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.

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 Xxxxxx X. Xxxx (“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 AgreementAgreement or the Closing.

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 authorized agents and consultants. Buyer shall indemnify, protect, defend and hold Seller and its agents, employees and representatives harmless from and against any and all loss, cost, claim, liability, damage or expense (viiincluding, without limitation, attorneys' fees and expenses) not disclose any confidential information except as permitted under arising out of physical damages or injuries to persons or property caused by Buyer's inspections, investigations, audits, tests or visits to the Property. Buyer's restoration and indemnification obligations set forth in this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above Section shall survive any the Closing or 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 Earnxxx Xxxey 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. (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 Buyer may contact and file permit applications with any governmental authorities required to obtain the permits and approvals described in Section 7.8(a) hereof. Seller shall give no fewer than two Business Dayscooperate with Buyer’s due diligence during normal business hours so long as Buyer gives at least twenty-four (24) hours’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject Seller, conducts such due diligence during normal business hours and is not disruptive to the provisions operation of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager Seller’s business 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.

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 acceptable, Seller agrees that Buyer's deposit will be immediately returned to clauses (vi) Buyer and (vii) above shall survive any termination of this Agreementthe Contract terminated.

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 conditions hereof. Unless Purchaser timely terminates this Agreement as provided in this Section 6.1, or pursuant to Article 4 hereof, the Deposit shall, except as otherwise specifically set forth in this Agreement, be non-refundable, and tests on shall be applied as provided in 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 Deposit shall be refunded to Purchaser. Purchaser hereby indemnifies, holds harmless, and agrees to defend Seller from and against any loss, cost, or expense (including, without limitation, attorney fees) resulting from any entry by Purchaser, or any employee, agent, principal of, or independent contractor of, Purchaser, upon 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 any tests or evaluations conducted by Purchaser during the presence of PurchaserDue Diligence Period, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company or any lien asserted by any third party as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or testsa result thereof. 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 This provision of the Property. Subject to the provisions immediately preceding sentence of this Section 2.3, Purchaser upon prior notice to Seller may meet with 6.1 shall survive 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 termination 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 Agreementthe Closing.

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 AgreementAgreement and shall be an exception to the limitations on liquidated damages provided in Section 3.01 hereof.

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 (24) hours prior written notice to Seller by contacting Xxxxxxx Xxxxxxxx at xxxx@xxxxxxxxxxxxxx.xxx for such purpose, (vi) repair 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 a representative of Seller 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 or Manager without the prior consent of Seller. 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 studies made by Purchaser or any of Purchaser's 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 Purchaser’s activities at 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 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 (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 entry upon any Property, Purchaser (or Purchaser's Representative) will deliver a certificate issued by the insurance carrier of each such policy to Seller, such insurance to name Seller as permitted under an additional insured. The provisions of this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall Section 5.15.1 will survive any termination of this AgreementAgreement or the Closing.

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 “Xxxxxxxx Due Diligence Period”) to Seller may meet perform environmental examinations and review the Xxxxxxxx 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 physical condition of the Improvements on the Gloucester Parcel, examine the Gloucester Parcel for the presence of Hazardous Materials, and to otherwise conduct such due diligence review of the Gloucester Parcel and all of the items to be furnished by Seller to Buyer regarding the same pursuant to their respective LeasesSection 3.3 below, (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 all records and (vii) not disclose any confidential information except other materials related thereto 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 AgreementBuyer deems appropriate.

Due Diligence Period. (a) During the period (the “Due Diligence Period”) beginning on the Effective Date Prior to Closing, Buyer and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser its agents and representatives shall have the right, upon a minimum of one Business Day’s twenty-four (24) hours prior telephonic or written notice to SellerSeller (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 make a physical inspection of the Property, including (i) perform 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 consenteach Property, which Seller may withhold in its sole discretion, further inspections include an Environmental Site Assessment and an engineer's inspection of the environmental condition improvements. Any invasive inspection at the Properties shall require Seller's prior written consent. All inspections by Buyer of the Property Properties shall be during normal business hours and further physical engineering and other studies and tests on shall not unreasonably impede the Property that are invasive or could alter the physical condition normal day-to-day operation of the Property (including examination of materials, soil samples, Properties and groundwater). Prior provided further that Seller shall be entitled to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to accompany the applicable Seller evidencing that Purchaser Buyer 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 licensedinspection. Notwithstanding the foregoing, Purchaser Buyer shall give no fewer 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 two Business Days’ notice $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 prior to inspecting located at the Properties and Seller's offices, including without limitation any Tenant occupied portions of the Propertydevelopment, construction and repair records, Lease records, operating records, and tax assessment information. Subject to Without limiting the provisions of this Section 2.36.1, Purchaser Buyer shall have the right, without Seller's consent, upon prior notice to Seller (which notice may meet with be given by electronic mail to the current property manager addresses set forth in Section 12.7 or given verbally by telephone to the Property Manager at the Propertytelephone number set forth in Section 12.7) to contact Governmental Authorities regarding the Properties and matters related thereto. At Purchaser’s requestBuyer agrees to use reasonable efforts to permit a representative of Seller to be present on any contact made with any Governmental Authority, and to the extent in Seller’s or the Company’s possessionif Seller so desires, provided that Seller shall make available to Purchaser copies of the maintenance records not cause any delay in Buyer's due diligence activities. Buyer's rights under this Section 6.1(a) shall continue in force and reports for the Property. Purchaser shall (i) exercise reasonable care effect at all times that Purchaser shall be present upon from 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 date 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 through the Second Final Closing or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any earlier termination of this AgreementAgreement irrespective of the expiration of the Due Diligence Period.

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 Purchaserthe condition it was in prior to conduct of the 146 Inspections, and (iv2) Buyer will, at Buyer's expense release to Seller all reports and other work generated as a 147 result of the Inspections. Should Buyer deliver timely notice that the Property is not unreasonably disturb acceptable, Seller agrees that 148 Buyer's deposit will be immediately returned to Buyer and the Tenants Contract terminated. 149 (c) Walk-through Inspection: Buyer may, on the day prior to closing or unreasonably interfere with their use any other time mutually agreeable to the 150 parties, conduct a final "walk-through" inspection of the Property pursuant to their respective Leases, (v) not unreasonably interfere determine compliance with this paragraph and 151 to ensure that all Property is on 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 Agreementpremises.

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 xxxxxxx 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.

