence checklist attached hereto as Exhibit B (the "Preliminary Due Diligence Checklist") on or before the date five (5) days after the Effective Date (the "Diligence Delivery Date"). Purchaser may supplement the Preliminary Due Diligence Checklist as Purchaser deems appropriate and Seller shall provide the supplemental items to Purchaser within five (5) days after written request by Purchaser. To the extent Seller has any of the items on the Preliminary Due Diligence Checklist in electronic format, Seller shall send true, correct and complete copies of those items to Purchaser via the internet. To the extent Seller has items on the Preliminary Due Diligence Checklist in hardcopy, but not in electronic format, Seller shall make true, complete and correct copies of those items and deliver them to Purchaser via overnight courier. Seller shall organize all materials in accordance with the Preliminary Due Diligence Checklist and shall identify each item with reference to the number assigned to it on the Preliminary Due Diligence Checklist. (b) For the period (as such period may be extended pursuant to Section 4.10(b) or (c) below, the “"Due Diligence Period”") beginning commencing on the Effective Date and ending at 5:00 continuing until 6:00 p.m. Eastern time CT on November 19, 2014 the forty-fifth (the “Expiration of the Due Diligence Period”)45th) day thereafter, Purchaser shall have the rightright to terminate this Agreement in the event Purchaser, upon a minimum of one Business Dayin Purchaser’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits is not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection satisfied with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Assets. If Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ does not deliver notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to (in accordance with the provisions of this Section 2.3, Purchaser upon prior notice Agreement) to Seller may meet on or before 6:00 p.m. CT on the last day of the Due Diligence Period that Purchaser will elect to proceed to Closing, then this Agreement shall automatically terminate, the Deposit Balance shall be paid to Seller, and the parties shall thereafter be released from all further duties and obligations under this Agreement. If Purchaser elects to proceed to Closing, then Purchaser shall deposit the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) (the “E▇▇▇▇▇▇ Money”) with the current property manager at the Property. At Purchaser’s requestTitle Company, which shall be non-refundable, except as otherwise provided herein, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) shall remain in full force and (vii) above shall survive any termination of this Agreementeffect. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. Tenant's obligations under this Lease are subject to and contingent upon the determination by Tenant that the Premises are satisfactory for the use and purposes intended by Tenant. Tenant shall have forty-five (a45) During days after the period Effective Date of this Lease (the “"Due Diligence Period”") beginning to make such determination with respect to the Premises and to give written notice to Landlord if Tenant shall determine that the Premises are not satisfactory for the use and purposes intended by Tenant. Upon the giving of such written notice that the Premises are not satisfactory, this Lease shall terminate and be of no further force or effect, and neither Landlord nor Tenant shall have any further rights or obligations hereunder. If Tenant fails to give written notice on or prior to the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration date of expiration of the Due Diligence Period”), Purchaser then such conditions shall be deemed to have been waived by Tenant. Landlord's obligations under this Lease are also subject to Tenant's delivery to Landlord within fifteen (15) days of the rightEffective Date, upon a minimum and Landlord's subsequent review and approval of one Business Day’s prior telephonic or Tenant's 10Q report for the Third Quarter of 2000. If Landlord does not respond in regard to Tenant's financial statements within fifteen (15) days of delivery and receipt of same to Landlord, then Landlord shall be deemed to have approved such financial statements. If Tenant's financial statements are not satisfactory to Landlord, in Landlord's reasonable judgment, Landlord may, within such fifteen (15) day period, give written notice to Seller, to make a physical inspection Tenant that Tenant's financial statements are not satisfactory and this lease shall terminate as of the Property, including (i) a non-invasive inspection date of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samplesnotice, and groundwater). Prior to performing any inspection be of no further force or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requesteffect, and to the extent in Seller’s neither Landlord nor Tenant shall have any further rights or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreementobligations hereunder. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser Buyer shall have a period of 14 days after the rightAcceptance Date to review all agreements, upon a minimum of one Business Day’s prior telephonic ordinances or written notice other encumbrances related to Sellerthe property, including the Settlement Agreement, as that term is defined herein, and to make a physical inspection perform inspections and tests to determine if the Property is satisfactory to Buyer. Buyer is familiar with the condition of the Property, including (i) a non-invasive inspection of the environmental shall not permit to exist any dangerous condition thereof and such non-invasive physical engineering and other studies and tests on the Property during such period, shall restore the Property to the same condition as Purchaser deems appropriate it was in its sole discretion prior to any inspections and/or tests and (ii) with Seller’s consentdoes hereby indemnify and Buyer indemnifies Seller against and holds Seller harmless from all claims, which Seller may withhold in its sole discretiondamages, further losses, attorneys fees and costs and all other costs and expenses, including, without limitation, claims arising out of injury or death to person and/or damage or destruction of property, caused, created by or arising out of such inspections and/or tests and/or the acts or omissions of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to parties performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice Prior to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon entry onto the Property, (ii) at PurchaserBuyer shall provide to Seller evidence satisfactory to Seller of insurance coverage covering Buyer’s expense, observe above described indemnity and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect hold harmless obligations. Buyer’s duty to restore the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property Buyer’s indemnity and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above hold harmless obligations shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of Contract or the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance Closing, with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify indemnity and hold harmless obligation surviving for any claim that arises within a period of two years after Contract termination or Closing. In the event that Buyer shall determine during the Due Diligence Period that the Property is not satisfactory to Buyer and notifies Seller of its election to terminate this Contract prior to expiration of the Due Diligence Period, then this Contract shall terminate except for those provisions that specifically survive such a termination, the ▇▇▇▇▇▇▇ Money shall be returned to the Buyer, and the Company pursuant to this Section 2.3(c) shall thereafter, other than for those provisions and obligations that survive the Closing termination, neither Seller nor Buyer shall owe the other any further duties or any termination of this Agreementobligations hereunder.

Due Diligence Period. Notwithstanding anything to the contrary contained herein, the Purchaser shall have a twenty-five (a25) During the day period (the “"Due Diligence Period”") beginning commencing on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice date hereof to Seller, examine title to make a physical inspection of the Property, including (i) a non-invasive inspection of to inspect the environmental condition thereof physical and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental financial condition of the Property and further physical to review the Property Information. Neither the Purchaser nor the Purchaser's Representatives shall contact any governmental authority or any of the Seller's tenants, vendors, employees, consultants or contractors prior to the Closing without obtaining the Seller's prior written consent in each instance or unless otherwise required by law. Review of applicable zoning and permit records shall not constitute contact with a governmental authority. Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other studies investigations, inspections and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materialscollectively, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise"Investigations"), provided (i) the Purchaser must deliver a certificate of insurance to shall give the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirementstwo (2) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ business days' prior written notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Propertybefore each entry, (ii) at the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser’s expense's Representatives shall permit any borings, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and made known to Purchaser, (iii) not engage in any activities which would violate all Investigations shall be during the provisions of any permit or license pertaining to Seller's normal business hours and at the Property sole risk and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use expense of the Property pursuant to their respective LeasesPurchaser and the Purchaser's Representatives, (v) and shall not unreasonably interfere with the operation and maintenance activities on or about the Property of the PropertySeller, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property its tenants and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable lawtheir employees and invitees. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) The Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.shall:

Due Diligence Period. a. Within sixty (a60) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration days following execution of the Due Diligence Period”)this Agreement, Purchaser shall have obtained such environmental studies as Purchaser may require for purposes of determining the right, upon a minimum of one Business Day’s prior telephonic existence or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection existence of the environmental condition thereof and such non-invasive physical engineering and other studies and tests any Hazardous Materials on the Property as Purchaser deems appropriate in its sole discretion and Premises. Should said environmental audit reveal the existence of any Hazardous Materials which would require remedial action, same shall be deemed, for purposes of this Contract, an objection to title which may be corrected or eliminated within thirty (ii30) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections days of the environmental condition notice of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory same to Seller covering any accident arising in connection 28 29 accordance with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3Paragraph 3. Seller, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requesthowever, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections rescind this Contract if Seller chooses not to correct this objection to title; and property manager interviews. If b. Within thirty (30) days following the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination execution of this Agreement, the Seller, at Seller's expense, shall provide to Purchaser a preliminary title commitment from a national title insurance company conducting business in Kentucky certifying to Purchaser the then status of title to the Premises and setting forth all objections or exceptions to title affecting the same. Purchaser shall, within fifteen (15) days after its receipt thereof, notify Seller of any exceptions to title shown thereon which Purchaser deems to be unacceptable or which such title insurance company is unwilling to insure over. If any exceptions to title are deemed unacceptable to Purchaser or uninsurable by the title insurance company, then Seller shall have the option, at its expense, to either correct such defects and eliminate the exceptions to title within thirty (30) days from Purchaser's notification above or rescind this Contract. Purchaser shall be able to obtain at Closing an owner's policy of title insurance in an amount equal to the purchase price for the Premises insuring that at the time of recordation of the deed described in Paragraph 2 above there is vested in Purchaser a good and marketable fee simple title to the Premises free and clear of all liens, encumbrances, survey matters or other objections or exceptions to title other than as previously disclosed in the preliminary title report to be delivered in accordance with this paragraph. The premium for such policy of title insurance shall be payable by Purchaser.

Due Diligence Period. (a) During Subject to the period terms and conditions set forth in Section 2.3 (the “Due Diligence Period”c) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19below, 2014 (the “Expiration of during the Due Diligence Period”), Purchaser and Purchaser's designated agents or representatives (collectively, “Purchaser’s Representatives”) shall have the right, right to enter upon a minimum of one Business Day’s the Real Property upon not less than 48 hours prior telephonic or written notice to Sellerperform, to make a physical inspection of the Propertyat Purchaser's expense, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering economic, engineering, surveying, topographical, marketing, zoning and other tests, studies and tests on the Property investigations as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consentmay deem appropriate; provided, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise)however, Purchaser must deliver a certificate may not conduct any invasive environmental studies of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives kind on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and . Purchaser shall bear use, and shall cause Purchaser’s Agents to use, commercially reasonable efforts to not cause any interruption to the cost of all such inspections Hotel operations or teststhe guests thereof. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding Upon the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions execution of the Property. Subject Agreement, and to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available provide, in a website to which Purchaser is given access, for review and inspection copies of the maintenance records last PIP report issued to Seller, franchise documents, including but not limited to, any and reports all notices, applications, authorizations, consents, approvals and other documents that may be necessary for Purchaser to commence the Franchisor Approval process, all existing engineering reports, environmental reports, title policies, surveys, service contracts, construction related documentation, operating information including, without limitation, all non-privileged documentation relating to any pending construction, claims or litigation, detailed profit and loss statements for each of the past three full years and monthly for the Property. Purchaser shall last twelve full months (i) exercise reasonable care including occupied room counts for each period), current list of all employees indicating position, full/part time status, benefits eligibility, union membership status, and salary/hourly rate, list of property tax bills for the past three years and any bills or assessment notices received for 2022, a schedule of all Advanced Bookings, all Employment Agreements, schedules of all Personal Property and Inventory, all Occupancy Agreements, all Operating Agreements, Personal Property Leases and Warranties and Guarantees, as well as all licenses, permits and all other documents in relation to the Property and the employees employed at all times that Purchaser shall be present upon the Property, insurance loss runs with respect to the Hotel for the three-year period prior to the Effective Date, and any other materials reasonably requested by Purchaser, if any, either in Seller’s possession or prepared on Seller’s behalf (iicollectively, the “Due Diligence Material”). All of the Due Diligence Material is confidential to Seller and shall be held confidential by Purchaser. in accordance with the terms of Section 7.5. Except as may be required by court order or applicable law, Purchaser shall not disclose or provide any Due Diligence Material to any third party other than Purchaser’s managers, members, employees, advisors such as attorneys, accountants, engineers, surveyors, contractors and consultants, and potential lenders, financiers, partners, investors, and such other third parties whose assistance is required in connection with the evaluation or consummation of this transaction, and where necessary for the Franchisor Approval process, who shall be advised of the confidential nature of the Due Diligence Material and who shall treat the Due Diligence Material as confidential. The foregoing confidentiality obligation will not apply to information in Purchaser’s possession prior to disclosure to Purchaser by or on behalf of Seller or information which is publicly available other than due to disclosure by Purchaser. (b) If Purchaser elects not to proceed with this transaction in its sole and absolute discretion, Purchaser shall notify Seller and Escrow Agent, in writing prior to the expiration of the Due Diligence Period, that Purchaser has elected to terminate this Agreement and thereupon the Deposit shall be repaid to Purchaser and this Agreement shall automatically terminate and Purchaser shall, at Purchaser’s expense, observe and comply with return all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant Due Diligence Materials to their respective Leases, (v) not unreasonably interfere with the operation Seller. Seller and maintenance of the Property, (vi) repair any damage to the Property resulting directly Purchaser shall be released from all liability or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information obligation hereunder except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall for those obligations which expressly survive any a termination of this Agreement. If Purchaser does not so notify Seller and Escrow Agent of its determination to terminate this Agreement prior to the expiration of the Due Diligence Period, then this Agreement shall continue in full force and effect, and subject to Purchaser’s termination rights set forth herein, Purchaser shall have no further option to terminate this Agreement and all of the Deposit shall thereafter be non-refundable. (bc) Seller agrees to allow Purchaser understands and agrees that any on-site inspections or Purchaser's agents or representatives reasonable access to the Real Property, upon not less than 48 hours’ prior written notice, during the Due Diligence Period for purposes of inspection of the Property shall occur during normal business hours after the requisite prior notice Property. Purchaser’s inspections will be undertaken in such a manner to Seller and shall be conducted in accordance minimize any interference with the terms hereofbusiness of Seller. Purchaser shall not communicate with any of Seller’s or the Hotel’s employees without the consent of Seller, and Seller shall have the right to have a representative present at all such meetings, provided that Seller’s failure to cause its representative to be present will not preclude or delay the meeting. Seller will make the General Manager available to answer any questions Purchaser may have. Purchaser shall not conduct or allow any invasive testing of, on or under the Property without first providing Seller with notice as to the timing and scope of work to be performed and obtaining Seller’s prior written consent thereto. Seller’s consent to such testing shall not be unreasonably withheld, delayed or conditioned and Seller reserves the right to have a representative present, provided that Seller’s failure to cause its representative to be present during will not preclude or delay the test. Purchaser agrees that, in making any such inspections of, or conducting any testing of, on or under the Property, Purchaser or Purchaser's agents or contractors will carry not less than $1,000,000 comprehensive general liability insurance and, prior to any testing, will provide Seller with certificates or other written evidence of same, and property manager interviews. If which insurance shall name Seller as “additional insured and loss payee”; (ii) will exercise commercially reasonable efforts not to interfere with the Closing does activity of Hotel guests or any persons occupying or providing services at the Property; (iii) will not occur, then on request reveal to any third party not approved by Seller in advance, the results of its inspections or tests and payment other than to investors, partners, lenders, consultants, attorneys and others with a need to know in connection with the consummation of this transaction, other than as may be required by court order or applicable law; and (iv) will restore promptly to substantially the condition existing immediately prior to the inspection any physical damage caused by the inspection. Purchaser agrees to provide Seller with a copy of all inspection and test reports if Purchaser exercises its right to terminate the Agreement at no cost to Seller. Inspection and test reports shall include all written materials, test results, memorandum, or summaries thereof. Purchaser 50% agrees (which agreement shall survive Closing or termination of Purchaser’s out-of-pocket costs for this Agreement) to indemnify, defend, and hold Seller harmless from any requested inspection reportsloss, Purchaser will furnish to Seller any draft injury, damage, claim, lien, cost or expense, including reasonable attorneys' fees and costs, arising out of final reports received a breach of the foregoing agreements by Purchaser in connection with the inspection and requested by Seller relating to any inspections testing of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting otherwise from the inspection of the Property exercise by Purchaser or its agents or consultantsrepresentatives of the right of access under this Section 2.3, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only provided that the foregoing indemnity will not apply with respect to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered conditions, including any diminution in value resulting from the discovery thereof, or revealed in with respect to the inspection acts or omissions of the Property by Purchaser Seller, its property manager, or its agents their respective agents, employees or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementcontractors.

Due Diligence Period. Purchaser shall have until [ ] on the date that is [ ] days after the Effective Date (a) During the period (such period, the “Due Diligence Period”) beginning on to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the Effective Date feasibility of acquiring the Property, except for title and ending survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at 5:00 p.m. Eastern time on November 19reasonable times to conduct, 2014 (at Purchaser’s sole cost and expense, its due diligence with respect to the “Expiration Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period”), however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole discretion) not to pursue the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the rightexpiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, upon a minimum or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the ▇▇▇▇▇▇▇ Money less the Independent Consideration and less one-half of one Business Daythe escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior telephonic or written notice to Seller, which may be given via email to make ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a physical reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with which shall all be subject to Seller’s prior written consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any Any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, performed by a person (x) properly licensed and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Propertyqualified, (iiy) at Purchaser’s expense, observe and comply with who has obtained all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.appropriate

Due Diligence Period. (a) During The Buyer confirms to the period (Seller that the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon Buyer has conducted a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical detailed inspection of the PropertyAsset File, including (i) a non-invasive inspection of the environmental condition thereof has made multiple site visits and such non-invasive physical engineering and other studies and tests on in certain instances consulted with third party professionals in satisfying itself that the Property as Purchaser deems is appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of for the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensedBuyer's acquisition. Notwithstanding the foregoing, Purchaser in order to confirm preliminary information with third party professionals, review materials requested but not delivered, clarify certain discrepancies, conduct more complete Phase I environmental and engineering analyses and complete its investigation, the Buyer, for the period ending on July 31, 1998 (the "Due Diligence Expiration Date"), shall give no fewer than two Business Days’ notice have the right to Seller prior conduct or cause to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3be conducted, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requestBuyer's sole cost, risk and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe such inspections, tests, examinations and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use studies of the Property pursuant as the Buyer deems necessary or appropriate; to their respective Leasesfurther examine all applicable records relating to the income, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage ; to determine compliance of the Property resulting directly or indirectly from Purchaser’s activities at the Property with applicable laws and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable lawregulations, including, without limitation, zoning, building, land use and environmental protection laws; and to further confirm certain title matters. Purchaser’s obligation pursuant to clauses (vi) and (vii) The provisions of Section 7.1 above shall survive apply to any termination of this Agreementon-site investigations or inspections to be made by the Buyer. (b) Purchaser understands and agrees If the Buyer, in its judgment reasonably exercised, determines that any on-site inspections of the Property Asset is not an acceptable investment for the Buyer, then the Buyer shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves have the right to have a representative present during any such inspections and property manager interviewsterminate this Agreement by written notice given to the Seller prior to 5:00 p.m. (E.D.T) on the Due Diligence Expiration Date (TIME BEING OF THE ESSENCE). If the Closing does not occurBuyer shall elect to terminate this Agreement in the time and manner set forth in this subsection 7.2(b), then on request by Seller the Earnest Money shall be ret▇▇▇▇▇ ▇o the Buyer, this Agreement shall be deemed terminated and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for neither party shall have any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages further rights or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only obligations to the extent ofother, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation except for those expressly stated to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement. If the Buyer shall fail to terminate this Agreement in the time and manner set forth in this subsection 7.2(b), then the Buyer shall be deemed to have irrevocably waived its right to terminate this Agreement pursuant to this subsection 7.2(b).

Due Diligence Period. (a) During the Optionee shall be entitled to a period of time (the “"Due Diligence Period”") beginning to investigate and evaluate, at Optionee's expense, the title and condition of the Property, the suitability of the Property for Optionee's intended purposes, and all other matters relevant to Optionee's acquisition, ownership, development, and use of the Property. The Due Diligence Period shall begin on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration expire upon Optionee's delivery of the Due Diligence Period”), Purchaser shall have the right, upon a minimum Notice of one Business Day’s prior telephonic Exercise or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any earlier termination of this Agreement. (ba) Purchaser understands During the Due Diligence Period, provided that Optionee is not in default under this Agreement, Optionee shall have the right, subject to the provisions of this Section 10 and agrees that any on-at Optionee's sole cost and expense, to conduct such independent investigations, including soils tests, surveys, environmental site inspections assessments, and other customary engineering tests and physical examinations of the Property, development or other permit analyses and feasibility studies, as Optionee, in its discretion, deems necessary or appropriate concerning Optionee's ownership and intended use or development of the Property or the suitability of the Property for use or development. Prior to conducting any tests, surveys, assessments, or other physical examinations on or otherwise affecting the Property before Closing, Optionee shall occur during normal business hours after notify NB 3 of Optionee's intent to conduct such examinations, and of the requisite prior notice to Seller nature and extent thereof, and shall obtain NB 3's written consent (which consent shall not be conducted in accordance with unreasonably withheld or delayed) prior to the terms hereof. Seller reserves the right to have a representative present during commencement of any such inspections physical examination. (b) Provided that Optionee is not in default under this Agreement, NB 3 shall grant to Optionee and property manager interviewsits agents a nonexclusive license to enter upon the Property, during the Due Diligence Period, for the purpose of conducting tests, surveys, assessments, and other physical examinations on or otherwise affecting the Property pursuant to this Section 10. If Prior to any such entry by Optionee on the Closing does not occurProperty, then on request by Seller NB 3 and payment by Seller to Purchaser 50% of Purchaser’s outOptionee shall execute a right-of-pocket costs for any requested inspection reportsentry agreement (the "Right-of-Entry Agreement") in the form attached as EXHIBIT "6" to this Agreement, Purchaser will furnish which Right-of-Entry Agreement shall contain, among other things, insurance requirements and Optionee's release and indemnification of NB 3 and Amfac-Related Entities. Optionee agrees to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections shall comply with all of the Propertyterms and conditions in the Right-of-Entry Agreement. (c) Purchaser agrees By signing this Agreement, Optionee acknowledges that, in addition to protectall other due diligence examinations and investigations performed or to be performed by or on behalf of Optionee, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection Optionee's knowledge of the Property by Purchaser derived therefrom, Optionee is specifically aware of the following items relating to or its agents or consultantspotentially affecting the Property, excluding any liabilitiesand, lossesprior to Optionee's delivery of the Notice of Exercise, costs shall have reviewed, considered and, upon delivery of the Notice of Exercise, accepted and expenses, damages or injuries arising out of, and then only agreed to the extent ofeffects thereof on Optionee's purchase, acquisition, ownership and intended use, development and sale of the Property: (i) Seller’s or 1988 NORTH BEACH SMA. Special Management Area Use Permit and Shoreline Setback Variance (88-SMI-023, 88/SSV-002) issued by the Company’s negligence or willful misconduct or County of Maui Planning Commission (Planning Director's Reports dated May 24, 1988 and July 19, 1988, and Supplemental Director's Report dated July 19, 1988, adopted by the County of Maui Planning Commission at its meeting on July 19, 1988 as its Findings of Fact, Conclusions of Law, Decision and Order), with respect to land generally described therein as the Kaanapali North Beach properties (the "Kaanapali North Beach Properties"), of which the Property is part (the "1988 North Beach SMA"). Optionee acknowledges having received a copy of the 1988 North Beach SMA. (ii) any pre-existing condition discovered or revealed in 1998 KOR SMA SETTLEMENT AGREEMENT. Settlement Agreement dated September 29, 1998, between Kaanapali North Beach Venture, Amfac Property Investment Corp. dba Amfac Maui, Kaanapali Ownership Resorts, L.P., and Amfac/JMB Hawaii, LLC, as Developers, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Intervenors (the inspection "1998 KOR SMA Settlement Agreement"). Optionee acknowledges having received a copy of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this 1998 KOR SMA Settlement Agreement. (iii) 1998 KOR SMA. Special Management Area Use Permit (SM 1970006) issued by the County of Maui Planning Commission (County of Maui Planning Commission Findings of Fact, Conclusions of Law, Decision and Order (Docket No. 88/SMI-023, 88/SSV-002, SM970006), effective December 14, 1998) (the "1998 KOR SMA"). Optionee acknowledges having received a copy of the 1998 KOR SMA.