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 Pxxx Xxxxxxxxx (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 Due Diligence Coordination Notice. Seller shall cooperate with Buyer’s due diligence during normal business hours so long as Buyer conducts such due diligence during normal business hours and is not disruptive to the operation of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager Seller’s business 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.

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 Xxxxxx X. Xxxx (“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, (b) accommodating the receipt of conditional approval by the Existing Lender of the sale of the Property to Purchaser, the lease by Purchaser of the Property to its operating lessee, and the assumption of the Existing Loan by Purchaser on terms (including Existing Loan assumption fees and charges) and conditions acceptable to Purchaser in its sole and absolute discretion (the “Conditional Loan Assumption Approval”); and (c) the completion of the audits required by Purchaser as a public company. Furthermore, if by the end of the Extended Due Diligence Period, the Conditional Loan Assumption Approval has not been obtained from the Existing Lender, prior to the expiration of the Extended Due Diligence Period, Purchaser may, at its sole election, extend the Due Diligence Period until the latest of the following (a) thirty (30) days after expiration of the Extended Due Diligence Period, (b) the date of the closings of the purchases and sales under the Affiliate Agreements (other than any Affiliate Agreements terminated prior to the closing thereunder), or (c) the date of termination of all the Affiliate Agreements without closing (the latest thereof, the “Second Extended Due Diligence Period”) to allow additional time to obtain the Conditional Loan Assumption Approval. In such case, Due Diligence Period shall mean the period commencing on the Effective Date and ending expiring at 5:00 p.m. Eastern time end of the Second Extended Due Diligence Period, except that the due diligence period under the Affiliate Agreements shall not be extended by the Second Extended Due Diligence Period. For clarification purposes only, Purchaser agrees that it shall have completed its physical, financial and 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 (except for any remaining audit work or work on obtaining Hilton approval and the “Expiration of Conditional Loan Assumption 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 AgreementAgreement or the Closing.

Due Diligence Period. 20.1 Purchaser will have a period of thirty (a30) 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 (as described in the Leases), the Leases and made known matters relating thereto; (ii) to Purchaserinspect Seller's work (as described in the Leases), 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 pursuant ). Purchaser shall restore the Premises to clauses (vi) substantially and (vii) above shall survive any termination of this Agreementmaterially its condition existing immediately prior to Purchaser's inspection, testing, investigation and survey thereof.

Due Diligence Period. (a) During Purchaser shall have a period, commencing on the period Effective Date through 11:59 p.m., local Jacksonville, Florida time on November 30, 2020 (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 reasonably 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”), provided such Inspections are permitted under the Company’s Real Property purchase agreements and otherwise subject to the terms and conditions set forth herein. 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; provided, however, in no event shall Purchaser be permitted to perform any invasive testing including, without limitation, a Phase 2 environmental site assessment, without Seller’s prior written consent in each instance which may be granted or withheld in Seller’s sole and absolute discretion. Notwithstanding anything to the contrary herein, Seller and Purchaser acknowledge that as of the Effective Date, not all of the Exhibits and Schedules have been attached or otherwise completed, provided, however, Seller agrees to populate and complete, as applicable, all exhibits and schedules to this Agreement no later than fourteen (14) days prior to the expiration of the Due Diligence Period”). In the event the exhibits or schedules are not populated and/or complete by such time, Seller and Purchaser agree that the Due Diligence Period shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection be extended without any further action of the Propertyparties each day until such time as the exhibits and schedules are complete, including (i) a non-invasive inspection with such evidence 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 satisfaction of this Section 2.3, Purchaser upon prior notice 3.03(s) set forth in the amendment 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) attaching such complete exhibits and (vii) above shall survive any termination of this Agreementschedules.

Due Diligence Period. Inland shall have until 5 p.m. (aprevailing New York City, New York time) 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 last day of the Due Diligence Period”), Purchaser shall have Period to inspect the right, upon a minimum of one Business Day’s prior telephonic or written notice to SellerProperty, to make a physical inspection conduct and prepare studies, tests and surveys and to investigate and review any and all matters relating to the Property which Inland shall reasonably deem appropriate, including, without limitation, zoning matters, environmental matters, the Plans, the Property Contracts, the Permits, the Leases, the Records, the Title Commitment and the condition of the Property. In connection with Inland’s review of the Property, Columbia, shall deliver to Inland within five (5) business days after the signing of this Agreement copies of the documents described on the Due Diligence Checklist attached hereto as Exhibit “C” and made a part hereof, including copies (if any) 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 (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 Propertymost recent tax bills, (ii) at Purchaser’s expensethe most recent title report and survey of the Property as are available, observe and comply with all applicable laws (iii) each of the Leases and any conditions imposed by any insurance policy then in effect with respect amendments thereto, (iv) all Property Contracts, (v) all Plans, (vi) all Permits, (vii) all Records, (viii) all Warranties, (ix) all environmental reports and studies relating to the Property and made known (x) all unrecorded developer’s agreements. All of the foregoing tests, investigations and studies shall be conducted by Inland or its agents at Inland’s sole risk, cost and expense. Prior to Purchaserany such entry unto the Property, Inland shall afford Columbia not less that one (iii1) not engage business day’s advance written notice of such inspection. Inland covenants and agrees that none of its tests, investigations or studies shall materially interfere with or disrupt in any activities which would violate manner whatsoever (hereinafter referred to collectively as “Interference”) (x) the provisions operation of any Property or any part thereof by any Columbia or any tenant under any Lease or (y) the conduct of business by any Columbia or any tenant under any Lease. Prior to entry on any Property by Inland, Inland shall deliver to Columbia certificates of insurance (prepared on an insurance certificate form known as an “Accord 27”) from an insurance company or companies reasonably satisfactory to Columbia, naming Columbia and any other party requested by Columbia as additional insureds which certificates shall evidence policies of insurance insuring against claims for bodily injury, death and property damage with confirmed single limit amounts of $1,000,000.00 and aggregate amounts of $2,000,000.00. So long as no Interference results therefrom, Columbia will provide Inland and its agents with access to all structures located on the respective Property to permit or license pertaining Inland to fully conduct its due diligence activities. Inland shall repair and restore any damage caused to the Property as a result of entry by Inland or its agents or representatives. Inland shall defend, indemnify and made known hold Columbia harmless from and against any and all damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) suffered or incurred by Columbia or any tenant under any Leases with respect to Purchaserall claims for personal injury, (iv) not unreasonably disturb the Tenants death or unreasonably interfere for loss or damage to property in connection with their use of Inland’s or its agents’, representatives’, contractors’ or subcontractors’ entry onto the Property pursuant to their respective Leasesand/or performance of such studies, (v) not unreasonably interfere with the operation tests and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchasersurveys. Inland’s activities at the Property and (vii) not disclose any confidential information except as permitted indemnification obligations under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above Section 2.3 shall survive any the Closing or termination of this Agreement.