Due Diligence Period. From the Effective Date and ending on the day which is sixty (a60) During the period days thereafter (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser Buyer shall have the rightright to review the materials set forth in Section 5 and Section 6 below and the Assets, upon a minimum of one Business Day’s prior telephonic or written notice and satisfy itself that certain matters are satisfactory to SellerBuyer, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole absolute discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser Buyer and its contractors, agents and representatives have (including any architects, engineers and consultants) shall be entitled to enter onto the Real Property at reasonable times and in place comprehensive general liability insurance a reasonable manner to perform inspections and conduct tests of the Assets, and conduct tests of all structural and mechanical systems within the improvements (with policy limits including, but not limited to walk-in coolers, water heaters, HVAC system(s), and all point of at least $1,000,000 per occurrence sale and $2,000,000 aggregatecomputer hardware and software equipment) (collectively, the “Equipment”) and for workers’ compensation insurance to conduct such soil, geological, engineering, environmental (with policy limits not less than statutory requirements) for including ground water), hazardous or toxic materials, noise, pollution, seismic or other tests, studies or investigations as Buyer reasonably deems appropriate. In addition, Buyer and its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensedentitled to enter onto the Real Property at reasonable times and in a reasonable manner to interview ▇▇▇▇▇▇’s management personnel. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser Buyer agrees to protect, indemnify, defend and hold harmless Seller from all loss, cost and the Company harmless from and against any claim for liabilities, losses, costs, expenses expense (including reasonable attorneys’ fees)) incurred, damages suffered by, or injuries arising out claimed against Seller by reason of any damage to the Real Property, or resulting from injury to persons caused by Buyer and/or its agents, employees or contractors in conducting its due diligence as described in this Section 3(A) provided however, the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only foregoing indemnity shall not apply to the extent of, any such claims arise from (i) Seller’s the acts or the Company’s negligence omissions of Seller or willful misconduct its officers, directors, contractors, employees or agents, (ii) any the mere discovery or exposure of a pre-existing condition discovered with respect to the Property, or revealed (iii) the effect of any governmental action which results from any tests, studies or reports obtained by Buyer. The indemnity contained in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c3(A) shall survive the Closing or any termination of this Agreement and/or the Closing. In the event Buyer (for any reason or no reason) disapproves the Assets, Buyer may terminate its obligation to purchase the Assets by delivering written notice of its disapproval of the Assets to Seller at any time prior to the expiration of the Due Diligence Period (“Termination Notice”), in which case (a) the Deposit shall be immediately refunded to Buyer by Escrow Holder, less the Independent Consideration and any amounts due to Escrow Holder from Buyer pursuant to this Agreement (without the need for any further instructions from Seller or Buyer), and (b) Buyer’s obligation to purchase, and Seller’s obligation to sell, the Assets shall terminate, and neither party shall have any further obligation to the other, except as otherwise provided in this Agreement. In the event that Buyer elects in its sole and absolute discretion to approve all matters relating to the Assets, then ▇▇▇▇▇ shall deliver written notice of its approval of the Assets to Seller and Escrow Holder prior to the expiration of the Due Diligence Period (“Approval Notice”). If Buyer fails to deliver a Termination Notice or an Approval Notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Notice. The provisions of this Section 3(A) shall survive the termination of this Agreement and/or the Closing.

Due Diligence Period. County shall provide Lessee with a one (a1) During the period (the “year Due Diligence Period”) beginning Period commencing on the Effective Commencement Date and ending at 5:00 p.m. Eastern time on November 19, 2014 the last day of the first (1st) Lease Year in order to determine the “Expiration feasibility of proceeding with development of the Development Parcel. Both parties agree there shall be no extension of the Due Diligence Period”). (1) The parties acknowledge that the County obtained an "Initial Environmental Assessment" (as defined in Subsection 32(b) of this Lease) of the Development Parcel prior to the execution of the Agreement, Purchaser a copy of which has been provided to Lessee. During the Due Diligence Period, Lessee shall have the right, upon a minimum of one Business Day’s prior telephonic or right to provide written notice to Seller, to make a physical inspection of non-acceptance of the PropertyDevelopment Parcel ("Non-Acceptance Notice") for any reason whatsoever, including (i) a non-invasive inspection without limitation, if Lessee discovers that adverse environmental conditions are identified in the Initial Environmental Assessment or through independent environmental testing which materially affect the required use and development of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property Development Parcel pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b2) Purchaser understands Any notice of non-acceptance that is provided by Lessee to the Aviation Department must be in writing and agrees that any on-site inspections provided to the Aviation Department at least ten (10) days prior to the expiration of the Property Due Diligence Period. In the event Lessee fails to timely provide a Non-Acceptance Notice to Aviation Department pursuant to Subsection (b)(1), above, Lessee shall occur during normal business hours after have no further right to notify the requisite prior notice to Seller Aviation Department of Lessee's non-acceptance of the Development Parcel and Lessee shall be conducted required to accept the entire Premises in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections "AS IS CONDITION" and property manager interviews. If the Closing does not occur"WITH ALL FAULTS" as provided in Subsection 2(j), then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Propertyabove. (c3) Purchaser agrees Notwithstanding anything to protectthe contrary contained herein, indemnify, defend Lessee shall remain liable and hold Seller and obligated to return the Company harmless from and against any claim for liabilities, losses, costs, expenses Development Parcel to the Aviation Department in the same condition as it was on the Commencement Date. (including reasonable attorneys’ fees), damages or injuries arising out 4) In the event the Aviation Department receives timely written notice of or resulting from the inspection non- acceptance of the Property by Purchaser or its agents or consultantsDevelopment Parcel from Lessee, excluding any liabilities, losses, costs then Lessee and expenses, damages or injuries arising out of, and then only County shall execute an amendment to this Agreement (the extent of, "Removal Amendment") to provide as follows: (i) Seller’s or that the Company’s negligence or willful misconduct or Development Parcel is removed from the Lease; and (ii) any pre-existing condition discovered or revealed in that Section 3 of this Lease is revised to provide that the inspection Termination Date is the earlier to occur of the Property last day of the sixth (6th) Lease Year, unless sooner terminated. The Director of Aviation is hereby authorized to sign any such amendment on behalf of the County. (5) The parties acknowledge that a survey and legal description of the Development Parcel has not been completed as of the Effective Date of this Lease. County and Lessee agree that during the Due Diligence Period the Lessee shall obtain a survey and legal description of the Development Parcel depicted on Exhibit A-2 by Purchaser or its agents or consultantsa licensed surveyor, at Lessee’s expense, in order to establish the legal boundaries and total square footage of the Development Parcel. Purchaser’s obligation Lessee shall provide the Aviation Department with a copy of such survey and legal description within five (5) days of receipt of same. Such survey and legal description is subject to indemnify and hold harmless Seller the prior written approval of the Aviation Department, and the Company Aviation Department may require changes addressing any impacts on Airport operations or future Airport development, including without limitation Runways, Public Landing Areas, airfields, Taxiways and drainage. The Aviation Department shall provide any comments to such survey and legal description within thirty (30) days of receipt of the survey, Once the Aviation Department accepts the survey and legal description, and if Lessee accepts the Development Parcel pursuant to the requirements of this Subsection 3(b), County will create a new exhibit of the Development Parcel based on the survey and legal description provided by ▇▇▇▇▇▇ that will be attached to this Agreement pursuant to an amendment thereto. The Director of Aviation is hereby authorized to sign any such amendment on behalf of the County. Further, if ▇▇▇▇▇▇ does not accept the Development Parcel pursuant to the conditions of this Subsection 3(b), Lessee is not required to perform any survey work pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementsubsection.

Due Diligence Period. 20.1 Purchaser will have a period of twenty one (a21) During days from and after the period Estoppel Contingency Date (the “Due Diligence Period”) beginning to conduct and complete any required due diligence of the Premises, as reasonably determined by Purchaser. To the extent not delivered to Purchaser prior to the date hereof, Seller shall deliver to Purchaser, within five (5) days after the Estoppel Contingency Date, copies of the following items more particularly described on Schedule C hereto to the Effective Date extent, if any, in Seller’s Possession; as used in this Agreement, the term “Seller’s Possession” or “possession of Seller” or words of similar import shall mean and ending include documents maintained in Seller’s files located at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration Premises or with Seller’s managing agent for the Premises. Seller’s failure to deliver to Purchaser any of the above items within the period provided shall not result in the extension of the Due Diligence Period, and Purchaser’s sole remedy therefor shall be Purchaser’s right to terminate this Agreement by delivering written notice thereof to Seller on or prior to the expiration of the Due Diligence Period and to receive a return of the Downpayment, in which event neither party shall have any obligation hereunder except for such obligations which are expressly stated herein to survive the Closing or the termination of this Agreement (the “Surviving Obligations”). During the Due Diligence Period, and subject to the rights of Tenant, Purchaser shall have be permitted to enter the rightPremises and inspect and evaluate the Premises, upon a minimum of one Business Day’s prior telephonic or written notice and to Sellerconduct non-invasive studies, to make a physical inspection of the Propertytests and investigations thereon, including as well as (i) a non-invasive inspection to review the books and records of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property Premises, Seller’s Work, Seller’s application to obtain a TCO and/or CO, the Lease and made known matters relating thereto; (ii) to Purchaserinspect Seller’s Work, and to consult with Seller’s architect with respect thereto (if necessary); (iii) not engage in any activities which would violate to contact authorized representatives of Tenant, under the provisions direction of any permit or license pertaining to the Property and made known to Purchaser, Seller; (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use to review title and a survey of the Property pursuant to their respective Leases, Premises; (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaserperform an engineer’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding Premises and/or a Phase I environmental site assessment. At any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only time prior to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection expiration of the Property by Due Diligence Period, Purchaser may provide notice and may cancel the Agreement for any reason or no reason and this Agreement shall be null and void and the parties hereto shall be relieved of all further obligations and liability under this Agreement, except for Surviving Obligations. In such instance, Purchaser shall be entitled to a full refund of the Downpayment (together with any interest earned thereon), immediately upon notice to Escrow Agent (without any right for Seller to object to the release of the Downpayment to Purchaser). Purchaser shall restore the Premises to substantially and materially its agents or consultants. condition existing immediately prior to Purchaser’s obligation to indemnify inspection, testing, investigation and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementsurvey thereof.

Due Diligence Period. (a) During Seller and Purchaser entered into that certain Early Access Agreement, dated as of November 2, 2016 (the “EA Agreement”) pursuant to which Seller has afforded the Purchaser with the opportunity to begin its due diligence investigations of the Facility and has delivered to the Purchaser the Property Documents (as defined in the EA Agreement and as herein so called). Purchaser may supplement its original request for Property Documents as Purchaser deems appropriate, and, to the extent Seller has possession or control of such supplemental items, Seller, at no additional cost to Seller, shall provide the supplemental items to Purchaser within five (5) days after written request by Purchaser. Purchaser does hereby indemnify and hold Seller harmless from all costs, expenses, damages, claims and fees, including reasonable attorney’s fees, which occur or arise due to Purchaser’s due diligence hereunder. (b) For the period (the “Due Diligence Period”) beginning commencing on the Effective Date and ending at 5:00 continuing until 6:00 p.m. Eastern time CT on November 19Thursday, 2014 December 8, 2016, Purchaser shall have the right to terminate this Agreement by written notice to Seller in the event Purchaser, in Purchaser’s sole discretion, is not satisfied with the Assets for any reason, which reason need not be specified in such notice, provided that such notice is delivered (in accordance with the “Expiration provisions of this Agreement) to Seller on or before 6:00 p.m. CT on the last day of the Due Diligence Period”). If such notice of termination is so delivered on or before 6:00 p.m. CT on the last day of the Due Diligence Period, then this Agreement shall terminate, the Deposit shall be refunded to Purchaser, Purchaser shall have provide Seller a copy of all third party reports obtained by Purchaser during the rightDue Diligence Period (without any representation as to the accuracy thereof), upon a minimum of one Business Day’s prior telephonic and the parties shall thereafter be released from all further duties and obligations under this Agreement. If this Agreement is not terminated as set forth in this Section 1.7 or written notice to Selleras otherwise provided herein, to make a physical inspection of then this Agreement shall remain in full force and effect, the PropertyPurchaser shall deposit an additional Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the “Additional Deposit”) with the Title Company, including (i) a and the Deposit shall become non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consentrefundable, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreementotherwise provided herein. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During Transferee shall have the period (right, during the “Due Diligence Period”) beginning on , and thereafter if Transferee notifies Transferor that Transferee has elected to proceed to Closing in the Effective Date manner described below, to enter upon the Real Property and ending to perform, at 5:00 p.m. Eastern time on November 19Transferor's expense, 2014 (such surveying, engineering, and environmental studies and investigations as Transferee may deem appropriate. If such tests, studies and investigations warrant, in Transferee's sole, absolute and unreviewable discretion, the “Expiration purchase of the Property for the purposes contemplated by Transferee, then Transferee may elect to proceed to Closing and shall so notify Transferor and the Escrow Agent, in writing, prior to the expiration of the Due Diligence Period”), Purchaser shall have . If for any reason Transferee does not so notify Transferor and Escrow Agent of its determination to proceed to Closing prior to the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection expiration of the PropertyDue Diligence Period, including (i) a non-invasive inspection or if Transferee notifies Transferor and Escrow Agent, in writing, prior to the expiration of the environmental condition thereof Due Diligence Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate and such non-invasive physical engineering Transferee and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals Escrow Agent shall be duly licensed. Notwithstanding released from any further liability or obligation under this Agreement and, if requested by Transferor, Transferee will deliver such reports and materials to Transferor. (b) During the foregoingDue Diligence Period, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller Transferor shall make available to Purchaser Transferee, its agents, auditors, engineers, attorneys and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, fee schedules and any and all other material or information relating to the maintenance records Property which are in, or come into, Transferor's possession or control, or which Transferor may attain. Such information is more particularly described in EXHIBIT L attached hereto, as the same may be amended or supplemented by Transferor from time to time. (c) Within thirty (30) days from the date hereof, if requested by Transferee, Transferor shall deliver to Transferee an ALTA/ACSM survey or a boundary survey, as reasonably required by Transferee, of the Land and reports for the PropertyImprovements, prepared by a surveyor licensed to practice as such in the State, bearing a date not earlier than sixty (60) days from the date of its delivery and certified to both Transferee, Transferor and the Title Company (and any lender or other party designated by Transferee), showing the legal description of the Land, all dimensions thereof, and showing the location of Improvements on the Land and the setbacks thereof from the property line, as well as the setbacks required by applicable zoning laws or regulations (the "Survey"). Purchaser The Survey shall locate all easements which serve and affect the Land. The Survey shall reflect that no buildings or improvements located on any other property encroach upon the Land and that the Improvements located upon the Land do not encroach upon any other property. The surveyor preparing the Survey shall certify that (i) exercise reasonable care at all times that Purchaser shall be present upon the PropertySurvey is an accurate Survey of the Land and the Improvements, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to that the Property and Survey was made known to Purchaserunder the surveyor's supervision, (iii) not engage in any activities which would violate that the provisions Survey meets (a) the requirements of the Title Company for the issuance of the Owner's Title Policy free of any permit general survey exception, and (b) the minimum technical standards for land boundary surveys with improvements, set forth by applicable statutes or license pertaining to the Property applicable professional organizations, and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with all buildings and other structures and their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage relation to the Property resulting directly property lines are shown and that there are no encroachments, overlaps, boundary line disputes, easements, or indirectly from Purchaser’s activities at claims of easements visible on the Property and (vii) not disclose ground, other than those shown on the Survey. If Transferee has any confidential information except objection to Survey matters, the same shall be treated for all purposes as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination Title Objections within the provisions of this Agreement. (bd) Purchaser understands Transferor agrees to provide to Transferee, within five (5) business days following the date of this Agreement, a copy of any existing title insurance policies which Transferor may have in its possession or control covering the Real Property, together with legible copies of all exception documents referred to therein. During the Due Diligence Period, Transferee, at its expense, shall cause an examination of title to the Property to be made and agrees that any on-site inspections a preliminary title report to be issued (the "Preliminary Title Report"), and, prior to the expiration of the Property Due Diligence Period, shall occur during normal business hours notify Transferor of any defects in title shown by such examination that Transferee is unwilling to accept by delivering a pro forma copy of the Preliminary Title Report that reflects such unacceptable defects in title, which shall be designated as the Title Objections. Within ten (10) days after such notification, Transferor shall notify Transferee whether Transferor is willing to cure such defects. If Transferor is willing to cure such defects, Transferor shall act promptly and diligently to cure such defects at its expense. If any of such defects consist of mortgages, deeds of trust, construction or mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, and notwithstanding the foregoing, Transferor shall be obligated to pay and discharge such defects at Closing, except for the mortgages scheduled and set forth in EXHIBIT M attached hereto (the "Mortgage Indebtedness") which Transferee shall take subject to as provided in Section 2.3(a). For such purposes, Transferor may use all or a portion of the cash to close. If Transferor is unable to cure such defects by Closing, after having attempted to do so diligently and in good faith, Transferee shall elect (1) to waive such defects and proceed to Closing without any abatement in the Purchase Price, or (2) to terminate this Agreement. Transferor shall not, after the requisite date of this Agreement, subject the Property to any liens, encumbrances, leases, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Transferee's prior notice written consent. All title matters revealed by Transferee's title examination and not objected to Seller and by Transferee as provided above shall be conducted in accordance with the terms hereofdeemed Permitted Title Exceptions. Seller reserves the right If Transferee shall fail to have a representative present during examine title and notify Transferor of any such inspections Title Objections by the end of the Due Diligence Period, all such title exceptions (other than those rendering title unmarketable and property manager interviewsthose that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. If Notwithstanding the Closing does foregoing, Transferee shall not occur, then on request by Seller and payment by Seller be required to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish take title to Seller any draft of final reports received by Purchaser and requested by Seller relating the Property subject to any inspections matters which may arise subsequent to the effective date of its examination of title to the PropertyProperty made during the Due Diligence Period. (ce) Purchaser agrees Transferor shall deliver to protect, indemnify, defend Transferee within fourteen (14) days after the date of the execution of this Agreement by Transferor and hold Seller Transferee a disclosure schedule that accurately and the Company harmless from completely identifies and against any claim for liabilities, losses, costs, expenses describes (a) all Employment Agreements (including reasonable attorneys’ feesname of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.), damages or injuries arising out of or resulting from and (b) an updated Golf Club membership list, setting forth the inspection names of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection members of the Property by Purchaser or its agents or consultants. Purchaser’s obligation Golf Club, the length of their membership, the payment obligations of the members and a summary of the terms of the memberships (the "Disclosure Schedule"). (f) Transferor shall deliver to indemnify and hold harmless Seller and Transferee within thirty (30) days after the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination date of execution of this AgreementAgreement by Transferor and Transferee current searches of all Uniform Commercial Code financing statements filed with the Secretary of State of the State respecting Transferor, together with searches for pending litigation, tax liens and bankruptcy filings in all appropriate jurisdictions.

Due Diligence Period. Tenant will have full and complete access at any time to the Premises commencing as of the date that each and all of (ai) During this Lease, (ii) the Term sheet between Southwest and Pinnacle, (iii) the Asset Purchase Agreement between Southwest and Pinnacle (and their respective affiliates, if any, as stated in the Asset Purchase Agreement), and (iv) documents effecting acquisition of the Premises by Pinnacle (collectively, the “Transaction Documents”) are executed, which access will continue for a period of not less than thirty (30) days thereafter (the “Due Diligence Period”) beginning on ). Such access will be for the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration purposes of conducting such due diligence examination of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof Premises and such non-invasive physical engineering public and other studies private records relating thereto as Tenant deems necessary and tests on the Property as Purchaser deems appropriate in its sole discretion discretion. Upon execution of this Lease, Landlord will deliver to Tenant copies of all soil tests, design or engineering studies, drawings, plans, and (ii) other documents and materials relating to the Premises and the Off-Site Properties in Landlord’s possession or subject to Landlord’s control. In the event Tenant is satisfied with Sellerthe results of its due diligence examination and elects to commence the payment of rent as in this Lease described, Landlord will assign to Tenant all Landlord’s consentright, which Seller may withhold title and interest in such documents and materials, provided however, that, unless Tenant exercises its sole discretionright of first refusal to purchase the Premises as provided in this Lease, further inspections Tenant will, upon expiration of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property Lease Term (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwiseas defined in section 2.F below), Purchaser must deliver a certificate of insurance assign back to the applicable Seller evidencing that Purchaser Landlord all Tenant’s right, title and its contractors, agents interest in these documents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreementmaterials. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During For the period (the purposes of this Agreement “Due Diligence Period”) beginning ” shall the period commencing on the Effective Date and ending terminating on August 29, 2013. During the Due Diligence Period, Seller shall allow Buyer to conduct its inspection and review of the Property at 5:00 p.m. Eastern time times convenient to the Seller and Operator, subject to the terms and conditions of that certain “Temporary Access Agreement dated July 31, 2013 between Buyer and Seller, attached hereto and incorporated herein as Exhibit “C” (“Access Agreement”). Buyer and Seller agree that notwithstanding anything in the Access Agreement to the contrary, the Access Agreement shall terminate on November 19the earlier of: (i) August 29, 2014 2013, or (ii) when Buyer’s need for access has ended. As part of Buyer’s due diligence, Buyer shall have the right to obtain inspection reports (acceptable to Buyer in its sole discretion and at Buyer’s cost and expense) describing the overall physical and environmental condition of the Property, including, but not limited to, performing a Phase I Environmental Assessment of the Property, an ALTA survey of the Property (the “Expiration Survey”), a wetland inspection of the Property, soils inspections, and any other inspection required by Buyer to determine whether the condition of the Property is suitable for Buyer’s intended use, in Buyer’s sole discretion. Buyer shall also have the right to review and approve the economic feasibility of the Property for Buyer’s intended use, in Buyer’s sole discretion. In the event that Buyer is not satisfied with any of its due diligence on the Property on or prior to the expiration of the Due Diligence Period”, Buyer, at its election (in its sole discretion), Purchaser shall have the rightmay, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including either: (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under terminate this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of have the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance Deposit refunded together with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct accrued interest; or (ii) waive in writing the satisfaction of any pre-existing condition discovered or revealed in the inspection such due diligence and proceed to Closing of the Property transaction contemplated by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During If Purchaser determines, at any time prior to the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration expiration of the Due Diligence Period”)Period (which is defined as three (3) days from Purchaser’s receipt of both the Title Commitment and survey) that a title defect or physical characteristic related to the Property is unacceptable to Purchaser, or any other condition exists which is not acceptable to Purchaser, in Purchaser’s sole and absolute discretion, Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or by written notice to Seller, to make a physical inspection terminate this Agreement, in which event the Deposit, plus any accrued interest, shall immediately be returned by Escrow Agent to Purchaser. In the event of termination as herein provided, Seller and Purchaser hereby expressly direct and authorize Escrow Agent to return the Deposit, plus any accrued interest, to Purchaser, without further written instruction, and provide hereby that upon doing so, Escrow Agent is forever held harmless and discharged from any and all further duty, responsibility, or liability with regard to the Deposit. (b) At any time, Purchaser may notify Seller that all Conditions Precedent have been satisfied (or waived) and that it desires to close, in which event Closing shall take place within three (3) days of such notice. In the event Purchaser fails to notify Seller of the Property, including (i) a non-invasive inspection satisfaction of the environmental condition thereof Conditions Precedent and such non-invasive physical engineering and other studies and tests on its desire to close prior to the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections expiration of the environmental Due Diligence Period, then the Purchaser shall be deemed to have waived all Conditions Precedent and the parties shall proceed to Closing within three (3) days thereof. (c) If Purchaser fails to terminate this Agreement prior to the expiration of the Due Diligence Period, Purchaser shall be deemed to have accepted the condition of the Property and further physical engineering and other studies and tests on have determined that the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and is suitable for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder ’s intended use and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than obligated to proceed to closing within two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions (2) calendar days of the Property. Subject to end of the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requestDue Diligence Period, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination conditions of this Agreement.