Due Diligence Period. (a) During Subject to the period (the “Due Diligence Period”) beginning on the Effective Date provisions of Section 2.4 and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of prior to the Due Diligence Period”)Termination Date, Purchaser shall have the rightbe entitled to conduct such feasibility studies, upon a minimum of one Business Day’s prior telephonic or written notice to Sellerdue diligence activities, to make a physical inspection testing (including invasive testing within walls and pipes), inspections, investigations, tests and examinations of the Property, including (i) a non-invasive inspection the Leases and Contracts, as it deems necessary or appropriate and to examine and investigate to its full satisfaction all other facts, circumstances and matters as it deems relevant to the purchase and assumption of Seller's right, title, interest and Obligations from and after the Closing Date in or relating to the Property, including the Leases, Contracts, income and operating performance of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on Property, 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 the physical condition and use 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 availability and adequacy of utilities, access, zoning, compliance with applicable laws, credit worthiness of Tenants, environmental conditions on and/or affecting the Company as additional insureds thereunder Property, and Purchaser shall bear engineering and structural matters), title, survey matters, and any other matters it deems necessary or appropriate for purposes of entering into and consummating the cost of Agreement (all such inspections studies, due diligence activities, reviews, testing, inspections, investigations, tests and examinations, whether occurring prior or testssubsequent to the date hereof, are collectively referred to herein as the "Due Diligence"). All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding Pursuant to the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller terms hereof and prior to inspecting any Tenant occupied portions entering into this Agreement, Seller has provided to Purchaser copies of the Propertydocuments listed on the attached Exhibit T, receipt of which is hereby acknowledged by Purchaser. Subject Upon or prior to the provisions of this Section 2.3Effective Date, 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 the possession of Seller or the Company’s possessionProperty Manager, Seller shall agrees to make available to Purchaser copies at the offices of Property Manager and/or the Property, for inspection, copying and review by the Purchaser Parties, at Purchaser's sole cost and expense, the documents listed on the attached Exhibit U. Each and all of the maintenance records documents listed on the attached Exhibits T and reports for U shall be deemed to be Evaluation Materials and treated in accordance with the Propertyterms hereof. To the extent any document or information listed on Exhibit U is not already in existence in the possession of or maintained or prepared by or on behalf of Seller, Seller shall have no obligation to cause such documents or information to be obtained, prepared and/or maintained and provided to Purchaser. If Purchaser is satisfied with the results of its Due Diligence, Purchaser shall give written notice to Seller of its unqualified election to proceed to Closing on or before the Due Diligence Termination Date. In the event Purchaser is not satisfied with the results of its Due Diligence for any reason or no reason whatsoever, Purchaser' sole remedy shall be to either: (a) waive such matters and elect to proceed to Closing, without offset or adjustment (unless expressly agreed to in writing by a written amendment to this Agreement fully executed by the Seller and Purchaser prior to the Due Diligence Termination Date), or (b) terminate this Agreement by giving notice of its election not to proceed to Closing or failing to give notice of its election to proceed to Closing as aforesaid. In the event Purchaser gives notice of its election not to proceed to Closing or fails to give notice of its election to proceed to Closing as aforesaid, this Agreement shall automatically terminate on the Due Diligence Termination Date without further notice or action of either party, in which event neither Seller nor Purchaser shall have any further rights or obligations hereunder or relating hereto, except pursuant to such provisions hereof as survive termination of this Agreement, and Purchaser shall be entitled to a refund of the Earnest Money in accordance with Section 3.5. Seller shall coopexxxx xx making Information, individuals and materials available, including all files (excluding: (i) exercise reasonable care at all times that Purchaser shall be present upon materials, correspondence and other documents provided to, received from, exchanged with or relating in any way to prospective purchasers, prospective purchaser lists and marketing information, valuations and appraisals, and internal analyses and communications (of whatsoever form or nature) of the Property, (ii) at Purchaser’s expense, observe Seller Parties and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect other materials relating to the Property marketing 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 possible sale of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (viiii) not disclose communications or other Information prepared by or exchanged with legal counsel (whether internal or external) of the Seller Parties (including any work product and any Information prepared in anticipation of litigation) and related 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 Agreementthe Seller Parties), in accordance with Section 2.4.

Due Diligence Period. Commencing on the Effective Date of this Agreement and terminating eighteen (a18) During months after the period Effective Date of this Agreement at 6:00 p.m. Detroit time (the “Due Diligence Period”), Purchaser, its agents, representatives, employees and contractors, shall have the right to: (i) beginning on inspect and investigate the Effective Date Real Property which may include, but shall not be limited to, site inspections, environmental site assessments and ending at 5:00 p.m. Eastern time on November 19studies, 2014 and engineering studies; (ii) confirm the availability and adequacy of utilities adequate to service Purchaser's intended use of the Real Property; and (iii) review or consider any other matter which Purchaser deems appropriate in order to determine, in its sole and absolute discretion, whether the Real Property is suitable for its purposes. During the Due Diligence Period, Purchaser shall have the right to apply for and obtain approvals from all applicable authorities for PUD Zoning, rezoning, variance, land use, utilities, roadways, site condominium, land division, environmental approvals and permits, site plan and building permit requirements and such other approvals and permits as shall be required by Purchaser to develop and improve the Real Property for Purchaser’s intended use (the “Expiration Approvals”). At Purchaser’s option, the Due Diligence Period may be extended by Purchaser for an additional twelve (12) month period of time upon written notice to Seller given at any time prior to the expiration of the original Due Diligence Period (the “Extended Due Diligence Period”). During the Due Diligence Period or Extended Due Diligence Period, Purchaser shall have may reject the rightReal Property and terminate this Purchase Agreement for any reason and shall, 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 determine the nature and extent of the environmental condition of the Property investigation 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)inspection to be conducted. Prior to performing any inspection or test (whether non-invasive or otherwise), If 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’ gives written notice to Seller prior during the Due Diligence Period or Extended Due Diligence Period that it desires to inspecting any Tenant occupied portions of terminate this Purchase Agreement, neither the Property. Subject to Seller nor 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 have 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 rights 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 obligations under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall Purchase Agreement, except for those obligations that expressly survive any the termination of this Agreement, and all deposits shall be returned to Purchaser forthwith. If the Purchaser does not elect to terminate this Agreement prior to the expiration of Due Diligence Period or Extended Due Diligence Period, the Purchaser’s right to terminate under Section 4 of this Agreement shall expire and the parties shall proceed to Closing pursuant to the terms hereof. In the event this Agreement is terminated for any reason other than Seller’s breach of this Agreement, Purchaser shall provide to Seller copies of all reports, tests, analysis, and other documentation collected in conjunction with Purchaser’s due diligence without additional charge and prior to the return of Purchaser’s xxxxxxx money deposit.