Due Diligence Period. Buyer will, at Buyer’s expense and within days (a30 days if left blank) During the period 139 (the “Due Diligence Period”) beginning on the after Effective Date and ending in Buyer’s sole and absolute discretion, determine 140 whether the Property is suitable for Buyer’s intended use. During the Due Diligence Period, Buyer may 141 conduct a Phase 1 environmental assessment and any other tests, analyses, surveys, and investigations 142 (“Inspections”) that Buyer deems necessary to determine to Buyer’s satisfaction the Property’s 143 engineering, architectural, and environmental properties; zoning and zoning restrictions; subdivision 144 statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with 145 local, state, and regional growth management plans; availability of permits, government approvals, and 146 licenses; and other inspections that Buyer deems appropriate. If the Property must be rezoned, Buyer will 147 obtain the rezoning from the appropriate government agencies. Seller will sign all documents Buyer is 148 required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, 149 contractors, and assigns, the right to enter the Property at 5:00 p.m. Eastern any time on November 19during the Due Diligence Period for the 150 purpose of conducting Inspections, 2014 provided, however, that Buyer, its agents, contractors, and assigns 151 enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller 152 harmless from losses, damages, costs, claims, and expenses of any nature, including attorneys’ fees, 153 expenses, and liability incurred in application for rezoning or related proceedings, and from liability to any 154 person, arising from the conduct of any and all Inspections or any work authorized by Buyer. Buyer will 155 not engage in any activity that could result in a construction lien being filed against the Property without 156 Seller’s prior written consent. If this transaction does not close, Buyer will, at Buyer’s expense, (i) repair 157 all damages to the “Expiration Property resulting from the Inspections and return the Property to the condition it was in 158 before conducting the Inspections and (ii) release to Seller all reports and other work generated as a 159 result of the Inspections. 160 Before expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or Buyer must deliver written notice to Seller, Seller of Buyer’s 161 determination of whether or not the Property is acceptable. Buyer’s failure to make a physical inspection comply with this notice 162 requirement will constitute acceptance of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate suitable for Buyer’s intended use in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of “as is” 163 condition. If the Property is unacceptable to Buyer and further physical engineering written notice of this fact is timely delivered to (____) (____) (____) (____) 164 Seller, this Contract will be deemed terminated, and other studies and tests on Buyer’s deposit(s) will be returned. 🞎 165 (2) No Due Diligence Period: Buyer is satisfied that the Property is suitable for Buyer’s purposes, 166 including being satisfied that either public sewerage and water are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property or the 167 Property will be approved for the installation of a well and/or private sewerage disposal system and made known that 168 existing zoning and other pertinent regulations and restrictions, such as subdivision or deed restrictions, 169 concurrency, growth management, and environmental conditions, are acceptable to Purchaser, Buyer. This Contract 170 is not contingent on Buyer conducting any further investigations. 171 (iiib) not engage Government Regulations: Changes in any activities government regulations and levels of service which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their affect Buyer’s 172 intended use of the Property pursuant to their respective Leases, (vwill not be grounds for terminating this Contract if the Due Diligence Period has 173 expired or if Paragraph 9(a)(2) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreementis selected. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. Subject to Section 6, Buyer shall have sixty (a60) During days following the period complete execution of this Agreement (the “Due Diligence Period”) beginning ), to inspect and investigate the Property, including roof, plumbing, soils, electrical, sprinkler, water, sewer, mechanical, engineering, heating, ventilation and air conditioning and life safety systems, structural integrity of the Improvements, measurement of the square footage of the Land and Improvements, legal status and requirements pertaining to the Property (including applicable building codes, zoning, environmental, public health and fire safety laws), hazardous substance inspections including preparation of an environmental assessment, suitability of the Property for Buyer’s purposes and all other matters of significance to Buyer. Consistent with the terms and conditions of Section 4 above, Buyer agrees to keep the results of such testing and inspections confidential, except to the extent that disclosure is required by law (in which case Buyer will notify Seller in writing prior to making any such disclosure), which obligation shall survive the termination of this Agreement. If so requested by any Seller in writing, Buyer shall, at no cost to Seller, provide such Seller, as and when Buyer receives same, with a copy of all due diligence materials, reports, plans, surveys and inspections performed by or on behalf of Buyer or Buyer’s Agents, which obligation shall survive termination of this Agreement. Buyer shall order and pay for all costs and expenses with respect to such inspections and investigations. If, at any time during the Effective Date and ending at 5:00 p.m. Eastern time on November 19Due Diligence Period, 2014 (Buyer determines, in its sole discretion, that the “Expiration results of the inspections do not meet Buyer’s criteria for the purchase or operation of the Property in the manner contemplated by Buyer, Buyer may terminate this Agreement by written notice to Seller given not later than the expiration of the Due Diligence Period”), Purchaser and Buyer and Seller shall promptly direct the Title Company to have the Deposit returned to Buyer, and thereafter the parties hereto shall have no further rights or obligations hereunder, except for those rights and obligations which, by their terms, survive the right, upon a minimum termination hereof. Failure of one Business Day’s Buyer to notify Seller as provided for herein of its election to terminate this Agreement prior telephonic or written notice to Seller, to make a physical inspection the expiration of the Property, including (i) a non-invasive inspection Due Diligence Period shall constitute Buyer’s satisfaction of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At PurchaserBuyer’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect due diligence with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and Seller agrees that it will not accept any on-site inspections of offers to purchase the Property shall occur subject property during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Propertydue diligence period. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. (a) During the period Purchaser shall have until 5:00 p.m., Chicago time on April 15, 2003 (the “Due Diligence Period”) beginning on within which to inspect the Effective Date Property, obtain any necessary internal approvals to the transaction, and ending satisfy itself as to all matters relating to the Property, including, but not limited to, environmental, engineering, structural, financial, title and survey matters. If Purchaser determines (in its sole discretion) that the Property is unsuitable for its purposes for any reason, then Purchaser may terminate this Agreement by written notice to Seller given at 5:00 p.m. Eastern any time on November 19, 2014 (prior to the “Expiration expiration of the Due Diligence Period”). If Purchaser so terminates this Agreement, then the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination of this Agreement. Subject to the next two sentences, Purchaser’s failure to so terminate this Agreement within the Due Diligence Period shall be deemed a waiver by Purchaser of the condition contained in this Section 8.1, and thereafter the ▇▇▇▇▇▇▇ Money shall not be refunded to Purchaser except pursuant to another express provision of this Agreement. Purchaser shall have until 5:00 p.m., Chicago time on April 21, 2003 (the right“Extended Due Diligence Period”) within which to obtain and review an appraisal of the Property and to agree with Equity Office Management, L.L.C. upon a minimum form of one Business Daymanagement agreement for the Property (for a period from and after Closing) (the “New Management Agreement”). If Purchaser determines (in its reasonable discretion) that the appraisal is not acceptable to Purchaser or that a form of New Management Agreement cannot be agreed upon, then Purchaser may terminate this Agreement solely because the appraisal is not acceptable to Purchaser and/or a form of New Management Agreement has not been agreed upon, by written notice to Seller given at any time prior to the expiration of the Extended Due Diligence Period, which notice shall specify in reasonable detail, the reason(s) for such termination in accordance with this sentence. If Purchaser so terminates this Agreement, then the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination of this Agreement. Purchaser’s failure to so terminate this Agreement within the Extended Due Diligence Period shall be deemed a waiver by Purchaser of the condition contained in this Section 8.1, and thereafter the ▇▇▇▇▇▇▇ Money shall not be refunded to Purchaser except pursuant to another express provision of this Agreement. Purchaser’s right of inspection pursuant to this Section 8.1 is and shall remain subject to the rights of tenants under the Leases and other occupants and users of the Property and Purchaser shall use reasonable efforts to minimize interference with tenants and Seller’s operation of the property. No inspection shall be undertaken without forty-eight (48) hours’ prior telephonic or written notice to Seller, unless Seller agrees to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with an earlier inspection. Seller or Seller’s consent, which Seller may withhold in its sole discretion, further inspections of representative shall have the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior right to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with any or all applicable laws and inspections. Neither Purchaser nor its agents or representatives shall contact or interview any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite tenants without prior notice to Seller and Purchaser shall be conducted permit Seller to participate in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviewscontact. If No inspection shall involve the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% taking of Purchaser’s out-of-pocket costs for samples or other physically invasive procedures without the prior consent of Seller. Upon the completion of any requested inspection reportsor test, Purchaser will furnish shall restore the Property to Seller any draft of final reports received by its condition prior to such inspection or test. Notwithstanding anything to the contrary contained in this Agreement, Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller and the Company its employees, tenants and agents harmless from and against any and all loss, cost, expense, liability, damage, cause of action or claim for liabilities(including, losseswithout limitation, costs, expenses (including reasonable attorneys’ fees), damages or injuries fees incurred in connection therewith) arising out of or resulting from Purchaser’s exercise of its right of entry upon and inspection and testing of the inspection Property as provided for in this Section 8.1, other than to the extent arising from any act or omission of Seller and other than such as result from the discovery or release of any hazardous substances currently on the Property (unless brought on to the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs representatives or caused by the unauthorized act of Purchaser) and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) such indemnity shall survive the Closing or and any termination of this Agreement. Purchaser’s indemnification obligations hereunder shall expressly exclude consequential, punitive or special damages. Prior to entering upon the Property for purposes of performing any inspection thereof, Purchaser shall provide Seller with evidence of commercial general liability insurance, including broad form contractual liability, from such company and in such amount as Seller may reasonably request, which policy shall name each of Seller, Equity Office Management, L.L.C. and EOP Operating Limited Partnership as additional insureds.

Due Diligence Period. (a) During Home Properties shall have a period of forty-five (45) days from the period date hereof (the “"Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”"), Purchaser to investigate, review and inspect any and all matters relating to the RGII Real Property which Home Properties shall deem appropriate. Not by way of limitation, Home Properties, and its engineers, contractors and other representatives may inspect the RGII Real Property and the equipment therein, including the roofs, walls, foundations, heating ventilation and air-conditioning systems, plumbing systems and electrical systems thereof. Home Properties shall also have the right, upon a minimum right to inspect the financial records of one Business Day’s prior telephonic or written notice RGII relating to Seller, to make a physical inspection of the RGII Real Property, including (i) a non-invasive inspection of the environmental condition thereof lease and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further mortgage documentation. All inspections of the environmental condition RGII Real Property or the financial records of RGII shall take place during normal business hours, and on not less than two (2) days' advance notice thereof. Home Properties shall permit a representative of Contributing Partners to be present at any such inspection. In the Property and further physical engineering and other studies and tests on the Property event Home Properties shall determine that are invasive or could alter it is not satisfied with the physical condition of the Property (including examination RGII Real Property, or with the financial results of materialsthe operation of the RGII Real Property, soil samples, and groundwater). Prior to performing or with any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance other matter relating to the applicable Seller evidencing that Purchaser and RGII Real Property as a result of its contractorsinspection, agents and representatives Home Properties shall have the right to terminate this agreement by written notice to Contributing Partners, setting forth the cause for such termination, given prior to the expiration of the Due Diligence Period in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on which event the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals Deposit shall be duly licensedreturned to Home Properties within three (3) business days and neither party shall have any further rights or liabilities hereunder thereafter. Notwithstanding In the foregoingevent that Home Properties does not terminate this Agreement within the Due Diligence Period as hereinabove provided, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser Home Properties shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect deemed to the Property and made known have waived its right to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property terminate pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this AgreementParagraph 4. (b) Purchaser understands Contributing Partners shall provide access by Home Properties' representatives to all financial and agrees that any onother information relating to RGII as is sufficient to enable them to prepare audited financial statements, at Home Properties' expense, in conformity with Regulation S-site inspections X of the Property shall occur during normal business hours after Securities and Exchange Commission (the requisite prior notice "Commission") and any registration statement, report or disclosure statement required to Seller and shall be conducted in accordance filed with the terms hereofCommission. Seller reserves Except as provided in a letter substantially in the right form attached hereto as Exhibit D, Contributing Partners shall not be required to have a representative present during any such inspections and property manager interviews. If certify the Closing does not occuraccuracy of its financial information, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilitiesfinancial statements produced by Home Properties shall not constitute representations or warranties of Contributing Partners to Home Properties, losses, costs, expenses (including reasonable attorneys’ fees), damages the Commission or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementpublic.

Due Diligence Period. 6.1 Purchaser shall have thirty (a30) During the period (the “Due Diligence Period”) beginning on days from the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of "DUE DILIGENCE PERIOD") to review the Due Diligence Period”)Information and to conduct all tests, Purchaser shall have the rightinspections, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering feasibility and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and all other studies and tests on investigations concerning the Property that are invasive or could alter Purchaser requires (including, without limitation, environmental tests and assessments, inspection of the physical condition of the Property (including examination of materialsProperty, soil samplesappraisals, surveys, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate investigation of insurance to the applicable Seller evidencing that Purchaser zoning and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory other legal requirements) for its activities on to determine whether the Property on terms reasonably is satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on to notify Seller in writing of any specific objections to it. In the Property, which insurance shall name Seller and event Purchaser decides not to purchase the Company as additional insureds thereunder and Purchaser shall bear Property based upon Purchaser's review of the cost of all such inspections Due Diligence Information or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoingother investigations, Purchaser shall give no fewer than two Business Days’ notice to so notify Seller prior to inspecting in writing within the Due Diligence Period. Thereafter, this Agreement shall be considered terminated, null and void, and neither party shall have any Tenant occupied portions of the Property. Subject further obligation one to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requestother, and to the extent in Seller’s or the Company’s possession▇▇▇▇▇▇▇ Money, Seller and any interest earned thereon, shall make available be returned to Purchaser copies of and neither party shall have any further obligations or liabilities hereunder. If Purchaser does not so notify Seller within the maintenance records and reports for Due Diligence Period, the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon parties will proceed to Closing in the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then manner described in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. 6.2 Purchaser's obligation to acquire the Property and consummate the other transactions contemplated hereunder shall be conditioned on satisfaction of the following requirements (the "CONSTRUCTION CONDITIONS"). (a) Seller having obtained and delivered to Purchaser a final, unconditional certificate of occupancy from the City of Columbia, South Carolina, and any other applicable governmental authority with respect to all of the Property; (b) Purchaser understands Seller having obtained and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller delivered to Purchaser 50% a certificate of Purchaser’s out-of-pocket costs for any requested inspection reportscompletion, Purchaser will furnish to Seller any draft of final reports received signed by Purchaser an independent architect and requested by Seller relating to any inspections of independent engineer, indicating that all improvements shown on the Property.Plans and Specifications have been completed and are in compliance with all applicable governmental rules, ordinances, regulations and requirements; and, (c) Seller having taken possession of all of its leasehold premises as described in the Lease, opened for business to the public, and, concurrent with the Closing, commenced full payment of rents and other charges pursuant to the Lease. (d) Seller shall use best efforts to complete the Construction Conditions on or before March 31, 2004. If the Construction Conditions have not been completed on or before March 31, 2004, then Purchaser agrees may terminate this Agreement by giving written notice to protect, indemnify, defend and hold Seller and of such termination. Upon the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection termination of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company Agreement pursuant to this Section 2.3(c) 6.2, the ▇▇▇▇▇▇▇ Money, and all interest earned thereon, shall survive the Closing be returned to Purchaser and neither party shall have any further obligations or any termination of this Agreementliabilities hereunder.

Due Diligence Period. (a) If it has not done so prior to the Effective Date, then within fifteen (15) days after the Effective Date (the “Seller Delivery Period”), Seller shall deliver to Purchaser, copies of those documents and materials listed on Schedule 3 attached hereto and incorporated herein which are designated as “Seller Information” on Schedule 3 to the extent such documents are within Seller’s possession; provided Seller shall use commercially reasonable efforts to obtain from Master Tenant all items Master Tenant is obligated to deliver to Seller as tenant under the terms of the Lease (collectively, “Due Diligence Materials”). Purchaser will request the remainder of the Due Diligence Materials from Operator. Purchaser understands and agrees that (i) Seller only has a limited amount of Due Diligence Materials in its possession, (ii) Seller shall have no obligation to deliver any of the Due Diligence Materials which are not in Seller’s possession (including any items designated as “Key Deliverables” on Schedule 3), and (iii) Seller shall work with the Operator, subject to the limitations set forth in subparagraph (c) below, to secure the Due Diligence Materials not designated as Key Deliverables, but it shall be Purchaser’s obligation to work with the Operator to secure such portion of the Due Diligence Materials if and to the extent Purchaser deems access to them to be necessary for Purchaser to conduct its Due Diligence Investigation (as defined below). (b) During the period (the “Due Diligence Period”) beginning commencing on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 the forty-fifth (45th) day after the Effective Date (the “Expiration of the Due Diligence PeriodExpiration Date”), Purchaser shall have the rightright to conduct its Due Diligence Investigation of the Property. If Seller fails to deliver the Key Deliverables within fifteen (15) days after the Effective Date, Purchaser may, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, extend the Due Diligence Period for one additional extension period of fifteen (15) days. (c) During the Due Diligence Period, Purchaser and its agents, employees, contractors, and consultants (collectively, the “Purchaser Representatives”) shall have the right to enter and inspect the Property, review the status of title and make such other inspections, feasibility determinations, franchise applications, engineering feasibility assessments, environmental studies, financing arrangements, and/or any other studies of the Property reasonably deemed appropriate by Purchaser to do a physical detailed inspection of the Property (the “Due Diligence Investigation”), all at Purchaser’s expense and subject to the terms of the Lease; provided, however Purchaser shall not (i) take any samples of materials of any kind from the Property, or (ii) perform any physically invasive procedure at the Property (including a Phase II environmental audit) without, in each case, the prior written consent of Seller, which consent shall not be unreasonably withheld. Purchaser shall order all third-party reports, appraisals, and studies which Purchaser desires to review as part of its Due Diligence Investigation no later than two (2) Business Days after the Effective Date. A minimum of forty-eight (48) hours prior notice shall be required with respect to all site visits, unless otherwise agreed to, at the Property which notice shall include the intended date of entry and a description of the activities to be conducted. All such site visits shall occur during normal business hours, will be conducted in such a manner as to cause as little disruption to residents, employees and business conducted at the Property as possible, shall comply with all COVID standards and protocols in place at the Real Property, and any limitations and/or requirements imposed by Operator related to Purchaser’s access to the employees at the facilities located on the Real Property. Purchaser shall coordinate all site visits to the Property directly with the Seller, and Seller may have a representative present during such site visits and all interviews and communications with Master Tenant or Operator provided that it does not result in a delay of such site visit. Upon Seller’s and/or the Operator’s reasonable determination that Purchaser has violated this Section 4(c), Seller shall have the right, exercisable in its sole and absolute discretion, to limit, restrict or prohibit any further communication between Purchaser and the Operator and/or any further access to the Property. (d) During the Due Diligence Investigation, Purchaser, and all contractors and others performing tests on Purchaser’s behalf, shall maintain (or cause to be maintained), the following insurance policies from insurance companies having a rating of at least “A-VII” by Best’s Rating Guide (or a comparable rating service): (1) commercial general liability, on an occurrence basis in the amount of $1,000,000 combined single limit/$2,000,000 general aggregate; (2) workers compensation in accordance with statutory requirements; and (3) umbrella insurance in the amount of $2,000,000. The general liability policy and umbrella policy shall name Seller and Operator, as additional insured parties, and shall provide coverage against any claim for personal injury or property damage caused by Purchaser or the Purchaser’s Representatives in connection with such inspections. Purchaser shall deliver to Seller a certificate evidencing the commercial general liability policy before conducting any Due Diligence Investigation on the Property. (e) Purchaser shall keep the Property free and clear of any liens or claims resulting from its Due Diligence Investigation, and Purchaser shall indemnify, defend (with counsel reasonably satisfactory to Seller), protect and hold harmless Seller and Operator, and their direct and indirect subsidiaries and affiliates, officers, directors, agents, beneficiaries, members, managers, partners, and employees (collectively, the “Seller Indemnitees”) from and against any and all liability, loss, cost, damage or expense (including, without limitation, attorneys’ fees and costs) that Seller Indemnitees may sustain or incur by reason of or in connection with Purchaser’s Due Diligence Investigation. Purchaser shall restore any portion of the Property damaged during Purchaser’s Due Diligence Investigation to substantially the same condition as existed immediately before such damage occurred. The rights and obligations of the Parties under this Section 4(e) shall survive Closing or any earlier termination of this Agreement and Seller’s rights hereunder are in addition to its right to retain the Deposit pursuant to Section 3(c). (f) In consideration for Seller granting to Purchaser the right to inspect the Property and allowing Purchaser access to the Property for the purposes of its Due Diligence Investigation, Purchaser has paid to Seller concurrently with the execution of this Agreement the sum of One Hundred Dollars and No/Dollars ($100.00), cash-in-hand, the receipt of which is acknowledged, which amount constitutes independent consideration, separate and apart from the Purchase Price and is non-refundable under any circumstances, and shall be retained by Seller notwithstanding any other provisions of this Agreement in consideration of the rights and options granted by Seller under this Agreement. (g) At any time on or prior to 5:00 pm Central Time on the Due Diligence Expiration Date, Purchaser may notify Seller expressly and in writing that Purchaser has determined, for any reason or no reason, in its sole and absolute discretion that it will not complete the proposed acquisition of the Property, including and is thereby terminating this Agreement (i“Termination Notice”) a in which case the Deposit shall be returned to Purchaser and neither Seller nor Purchaser shall have any further rights and obligations hereunder other than those rights and obligations which expressly survive termination of this Agreement. If Seller does not receive the Termination Notice by 5:00 pm Central Time on the Due Diligence Expiration Date, then the Deposit shall become non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available refundable to Purchaser copies of the maintenance records and reports except as set forth in Section 3(d) or otherwise expressly set forth in this Agreement. (h) If this Agreement terminates for the Property. any reason, Purchaser shall (i) exercise reasonable care at deliver to Seller a copy of any audits, surveys, reports, studies and the results of any and all times investigations and inspections performed for Purchaser by third parties, in Purchaser’s possession, which are requested in writing by Seller within ten (10) Business Days of such request (excluding any materials that were developed by and are the sole property of Purchaser shall be present upon and materials subject to the Property, attorney-client and/or work product privilege); and (ii) at Purchaser’s expensereturn to Seller or, observe certify the destruction of, any and comply with all applicable laws and any conditions imposed materials given to Purchaser by any insurance policy then or on behalf of Seller in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere connection with the operation and maintenance Due Diligence Investigation within ten (10) Business Days after the termination of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable lawAgreement. Purchaser’s obligation pursuant to clauses (vi) and (vii) above The foregoing covenants of Purchaser shall survive any such termination of this Agreement. (bi) Purchaser understands and agrees that any on-site inspections materials given to Purchaser by or on behalf of Seller, Operator, or any other parties in connection with the Property Due Diligence Investigation are provided for illustrative purposes only, and are not warranted by Seller as to accuracy, completeness, reliability or in any other manner. (j) Seller shall occur during normal business hours after use commercially reasonable efforts to deliver to Master Tenant an unqualified estoppel certificate in substantially the requisite prior notice to Seller and shall be conducted in accordance form of Exhibit C attached hereto (the “Tenant Estoppel”), completed with information consistent with the terms hereofof the Lease. Upon Purchaser’s request, S▇▇▇▇▇ shall prepare the initial drafts of the completed Tenant Estoppel and deliver them to Purchaser for review and approval prior to delivery to the Master Tenant. Within three (3) Business Days after receipt of the draft Tenant Estoppel, Purchaser may provide comments or revisions thereto. Purchaser’s failure to provide comments to the Tenant Estoppel to Seller shall be deemed as approval of the Tenant Estoppel by Purchaser. Seller reserves shall use commercially reasonable efforts to deliver to Purchaser, on or before the right date that is ten (10) days prior to have a representative present during any such inspections and property manager interviews. If the Closing does not occurDate, then on request by an executed Tenant Estoppel from the Master Tenant, dated no earlier than sixty (60) days prior to the initially-scheduled Closing Date. Seller and payment by Seller shall deliver a copy of the executed Tenant Estoppel to Purchaser 50% as Seller receives it from Master Tenant. Without limiting the generality of Purchaser’s out-of-pocket costs reasonable approval rights, it shall be reasonable for Purchaser to disapprove the Tenant Estoppel within three (3) Business Days of Purchaser’s receipt if such Tenant Estoppel discloses any requested inspection reports, Purchaser will furnish defaults with respect to the Lease or any material obligation of Seller any draft or right of final reports received the Master Tenant with respect to the Real Property not identified in the form of Tenant Estoppel approved by Purchaser and requested by Seller relating for delivery to any inspections of the Propertysuch Master Tenant. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