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, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect loss runs with respect to the Property Hotel for the three-year period prior to the Effective Date, and made known to any other materials reasonably requested by Purchaser, if any, either in Seller’s possession or prepared on Seller’s behalf (iiicollectively, the “Due Diligence Material”). Seller shall provide the readily available Due Diligence Material to Purchaser within five (5) not engage in any activities which would violate days from 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 Effective Date. All of the Property pursuant Due Diligence Material is confidential to their respective Leases, (v) not unreasonably interfere Seller and shall be held confidential by Purchaser. in accordance with the operation 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 maintenance 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 Property, (vi) repair any damage 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 the Property resulting directly or indirectly from information in Purchaser’s activities at the Property and (vii) not disclose any confidential possession prior to disclosure to Purchaser by or on behalf of Seller or information except as permitted under this Agreement or required which is publicly available other than due to disclosure by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.

Due Diligence Period. (ai) During Unless the Due Diligence Period is extended in accordance with Section 6(a)(iii) of this Agreement, Transferee and the Transferee Representatives shall have until 5:00 p.m. (Eastern time) on August 30, 2011 (the period (of time commencing upon the date hereof and continuing through and including such time on such date being herein called the “Due Diligence Period”) beginning on ), within which to complete its due diligence examinations of the Effective Date Interests, the Partnership and ending at 5:00 p.m. Eastern time on November 19, 2014 the Properties (the “Expiration of the Due Diligence PeriodInvestigations”), Purchaser shall have the rightincluding by obtaining, upon a minimum of one Business Dayat Transferee’s prior telephonic or written notice to Sellersole cost and expense, 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 (Phase I), property condition assessments, reports, studies and evaluations, appraisals and title inspections, as Purchaser Transferee deems appropriate in its sole discretion and (ii) with Seller’s consentreasonably necessary, 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 Investigations shall at all times be subject 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 (Transferee’s compliance 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 2.36 and Section 7 hereof. Any entry upon any Property and all Investigations shall be made or performed during the Partnership’s normal business hours and at the sole risk and expense of Transferee, Purchaser upon prior notice to Seller may meet and shall not materially interfere with the current property manager activities of the Partnership, any Property Owner, its tenants or subtenants, their employees and invitees or with the ordinary operation of the Properties. During the Due Diligence Period and Extended Due Diligence Period (if applicable), Transferor shall use commercially reasonable efforts to cause the Partnership and GP to provide Transferee, at Transferee’s sole cost and expense, with reasonable access to the Property. At Purchaser’s request, Properties and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies books and records of the maintenance records Partnership and reports each Property Owner at the offices of Property Manager, all upon reasonable advance notice, for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon sole purpose of performing 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 Investigations 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 thereto. In connection with the operation and maintenance of the Propertyforegoing, (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.Transferee shall:

Due Diligence Period. The City shall have a period of sixty (a60) During days following the period Effective Date (the “Due Diligence Period”) beginning on in which to conduct any tests, inspections, surveys, evaluations, studies or similar analyses or examinations of the Subject Property which the City, in its discretion, deems necessary to determine the suitability of the Subject Property for its intended use (the “Due Diligence Activities”). In furtherance of the intent hereof, the Owner shall, within five (5) business days following the Effective Date hereof, deliver to the City copies of all documents, reports and ending at 5:00 p.m. Eastern time on November 19, 2014 other written materials in the possession of Owner concerning the Subject Property for the City’s use in conducting the Due Diligence Activities (the “Expiration of the Due Diligence PeriodProperty Information”), Purchaser . The Property Information shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Sellerinclude, to make a physical inspection the extent the same is in the possession of the PropertyOwner, including (i) a non-invasive inspection without limitation, surveys, soils information, results 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 consentinspections, which Seller may withhold in its sole discretion, further inspections notices from governmental authorities of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive any code 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 ordinance violations relating to the applicable Seller evidencing that Purchaser property, title insurance policies, leases, notices from tenants or licensees under leases, licenses or similar agreements, easements, restrictions, reservations, property condition reports, maintenance or service agreements, 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 information concerning 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 Subject Property. Subject to the provisions The City hereby acknowledges and agrees that Owner neither grants any right 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 reliance with respect to the Property and made known to Purchaser, (iii) not engage in Information nor makes any activities which would violate the provisions of any permit representations or license pertaining warranties as to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants completeness or unreasonably interfere with their use accuracy of the Property pursuant Information. Each party acknowledges and agrees that, except for any express representations and warranties of a party contained in this Agreement, subject to their respective Leasesreasonable prior notice to Owner and scheduling of such access, (v) not unreasonably interfere with the operation Subject Property is conveyed in its “AS IS, WHERE IS” condition. The Owner grants to the City the right of access during the term of this Agreement, subject to the rights of any of Owner’s tenants, for the purpose conducting the Due Diligence Activities. The City agrees to defend the Owner from the claims of third parties relating to damage or personal injury occasioned by the City’s right of access and maintenance conduct of Due Diligence Activities and to pay for the Property, (vi) repair cost of any loss or damage to the Subject Property or to the Owner resulting directly or indirectly from Purchaser’s activities at therefrom. In the Property and (vii) not disclose any confidential information except as permitted under event that this Agreement or required is terminated by applicable laweither party as provided for herein, the Subject Property shall be returned to the Owner in substantially the same condition as it was in on the Effective Date, normal wear and tear excepted. Purchaser’s obligation pursuant to clauses (vi) and (vii) above The obligations set forth in the immediately preceding two sentences shall survive any the Closing or the termination of this AgreementAgreement for a period of one (1) year.

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 xxxxx 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 xxxxx 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 deemed to include, but is not limited to, company documents, legal and factual research, interviews or debriefing memoranda, and verbal reports, as well as information received directly from any other party relating to or arising pursuant to this Section 9 or related to any Hazardous Substance. Any information received by Buyer or Seller, or their respective attorneys or consultants, shall be conclusively presumed to be “Shared Information” disclosed pursuant to this Agreement and need not be specifically identified or 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 Propertysame 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 (ii) at Purchaser’s expenseprovided such consultants have signed a written agreement, observe agreeing to maintain the confidences in a form reasonably acceptable to Buyer and comply with all applicable laws and Seller). Should any conditions imposed Shared Information be subpoenaed by any insurance policy then in effect with respect entity or governmental authority, the party receiving the subpoena will promptly provide notice thereof to the Property other party, and made known the parties will fully cooperate if either party desires to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit contest 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 Agreementlimit such subpoena.

Due Diligence Period. 20.1 Purchaser will have a period of twenty one (a21) During the period days from Thursday, April 28, 2011 (the “Due Diligence Period”) beginning on to conduct and complete any required due diligence of the Effective Date Premises, as reasonably determined by Purchaser. Seller shall deliver to Purchaser, not later than five (5) days after the date hereof, those materials listed in Schedule E annexed hereto. During the Due Diligence Period, Purchaser shall be permitted to enter the Premises and ending inspect and evaluate the Premises, and to conduct non-invasive studies, tests and investigations thereon, as well as (i) to review the books and records of Seller with respect to the Premises, the Leases and matters relating thereto; (ii) to review the Condominium Documents, as well as the minutes of the meetings of the Board of Managers of the Condominium at 5:00 p.m. Eastern the managing agent’s offices; (iii) to contact authorized representatives of the Tenants and/or the Board of Managers of the Condominium, under the direction of Seller; (iv) to review title and a survey of the Premises; (v) to perform an engineer’s inspection of the Premises and/or a Phase I environmental site assessment, and any additional environmental inspections or testing which is recommended by Purchaser’s environmental engineer; and (vi) to conduct such other due diligence as Purchaser, in Purchaser’s sole but commercially reasonable discretion, shall determine to be necessary. At any time on November 19, 2014 (prior to the “Expiration expiration of the 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. In such instance, Purchaser shall have be entitled to a full refund of the rightDown Payment (together with any interest earned thereon), immediately upon a minimum of one Business Day’s prior telephonic or written notice to Seller, Escrow Agent (without any right for Seller to make a physical inspection object to the release of the Property, including (i) a Down Payment to Purchaser). Purchaser shall have access to the premises during the Due Diligence Period at reasonable times and upon reasonable notice and shall be allowed to conduct such reasonable and customary 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 consenttests, 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 samplessearches, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), studies 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 Agreementdeems necessary.

Due Diligence Period. Purchaser has had the opportunity to inspect the Property, obtain any necessary internal approvals to the transaction, and satisfy itself as to all matters relating to the Property, including, but not limited to, environmental, engineering, structural, financial, title and survey matters and has determined that the Property is suitable for its purposes and therefore Purchaser may not terminate this Agreement except pursuant to an express provision contained in this Agreement which permits Purchaser to elect to terminate this Agreement. Purchaser acknowledges Purchaser’s entry onto the Property and any inspection thereof, whether prior to the Effective Date or, upon Seller’s consent, on or after the Effective Date, have been and are subject to the following: (a) During any entry or inspection is and shall remain subject to the period (rights of tenants under the “Due Diligence Period”) beginning on the Effective Date Leases and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration other occupants and users of the Due Diligence Period”), Property and Purchaser shall have the right, upon a minimum of one Business Dayuse reasonable efforts to minimize interference with tenants and Seller’s prior telephonic or written notice to Seller, to make a physical inspection operation of the Property, including (ib) a nonan entry or inspection shall not be undertaken without forty-invasive inspection of the environmental condition thereof eight (48) hours’ prior notice to Seller 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 not to be unreasonably withheld, (c) Seller’s representative shall have the right to be present at any or all entries or inspections, (d) Purchaser nor its agents or representatives shall contact any tenants without the prior written consent of Seller, and Purchaser shall permit Seller may withhold to participate in any such contact, (e) no inspection shall involve the taking of samples or other physically invasive procedures without the prior written consent of Seller in its sole discretion, further inspections (f) upon the completion of any inspection or test, Purchaser shall restore the environmental Property to its condition prior to such inspection or test, (g) Purchaser shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller and its employees, tenants and agents harmless from and against any and all loss, cost, expense, liability, damage, cause of action or claim (including, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Purchaser’s exercise of its rights under this Agreement, including, without limitation, its prior or subsequent right of entry upon and inspection and testing 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 samplesas provided for in this Section 8.1, and groundwater). Prior to performing such indemnity shall survive the Closing and any inspection or test termination of this Agreement (whether nonprovided, however, in no event shall Purchaser be liable for any damages solely as a result of Purchaser’s discovery of any pre-invasive or otherwiseexisting conditions affecting the Property), 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 aggregateh) 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 continue in full force and effect all insurance from the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding and in the foregoing, amounts and form as previously disclosed by Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of Purchaser’s initial entry onto 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.

Due Diligence Period. Commencing on the Effective Date of this Agreement and terminating eighteen (a18) During months after the period Effective Date of this Agreement at 6:00 p.m. Detroit time (the “Due Diligence Period”), Purchaser, its agents, representatives, employees and contractors, shall have the right to: (i) beginning on inspect and investigate the Effective Date Property which may include, but shall not be limited to, site inspections, environmental site assessments and ending at 5:00 p.m. Eastern time on November 19studies, 2014 and engineering studies; (ii) confirm the availability and adequacy of utilities adequate to service Purchaser's intended use of the Property; and (iii) review or consider any other matter which Purchaser deems appropriate in order to determine, in its sole and absolute discretion, whether the Property is suitable for its purposes. During the Due Diligence Period, Purchaser shall have the right to apply for and obtain approvals from all applicable authorities for PUD Zoning, rezoning, variance, land use, utilities, roadways, site condominium, land division, environmental approvals and permits, site plan and building permit requirements and such other approvals and permits as shall be required by Purchaser to develop and improve the Property for Purchaser’s intended use (the “Expiration Approvals”). At Purchaser’s option, the Due Diligence Period may be extended by Purchaser for an additional twelve (12) month period of time upon written notice to Seller given at any time prior to the expiration of the original Due Diligence Period (the “Extended Due Diligence Period”). During the Due Diligence Period or Extended Due Diligence Period, Purchaser shall have may reject the right, upon a minimum of one Business Day’s prior telephonic or written notice Property and terminate this Purchase Agreement for any reasons related to Seller, to make a physical its investigation and inspection of the PropertyProperty and shall, 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 determine the nature and extent of the environmental condition of the Property investigation 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)inspection to be conducted. Prior to performing any inspection or test (whether non-invasive or otherwise), If 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’ gives written notice to Seller prior during the Due Diligence Period or Extended Due Diligence Period that it desires to inspecting any Tenant occupied portions of terminate this Purchase Agreement, neither the Property. Subject to Seller nor 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 have 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 further rights 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 obligations under this Purchase Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall except for those obligations that expressly survive any the termination of this Agreement. If the Purchaser does not elect to terminate this Agreement prior to the expiration of Due Diligence Period or Extended Due Diligence Period, the Purchaser’s right to terminate under Section 4 of this Agreement shall expire and the parties shall proceed to Closing pursuant to the terms hereof.