Due Diligence Period. Buyer will, at ▇▇▇▇▇’s expense and within days from Effective Date (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due 127 Diligence Period”), Purchaser shall have determine whether the rightProperty is suitable, upon a minimum in ▇▇▇▇▇’s sole and absolute discretion. During the 128 term of one Business Daythis Contract, Buyer may conduct any tests, analyses, surveys and investigations (“Inspections”) which 129 Buyer deems necessary to determine to ▇▇▇▇▇’s prior telephonic or satisfaction the Property’s engineering, architectural, 130 environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision 131 regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, 132 state and regional growth management and comprehensive land use plans; availability of permits, government 133 approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground 134 water contamination; and other inspections that Buyer deems appropriate. Buyer will deliver written notice to Seller, 135 Seller prior to make a physical inspection the expiration of the Property, including (i) a non-invasive inspection Due Diligence Period of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on Buyer’s determination of whether or not the Property as Purchaser deems appropriate in its sole discretion and (ii) 136 is acceptable. ▇▇▇▇▇’s failure to comply with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition this notice requirement will constitute acceptance of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater)in 137 its present “as is” condition. Prior Seller grants to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of PurchaserBuyer, its contractorsagents, agents contractors and representatives on assigns, the Property, which insurance shall name Seller and right to enter the Company as additional insureds thereunder and Purchaser shall bear 138 Property at any time during the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions term of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports Contract for the Property. Purchaser shall (i) exercise purpose of conducting Inspections, upon reasonable care 139 notice, at all times a mutually agreed upon time; provided, however, that Purchaser shall be present upon the PropertyBuyer, (ii) at Purchaser’s expenseits agents, observe contractors and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to assigns enter 140 the Property and made known conduct Inspections at their own risk. ▇▇▇▇▇ will indemnify and hold Seller harmless from 141 losses, damages, costs, claims and expenses of any nature, including attorneys’ fees at all levels, and from 142 liability to Purchaserany person, (iii) arising from the conduct of any and all inspections or any work authorized by ▇▇▇▇▇. Buyer 143 will not engage in any activities which would violate activity that could result in a mechanic’s lien being filed against the provisions of any permit or license pertaining Property without 144 Seller’s prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the 145 Property resulting from the Inspections and made known return the Property to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use condition it was in prior to conduct of the Property pursuant 146 Inspections, and (2) Buyer will, at ▇▇▇▇▇’s expense release to their respective Leases, (v) not unreasonably interfere with the operation Seller all reports and maintenance other work generated as a 147 result of the Property, (vi) repair any damage to Inspections. Should Buyer deliver timely notice that the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) is not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and acceptable, ▇▇▇▇▇▇ agrees that any on-site inspections of 148 ▇▇▇▇▇’s deposit will be immediately returned to Buyer and the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereofContract terminated. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. 149 (c) Purchaser agrees Walk-through Inspection: Buyer may, on the day prior to protectclosing or any other time mutually agreeable to the 150 parties, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the conduct a final “walk-through” inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs to determine compliance with this paragraph and expenses, damages or injuries arising out of, and then only 151 to ensure that all Property is on the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreementpremises.

Due Diligence Period. (a) During Subject to the period terms and conditions set forth in Section 2.3 (the “Due Diligence Period”c) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19below, 2014 (the “Expiration of during the Due Diligence Period”), Purchaser and Purchaser's designated agents or representatives (collectively, “Purchaser’s Representatives”) shall have the right, right to enter upon a minimum of one Business Day’s the Real Property upon not less than 48 hours prior telephonic or written notice to Sellerperform, to make a physical inspection of the Propertyat Purchaser's expense, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering economic, engineering, surveying, topographical, marketing, zoning and other tests, studies and tests on the Property investigations as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consentmay deem appropriate; provided, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise)however, Purchaser must deliver a certificate may not conduct any invasive environmental studies of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives kind on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and . Purchaser shall bear use, and shall cause Purchaser’s Agents to use, commercially reasonable efforts to not cause any interruption to the cost of all such inspections Hotel operations or teststhe guests thereof. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding After the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions execution of the Property. Subject Agreement, but no later than 10 days following the Effective Date, and to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s possession or the Company’s possessioncontrol, Seller shall make available to Purchaser provide for review and inspection copies of the maintenance records last PIP report issued to Seller, franchise documents, including but not limited to, any and reports all notices, applications, authorizations, consents, approvals and other documents that may be necessary for Purchaser to commence the Franchise approval process, all existing engineering reports, environmental reports, title policies, surveys, service contracts, construction related documentation, operating information including, without limitation, all non-privileged documentation relating to any pending construction, claims or litigation, detailed profit and loss statements for each of the past three full years and monthly for the Propertylast twelve full months (including occupied room counts for each period), current list of all employees indicating position, full/part time status, benefits eligibility, union membership status, and salary/hourly rate, list of property tax bills for the past three years and any bills or assessment notices received for 2019, a schedule of all Advanced Bookings, all Employment Agreements, schedules of all Personal Property and Inventory, all Occupancy Agreements, all Operating Agreements and Personal Property Leases, as well as all licenses, permits and all other documents in relation to the Property and the employees employed at the Property and any other materials reasonably requested by Purchaser, if any, either in Seller’s possession or prepared on Seller’s behalf (collectively, the “Due Diligence Material”). All of the Due Diligence Material is confidential to Seller and shall be held confidential by Purchaser. Purchaser shall not disclose or provide any Due Diligence Material to any third party other than Purchaser’s advisors such as attorneys, accountants and engineers, and where necessary for the Franchise approval process, who shall be advised of the confidential nature of the Due Diligence Material and who shall treat the Due Diligence Material as confidential. (ib) exercise reasonable care at all times If Purchaser elects not to proceed with this transaction in its sole and absolute discretion, Purchaser shall notify Seller and Escrow Agent, in writing prior to the expiration of the Due Diligence Period, that Purchaser has elected to terminate this Agreement and thereupon the ▇▇▇▇▇▇▇ Money shall be present upon the Propertyrepaid to Purchaser and this Agreement shall automatically terminate and Purchaser shall, (ii) at Purchaser’s expense, observe and comply with return all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant Due Diligence Materials to their respective Leases, (v) not unreasonably interfere with the operation Seller. Seller and maintenance of the Property, (vi) repair any damage to the Property resulting directly Purchaser shall be released from all liability or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information obligation hereunder except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall for those obligations which expressly survive any a termination of this Agreement. If Purchaser does not so notify Seller and Escrow Agent of its determination to terminate this Agreement prior to the expiration of the Due Diligence Period, then this Agreement shall continue in full force and effect, and subject to Purchaser’s termination rights set forth herein, Purchaser shall have no further option to terminate this Agreement and all of the ▇▇▇▇▇▇▇ Money shall thereafter be non-refundable. (bc) Seller agrees to allow Purchaser understands and agrees that any on-site inspections or Purchaser's agents or representatives reasonable access to the Real Property, upon not less than 48 hours’ prior written notice, during the Due Diligence Period for purposes of inspection of the Property shall occur during normal business hours after the requisite prior notice Property. Purchaser’s inspections will be undertaken in such a manner to Seller and shall be conducted in accordance minimize any interference with the terms hereofbusiness of Seller. Purchaser shall not communicate with any of Seller’s or the Hotel’s employees without the consent of Seller, and Seller shall have the right to have a representative present at all such meetings. Seller will make the General Manager available to answer any questions Purchaser may have. Purchaser shall not conduct or allow any testing of, on or under the Property without first providing Seller with notice as to the timing and scope of work to be performed and obtaining Seller’s prior written consent thereto. Seller’s consent to such testing shall not be unreasonably withheld, delayed or conditioned and Seller reserves the right to have a representative present during present. Purchaser agrees that, in making any such inspections of, or conducting any testing of, on or under the Property, Purchaser or Purchaser's agents or contractors will carry not less than $1,000,000 comprehensive general liability insurance and, prior to any testing, will provide Seller with certificates or other written evidence of same, and property manager interviews. If which insurance shall name Seller as “additional insured and loss payee”; (ii) will exercise commercially reasonable efforts not to interfere with the Closing does activity of Hotel guests or any persons occupying or providing services at the Property; (iii) will not occur, then on request reveal to any third party not approved by Seller in advance, the results of its inspections or tests and payment other than to investors, partners, lenders, consultants, attorneys and others with a need to know in connection with the consummation of this transaction; and (iv) will restore promptly to substantially the condition existing immediately prior to the inspection any physical damage caused by the inspection. Purchaser agrees to provide Seller with a copy of all inspection and test reports if Purchaser exercises its right to terminate the Agreement at no cost to Seller provided Purchaser 50% receives a written request from Seller within ten (10) days of Purchaser’s out-of-pocket costs for termination of this Agreement Inspection and test reports shall include all written materials, test results, memorandum or summaries thereof. Purchaser agrees (which agreement shall survive Closing or termination of this Agreement) to indemnify, defend, and hold Seller harmless from any requested inspection reportsloss, Purchaser will furnish to Seller any draft injury, damage, claim, lien, cost or expense, including reasonable attorneys' fees and costs, arising out of final reports received a breach of the foregoing agreements by Purchaser in connection with the inspection and requested by Seller relating to any inspections testing of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting otherwise from the inspection of the Property exercise by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection representatives of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to right of access under this Section 2.3(c) shall survive the Closing or any termination of this Agreement2.3.

Due Diligence Period. From the Effective Date and ending on the day which is sixty (a60) During the period days thereafter (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser Buyer shall have the rightright to review the materials set forth in Section 5 and Section 6 below and the Assets, upon a minimum of one Business Day’s prior telephonic or written notice and satisfy itself that certain matters are satisfactory to SellerBuyer, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole absolute discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser Buyer and its contractors, agents and representatives have (including any architects, engineers and consultants) shall be entitled to enter onto the Real Property at reasonable times and in place comprehensive general liability insurance a reasonable manner to perform inspections and conduct tests of the Assets, and conduct tests of all structural and mechanical systems within the improvements (with policy limits including, but not limited to walk-in coolers, water heaters, HVAC system(s), and all point of at least $1,000,000 per occurrence sale and $2,000,000 aggregatecomputer hardware and software equipment) (collectively, the “Equipment”) and for workers’ compensation insurance to conduct such soil, geological, engineering, environmental (with policy limits not less than statutory requirements) for including ground water), hazardous or toxic materials, noise, pollution, seismic or other tests, studies or investigations as Buyer reasonably deems appropriate. In addition, Buyer and its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensedentitled to enter onto the Real Property at reasonable times and in a reasonable manner to interview S▇▇▇▇▇’s management personnel. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser Buyer agrees to protect, indemnify, defend and hold harmless Seller from all loss, cost and the Company harmless from and against any claim for liabilities, losses, costs, expenses expense (including reasonable attorneys’ fees)) incurred, damages suffered by, or injuries arising out claimed against Seller by reason of any damage to the Real Property, or resulting from injury to persons caused by Buyer and/or its agents, employees or contractors in conducting its due diligence as described in this Section 3(A) provided however, the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only foregoing indemnity shall not apply to the extent of, any such claims arise from (i) Seller’s the acts or the Company’s negligence omissions of Seller or willful misconduct its officers, directors, contractors, employees or agents, (ii) any the mere discovery or exposure of a pre-existing condition discovered with respect to the Property, or revealed (iii) the effect of any governmental action which results from any tests, studies or reports obtained by Buyer. The indemnity contained in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c3(A) shall survive the Closing or any termination of this Agreement and/or the Closing. In the event Buyer (for any reason or no reason) disapproves the Assets, Buyer may terminate its obligation to purchase the Assets by delivering written notice of its disapproval of the Assets to Seller at any time prior to the expiration of the Due Diligence Period (“Termination Notice”), in which case (a) the Deposit shall be immediately refunded to Buyer by Escrow Holder, less the Independent Consideration and any amounts due to Escrow Holder from Buyer pursuant to this Agreement (without the need for any further instructions from Seller or Buyer), and (b) Buyer’s obligation to purchase, and Seller’s obligation to sell, the Assets shall terminate, and neither party shall have any further obligation to the other, except as otherwise provided in this Agreement. In the event that Buyer elects in its sole and absolute discretion to approve all matters relating to the Assets, then B▇▇▇▇ shall deliver written notice of its approval of the Assets to Seller and Escrow Holder prior to the expiration of the Due Diligence Period (“Approval Notice”). If Buyer fails to deliver a Termination Notice or an Approval Notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Notice. The provisions of this Section 3(A) shall survive the termination of this Agreement and/or the Closing.