Due Diligence Period. (a) During Purchaser shall have a period of thirty (30) days after the period Effective Date hereof (subject to extension as provided below, the “Due Diligence Period”), to (i) beginning on reasonably complete its due diligence inspections, including a customary physical inspection of the Property and customary investigations of the Lease, relevant current financial data, records, tax bills, governmental or quasi-governmental licenses or permits, as-built drawings and specifications, surveys, title reports, soil tests, original environmental reports and any updates, appraisals, engineering studies, maintenance records, if any, insurance documentation, and any maintenance, service or other agreements presently in effect, in each case to the extent in the possession or under the control of the Seller, pertaining to the acquisition, development, construction, ownership, leasing, condition and operation of the Property (collectively, the “Records”); (ii) obtain the approval of the Property’s current lender/mortgage holder to the transactions contemplated hereby; and (iii) obtain all of Purchaser’s internal approvals. True, correct and complete copies of the Records shall be delivered to or made available to Purchaser promptly upon request after the Effective Date and ending Date. Purchaser shall have the right by written notice to Seller to extend the Due Diligence Period for up to an additional fifteen (15) days (thereby making the Due Diligence Period a total of up to forty-five (45) days in the aggregate) if Purchaser requires such additional time to complete its (i) environmental review or (ii) appraisal. If, at 5:00 p.m. Eastern any time on November 19, 2014 (prior to the “Expiration termination of the Due Diligence Period”), Purchaser, in its sole and absolute discretion, determines that it is unwilling to proceed with this transaction for any reason whatsoever, then Purchaser may terminate this Agreement by notifying Seller in writing on or before the termination of the Due Diligence Period and, upon such notice, the Escrow Agent shall return the Deposit (with interest accrued thereon) to Purchaser, Purchaser shall have return the right, upon a minimum of one Business Day’s prior telephonic or written notice Records to Seller, to make a physical inspection of the Propertyand this Agreement shall thereafter become null and void, 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 except 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 Subsection 3(b), Section 2.314, Section 15 and Section 18 hereof. If Purchaser upon fails to notify Seller in writing prior notice to Seller may meet with the current property manager at expiration of the Property. At Due Diligence Period of Purchaser’s requestelection to terminate this Agreement as set forth above, 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 then 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 deemed to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions have waived its right 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 termination under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this AgreementSection 3.

Due Diligence Period. Subject to the further terms and conditions of this Section Purchaser shall in good faith during the Due Diligence Period (aas hereinafter defined) During diligently perform and complete, at Purchaser’s sole cost and expense, its due diligence review, examination and inspection of all matters relating to Purchaser’s acquisition of the period Property, including without limitation, the review of the Title Report, surveys, building plans and specifications, the Leases, the Service Contracts and other documents evidencing or relating to or otherwise constituting a part of the Property, and all financial and title information in respect of the operation of the Property (Seller shall, to the extent that it is in possession thereof, deliver a copy of Title Report, surveys, site plans, building plans and specifications to Purchaser, all other such review, except as provided in Section 33.2 below, to be conducted at Seller’s offices or, at Seller’s election, the office of Seller’s managing agent, and the performance of all physical inspections and environmental studies of the Property (all of the foregoing being herein referred to as “Purchaser’s Due Diligence”). Seller makes no representations that it has in its possession and Title Report, surveys, building plans and specifications, the Leases, the Service Contracts and other documents evidencing or relating to or otherwise constituting a part of the Property or any financial and title information in respect of the operation of the Property. Purchaser at its sole cost and expense, is responsible to obtain any and all information in connection with their Due Diligence. Seller is not responsible and makes no representations that they are in possession or shall provide any information for Purchaser to conduct the Due Diligence on the property. The “Due Diligence Period”) beginning ” shall mean the period commencing on the Effective Date date that Purchaser receives a fully executed original of this Agreement and ending at 5:00 p.m. Eastern time expiring on November 19, 2014 the Due Diligence Expiration Date. The “Due Diligence Expiration Date” shall mean the date which is sixty (60) calendar days after the “Expiration commencement 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.

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, Xxxxx’s determination in Buyer’s sole reasonable discretion, that the condition and all other aspects of one Business Day’s prior telephonic or written notice the Property are acceptable to SellerBuyer, to make a physical inspection including, but not limited to, all zoning and code compliance issues. For purposes hereof, 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. During the Due Diligence Period, Buyer may enter upon the Property from time to time and, at Xxxxx’s sole cost, expense and risk, to examine and inspect the same. Buyer shall be allowed to invite consultants, engineers and inspectors on to the Property and to conduct tests and examinations with regard to the Property. Buyer shall promptly restore the Property to substantially the same condition in which it existed immediately prior to any physical tests conducted by Buyer. Buyer shall indemnify, defend and hold Seller and Seller’s affiliates, partners, members, officers, consultants and agents harmless from and against any and all costs, liabilities, claims, liens encumbrances or causes of actions arising out of Buyer’s or its consultants’, engineers’ or inspectors’ actions on the Property. This indemnification shall survive the Closing or the termination of this Purchase Agreement. Seller agrees, within ten (10) business days of the request by Xxxxx 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. Seller and Xxxxx acknowledge and agree that are invasive or could alter Seller has limited records in its possession and control related to the Property, including outdated environmental 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 (including examination of materials, soil samples, and groundwater“Condition Objection Notice”). Prior In the event that Buyer does not make a timely Condition Objection Notice, Buyer shall be deemed to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance have waived its right to object to the applicable Seller evidencing that Purchaser physical 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 environmental condition of the Property. Subject 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 Xxxxx. 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 provisions end of this Section 2.3the Due Diligence Period, Purchaser upon prior notice without penalty, or to Seller waive said objections and proceed to Closing. Nevertheless, Xxxxx may meet with end the current property manager at the Property. At Purchaser’s request, Due Diligence Period early and proceed to Closing by providing a Notice 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.

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”), Buyer shall have the right to review the materials set forth in Section 5 and Section 6 below and the Assets, and satisfy itself that certain matters are satisfactory to Buyer, in its sole and absolute discretion. Buyer and its agents and representatives (including any architects, engineers and consultants) beginning on shall be entitled to enter onto the Effective Date Real Property at reasonable times and ending at 5:00 p.m. Eastern time on November 19in a reasonable manner to perform inspections and conduct tests of the Assets, 2014 and conduct tests of all structural and mechanical systems within the improvements (including, but not limited to walk-in coolers, water heaters, HVAC system(s), and all point of sale and computer hardware and software equipment) (collectively, the “Expiration Equipment”) and to conduct such soil, geological, engineering, environmental (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 agents and representatives shall be entitled to enter onto the Real Property at reasonable times and in a reasonable manner to interview Xxxxxx’s management personnel. Buyer agrees to indemnify, defend and hold harmless Seller from all loss, cost and expense (including reasonable attorneys’ fees) incurred, suffered by, or claimed against Seller by reason of any damage to the Real Property, or 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 foregoing indemnity shall not apply to the extent any such claims arise from (i) the acts or omissions of Seller or its officers, directors, contractors, employees or agents, (ii) the mere discovery or exposure of a pre-existing condition with respect to the Property, or (iii) the effect of any governmental action which results from any tests, studies or reports obtained by Buyer. The indemnity contained in this Section 3(A) shall survive the 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 Xxxxx 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”), 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 Buyer shall be duly licenseddeemed to have delivered a Termination Notice. 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 (i3(A) 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 AgreementAgreement and/or the Closing.

Due Diligence Period. (a) During Purchaser shall have a period of 120 days from the period date of this Agreement (the “"Due Diligence Period”") beginning on to conduct tests, investigations, feasibility studies, soil borings, inspections and general analysis in order to satisfy Purchaser, in Purchaser's sole discretion, that the Effective Date Premises is feasible for Purchaser's Intended Use. Purchaser and ending its agents shall have the right to enter onto the Premises for the purpose of surveying, testing and examining same including but not limited to inspection of existing buildings for environmental conditions and underground storage tanks for the entire period this Agreement is in effect. These tests, investigations, etc. shall be conducted in a manner not to interfere with the operations at 5:00 p.m. Eastern time on November 19the Premises. Purchaser may terminate this Agreement, 2014 (for any reason in Purchaser's sole discretion, upon written notice to the “Expiration Seller prior to the end of the Due Diligence Period”. If Purchaser lawfully terminates this Agreement, Seller shall return any payments made by Purchaser as the full deposit and this Agreement shall become null and void and the parties shall have no further obligation to each other except as otherwise provided herein. During the Due Diligence Period, Seller will provide Purchaser with the opportunity to make full and independent investigation of all of: (a) the facts concerning the transaction contemplated by the Agreement (including the condition of the Premises or any part thereof); and (b) the correspondence, instruments, agreements, contracts, books, documents, records, plans, drawings, specifications, brochures, licenses, registrations, consents, permits, approvals and authorizations relating to the Premises and the transaction contemplated by the Agreement which are in the possession or control of the Seller. Seller has or will provide Purchaser with those documents within its possession or control related to the Premises and this transaction and will immediately, upon execution of this Agreement, provide any additional documents which come into its possession or control. Seller states that it does not have a substantial number of documents or materials in this regard, but Seller agrees to cooperate fully with Purchaser in identifying the locations of materials not in its possession or control, but has no obligation to obtain such documents. Purchaser shall begin its investigation of the status of the Premises in all respects with due diligence and haste immediately upon the execution of this Agreement and shall keep Seller fully apprised of its findings. Seller shall fully cooperate with Purchaser in its due diligence including instructing its attorneys and consultants to attend all meetings scheduled with NJDEP; Purchaser shall be responsible for all fees and costs relating to all services by Seller's attorney and consultants that are specifically authorized, or requested, by Purchaser. Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice right to Seller, waive its due diligence rights and to make a physical inspection require Seller to close title within sixty (60) days 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 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 at any time thereafter at the sole discretion of Purchaser subject to approval by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreementthe Bankruptcy Court.

Due Diligence Period. (a) During 5.1.1 Purchaser acknowledges and agrees that it and its representatives and agents have been provided an adequate period of time prior to the period (Contract Date ( the “Due Diligence Period”) beginning on the Effective Date within which to undertake such inspections, tests, studies and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration investigations 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 structure and mechanical systems 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 Hotel as Purchaser deems appropriate deemed desirable 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)Accordingly, Purchaser must deliver a certificate of insurance has elected 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 proceed 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 Propertytransaction contemplated by this Agreement. Subject to the provisions terms of the Inspection Agreement, Purchaser and Purchaser’s agents and contractors shall have the continuing right to enter upon the Hotel and to speak with the Hotel’s senior management team, in each case, at the Hotel at reasonable times and upon reasonable prior notice until the Closing. Purchaser acknowledges and agrees that all inspections of the Hotel shall be conducted in a manner not unreasonably disruptive to Existing Manager, tenants, guests, invitees or employees at the Hotel or otherwise to the operation of the Hotel. Purchaser agrees to and hereby does indemnify, defend and hold the Seller Indemnitees and their respective licensees, guests and invitees, and the successors of any of the foregoing, harmless from and against any and all losses, costs, damages, claims or liabilities, including mechanic’s and materialmen’s liens and reasonable attorneys’ fees, caused by the entry by Purchaser and/or any of Purchaser’s agents or contractors onto the Hotel pursuant to this Section 2.35.1. The foregoing indemnity by Purchaser shall not apply to any such losses, Purchaser upon prior notice costs, damages, claims or liabilities that arise solely from the discovery of a preexisting condition of the Hotel; provided, however, the indemnity shall apply to Seller may meet with the current property manager at the Property. At Purchaser’s request, and any preexisting conditions to the extent in Seller’s they are worsened or the Company’s possession, Seller shall make available to exacerbated by Purchaser copies and/or any 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 agents 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 lawcontractors. Purchaser’s obligation obligations pursuant to clauses (vi) and (vii) above this Section 5.1 shall survive any the Closing or earlier termination of this Agreement.