Due Diligence Period. (a) During the i. Purchaser shall have a period (the “Due Diligence Period”) beginning on ), commencing upon the Effective Date and ending extending through and expiring at 5:00 p.m. Eastern time (Mountain Time) on November 19May 17, 2014 2019 (the “Expiration "Due Diligence Deadline"), in which to review all aspects of the Project, and to determine in its sole and absolute discretion if the Project is satisfactory. If Purchaser shall conclude that the Project is not satisfactory, then Purchaser shall have the right to terminate this Agreement upon written notice to Seller delivered prior to the expiration of the Due Diligence Period”), in which event the ▇▇▇▇▇▇▇ Money shall be promptly returned to Purchaser, Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic pay any cancellation fees or written notice to Seller, to make a physical inspection charges of the Property, including Escrow Agent and the parties shall have no further obligations or liability hereunder (i) a non-invasive inspection except as may be expressly provided herein upon termination). In the event Purchaser does not so notify Seller of its election to terminate this Agreement prior to expiration of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoingDue Diligence Period, Purchaser shall give no fewer than two Business Days’ notice be deemed to Seller prior have automatically waived its right to inspecting any Tenant occupied portions of the Property. Subject terminate this Agreement pursuant to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request6(B)(i), and the parties shall proceed to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted closing in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviewsset forth herein. ii. If during the Closing does not occur, then on request Due Diligence Period any representations and warranties made by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs contained in Section 3 hereof are, or have become, not true and correct in any material respect (for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages reasons other than breach or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out fault of, and then only to beyond the extent control of, Seller), Seller shall promptly notify Purchaser in writing, and Seller shall not be in breach of this Agreement with respect thereto, and Purchaser’s sole and exclusive remedy (Purchaser hereby waiving all other remedies it may have, whether at law, in equity or otherwise) with respect thereto shall be (i) Seller’s or to waive same and consummate the Company’s negligence or willful misconduct transaction contemplated in this Agreement, or (ii) to terminate this Agreement by furnishing written notice thereof to the Seller on or prior to the last day of the Due Diligence Period, in which event this Agreement shall terminate, neither party shall have any pre-existing condition discovered further rights or revealed obligations under this Agreement (except for those provisions which expressly survive termination of the Agreement), and the ▇▇▇▇▇▇▇ Money shall be returned to the Purchaser in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify manner described in and hold harmless Seller and the Company pursuant to in accordance with this Section 2.3(c) shall survive the Closing or any termination of this Agreement6(B).

Due Diligence Period. (a) During the period (the “Due Diligence Period”, Buyer may enter the Real Property to conduct inspections of the Real Property and Improvements and review and analyze all materials, surveys, maps, reports, and other matters and information provided by Seller under this Contract. Buyer must notify Seller of Buyer's intention to enter the Real Property and Improvements at least 2 business days prior to each intended entry (which notice may be provided via email). No invasive testing or inspections may be performed without prior written approval of Seller, which approval may be withheld or given in Seller's sole and absolute discretion. Invasive testing shall include, without limitation, any so-called Phase 2 environmental site assessment. Seller may, at its option, have a representative present for each inspection or test. Buyer may not enter any Improvements except in accordance with the Leases and applicable law and only with prior notice to Seller specifying such intended entry. (b) beginning Buyer may, in its sole discretion, elect to terminate this Contract for any or no reason by giving notice of termination to Seller at any time on or before April 20, 2017 (the period from the Effective Date through such later date being the Due Diligence Period). If no notice of termination is timely received by Seller, then this Contract remains in full force and ending at 5:00 p.m. Eastern time on November 19effect and Buyer's right to terminate this Contract under this Section 3.2 is waived. Upon a timely termination under this Section 3.2: (i) the parties have no further rights, 2014 liabilities, or obligations under this Contract (other than those that expressly survive termination); and (ii) Closing Agent shall deliver the E▇▇▇▇▇▇ Money as follows: (A) $350,000 of the E▇▇▇▇▇▇ Money (the “Expiration Released Funds) shall be delivered to Seller and Seller shall be irrevocably and unconditionally entitled to same; and (B) the remainder of the E▇▇▇▇▇▇ Money shall be returned to Buyer. The foregoing division of the E▇▇▇▇▇▇ Money upon a termination under this Section is not intended to limit or affect a parties’ express rights to the E▇▇▇▇▇▇ Money under other Sections of this Contract or the application of the E▇▇▇▇▇▇ Money to the Purchase Price at Closing. After the expiration of the Due Diligence Period”), Purchaser shall have Buyer is deemed to waive any defaults of Seller that arose prior to or during the right, upon a minimum Due Diligence Period of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection which Buyer has actual knowledge as of the Property, including (i) a non-invasive inspection expiration of the environmental condition thereof Due Diligence Period, and any deficiencies in Seller’s representations and warranties of which Buyer has actual knowledge at such non-invasive physical engineering time. (c) Buyer agrees that Buyer and other studies and tests all of its agents entering on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive shall carry commercial general liability insurance (with policy limits of at least no less than $1,000,000 per occurrence 2,000,000.00 in the aggregate and $2,000,000 aggregate) 1,000,000.00 per occurrence, insuring all activity and conduct of Buyer and such agents while exercising the right of access provided for workers’ compensation in this Section. Such insurance (with policy limits not less than statutory requirements) for its activities shall be written on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaseran occurrence basis, its contractorsshall include a contractual liability endorsement that insures Buyer’s indemnity obligations hereunder, agents and representatives on the Property, which insurance shall name Seller and the Company Seller’s property manager as additional insureds thereunder insureds. Buyer hereby represents and Purchaser warrants that it carries the insurance required under this paragraph. Prior to Buyer or any agent entering the Property, and upon request of Seller, Buyer will provide Seller with written evidence of the insurance required under this paragraph. (d) Buyer shall bear perform, and shall cause its agents, employees, and contractors to perform, all inspections and reviews of the cost of all such inspections Property so as not to cause any damage, loss, cost, or tests. All third-party professional inspection companies expense to, or individuals shall be duly licensed. Notwithstanding the foregoingclaims against, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of or the Property. Subject to the provisions of this Section 2.3Buyer shall, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s its expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) promptly repair any damage to the Property resulting directly caused by or indirectly from Purchaser’s attributable to Buyer's inspections, testing or other activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement Section 3.2 to the condition existing immediately prior to the inspection or required by applicable lawtesting. Purchaser’s obligation pursuant to clauses (vi) and (vii) above Buyer shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend defend, and hold Seller harmless Seller, and the Company harmless its owners, principals, officers, affiliates, agents and employees, from and against any claim for liabilitiesand all damages, losses, costs, liabilities, claims and expenses (including including, without limitation, reasonable attorneys’ fees), damages or injuries legal fees and court costs) arising out of or resulting from the inspection entry onto the Property by Buyer or any of its affiliates, agents, employees, contractors, or consultants or any of the inspections, tests or other activities of such parties under this Section 3.2. Additionally, Buyer shall, at its expense, cause any lien filed against the Real Property arising by, through, or under Buyer or otherwise attributable to such inspections, testing, and review of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection be released of record within 20 days after receipt of notice of the Property by Purchaser or its agents or consultantsfiling of any lien. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to The terms of this Section 2.3(c3.2(d) shall survive the Closing or any termination of this AgreementContract, and notwithstanding anything to the contrary, Seller may enforce specific performance of Buyer’s obligations under this Section 3.2(d) and pursue any other remedy at law or in equity in connection with same. (e) Buyer shall, on or before the expiration of the Due Diligence Period, provide written notice to Seller stipulating which Service Contracts Buyer elects to assume (Assigned Contracts) and which Service Contracts Buyer elects not to assume (the Rejected Contracts). Seller shall deliver a notice to terminate the Rejected Contracts on or prior to the date of Closing. Notwithstanding anything to the contrary herein, the contracts with Grande Communications Networks LLC and AT&T Services, Inc., regardless of any notice from Buyer to the contrary, are deemed Assigned Contracts hereunder and will be assumed by Buyer at Closing accordingly. If Buyer does not timely make an election with respect to any one or more of the Service Contracts, it shall be deemed to have elected to assume each of those Service Contract(s). At Closing, all of the Assigned Contracts shall be assigned to Buyer pursuant and subject to the terms of the Assignment of Leases defined below.

Due Diligence Period. Buyer will, at Buyer's expense and within ___ days from Effective Date (a) During the period (the “"Due Diligence Period”) beginning on "), determine whether the Effective Date Property is suitable, in Buyer's sole and ending at 5:00 p.m. Eastern time on November 19absolute discretion, 2014 (for Buyer's intended use and development of the “Expiration of Property as specified in Paragraph 4. During the Due Diligence Period”), Purchaser shall have the rightBuyer may conduct any tests, upon a minimum of one Business Day’s prior telephonic or written notice analyses, surveys and investigations ("Inspections") which Buyer deems necessary to Seller, determine to make a physical inspection of Buyer's satisfaction the Property's engineering, including (i) a non-invasive inspection architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of the environmental condition thereof and such non-invasive physical engineering access to public roads, water, and other studies utilities; consistency with local, state and tests on the Property as Purchaser regional growth management and comprehensive land use plans, availability of permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and groundwater contamination; and other inspections that Buyer deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of to determine the environmental condition suitability of the Property for Buyer's intended use and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater)development. Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must Buyer shall deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ written notice to Seller prior to inspecting any Tenant occupied portions the expiration of the PropertyDue Diligence Period of Buyer's determination of whether or not the Property is acceptable. Subject Buyer's failure to the provisions of comply with this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller requirement shall make available to Purchaser copies constitute acceptance of the maintenance records Property in its present "as is" condition. Seller grants to Buyer, its agents, contractors and reports assigns, the right to enter the Property at any time during the Due Diligence Period for the Property. Purchaser shall (i) exercise reasonable care at all times purpose of conducting inspections; provided, however, that Purchaser shall be present upon the PropertyBuyer, (ii) at Purchaser’s expenseits agents, observe contractors and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to assigns enter the Property and made known conduct inspections at their own risk. Buyer shall indemnify and hold Seller harmless from losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from liability to Purchaserany person, (iii) arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer will not engage in any activities which would violate the provisions of any permit or license pertaining to activity that could result in a mechanic's lien being filed against the Property and made known to Purchaserwithout Seller's prior written consent. In the event this transaction does not close, (iv1) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) Buyer shall repair any damage all damages to the Property resulting directly or indirectly from Purchaser’s activities at the Inspections and return the Property to the condition it was in prior to conducting the Inspections, and (vii2) Buyer shall, at Buyer's expense, release to Seller all reports and other work generated as a result of the Inspections. Should Buyer deliver timely notice that the Property is not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and acceptable, Seller agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and Buyer's deposit shall be conducted in accordance with the terms hereof. Seller reserves the right immediately returned to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller Buyer and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this AgreementContract terminated.