Due Diligence Period. (a1) During Subject to the period (terms of the “Due Diligence Period”) beginning Tenant Leases, Seller shall provide Buyer and its agents and representatives with access to the Property hereunder and will provide access to all relevant information respecting the Property, to the extent such information is in the possession or control of Seller. Without limitation on the foregoing, on or before the Effective Date and ending at 5:00 p.m. Eastern time on November 19Date, 2014 (the “Expiration Seller shall deliver to Buyer copies of the Due Diligence Period”), Purchaser Package. Buyer shall have the rightopportunity to perform and complete, upon a minimum at its sole expense, its due diligence review, examination and inspection of one Business Day’s prior telephonic or written notice all matters pertaining to Seller, to make a physical inspection its acquisition of the Property, including the Tenant Leases, Service Contracts, Intangible Property, and all financial, physical, environmental and compliance matters, entitlements and other conditions respecting the Property. Buyer, its agents, contractors and employees shall have reasonable access to the Property during normal business hours following twenty-four (i24) a non-invasive inspection hours’ advance notice to Seller to perform its inspections, studies and surveys in connection with such due diligence investigation. Buyer shall at all times conduct such due diligence in compliance with Laws and the terms of the environmental condition thereof Tenant Leases, and such non-invasive physical engineering without unreasonably interfering with or disturbing any tenant at the Property, and other studies and tests on Buyer shall promptly restore the Property as Purchaser deems appropriate in to its sole discretion condition immediately preceding such inspections and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of examinations and shall keep the Property free and further clear of any mechanic’s liens or materialmen’s liens in connection with such inspections and investigations. Any intrusive physical engineering and other studies and tests on the Property that are invasive testing (environmental, structural or could alter the physical condition of otherwise) at the Property (including examination of materialssuch as soil borings or the like) shall be conducted by Buyer only after obtaining Seller’s prior written consent to such testing, soil sampleswhich consent shall not be unreasonably withheld. Buyer shall indemnify, protect, defend and groundwater). Prior to performing hold Seller harmless from and against any inspection Claim for property damage or test (whether non-invasive personal injury arising from Buyer’s negligence 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 willful misconduct 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 examinations 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.

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 lawSection 5 and shall restore the Property to the condition existing immediately prior to such entry and/or exercise of such activities. Purchaser’s obligation pursuant to clauses (vi) and (vii) above The obligations of Purchaser under this Section 5.3 shall survive any the Closing or earlier termination of this AgreementContract.

Due Diligence Period. Commencing on the Contract Date and continuing until 5:00 p.m. (aArizona time) During on the period date which is ninety (90) days after the Contract Date (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 rightright to satisfy itself, 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 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 Property Premises and further physical engineering 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”). Purchaser shall have the right at any time prior to the expiration of the Due Diligence Period to terminate this Agreement by delivering a written notice of such termination to Seller and other studies Escrow Agent if Purchaser determines in its sole and tests on absolute discretion that the Property that are invasive or could alter is unacceptable to Purchaser for any reason. If Purchaser fails to deliver a written notice to Seller and Escrow Agent approving the physical condition feasibility of acquiring the Property (including examination “Approval Notice”) on or before the expiration of materialsthe 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 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 then this Agreement and the Company as additional insureds thereunder and Purchaser Escrow shall bear automatically terminate. In the cost of all such inspections event this Agreement is terminated (or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoingis deemed to have terminated) in accordance with this Section, 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 then (i) exercise reasonable care at all times that Purchaser the Initial Deposit shall be present upon the Property, paid to Purchaser; (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 Seller shall be entitled to keep the Property and made known to Purchaser, Commitment Fee; (iii) not engage in any activities which would violate the provisions of any permit or license pertaining all documents, instruments, delivered into Escrow shall be returned to the Property party that delivered the same into Escrow, and made known to Purchaser, (iv) not unreasonably disturb the Tenants neither party will have any further rights 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 obligations under this Agreement or required except for any obligations which by applicable law. Purchaser’s obligation pursuant their express terms are to clauses (vi) and (vii) above shall survive any termination of this AgreementAgreement (collectively, the “Surviving Obligations”).

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 rightindemnify and hold Seller harmless from and against any and all claims, upon liens, charges, encumbrances, or other liabilities arising out of any act or failure to act of Purchaser or its authorized representatives or contractors as a minimum result of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of their respective activities on the Property, including (i) a non. As determined by Wal-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 Mart in its sole discretion and absolute discretion, Purchaser agrees to (iia) with Seller’s consent, which Seller may withhold in repair at its sole discretioncost and responsibility, 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 b) pay to performing any inspection or test (whether nonWal-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 Mart the cost of all of, any damages caused to a Property by any entry onto such inspections Property by Purchaser or testsits authorized representatives or contractors. All third-party professional inspection companies In the event any entry onto a Property by Purchaser or individuals shall be duly licensed. Notwithstanding the foregoingits authorized representatives or contractors results in any claim, lien, charge, encumbrance, or other liability against a Property, Purchaser shall give no fewer than two Business Days’ notice promptly take any and all actions necessary to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3remove, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s requestdischarge, and to the extent in Seller’s or the Company’s possessionsatisfy such claim, 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 Propertylien, (ii) at Purchaser’s expensecharge, 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 Purchaserencumbrance, (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 Agreementother liability.

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 Upon receipt of the Due Diligence Periodwritten Approval of all of the Partners as provided in Section 8.9(a) above of the pursuit by the Partnership of a 49 Proposed Property (an “Approved Proposed Property”), Purchaser the General Partner shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection authority on behalf of the Partnership (i) to negotiate and execute (subject to the further terms of this Section 8.9 and to the rights of the other Partners set forth in this Section 8.9 to subsequently disapprove of the acquisition of such Approved Proposed Property) a purchase and sale agreement for such Approved Proposed Property (an “Approved Property Purchase Agreement”) and any other documents necessary to have the right to acquire the Approved Proposed Property and (ii) to complete, at the Partnership’s expense, due diligence that the General Partner deems reasonably necessary, including (ito the extent not already completed) obtaining an Environmental Assessment, a non-invasive inspection Physical Inspection Report, a survey, a zoning report and a pro forma title policy with respect to such Approved Proposed Property. Following the Approval of the environmental condition thereof pursuit of the Approved Proposed Property, the General Partner shall, upon receipt of any such documents, reports and materials, provide (which may be provided by shared access to a Sharefile (provided each Partner confirms by email that it is able to access any such Sharefile to view and download the applicable materials), which shall constitute Notice as of the date added to such Sharefile if added before 5:00 p.m. New York time on a Business Day (and otherwise, on the next Business Day)) to the Limited Partners copies of the Environmental Assessment, the Physical Inspection Report, the title commitment and related title exception documents, the survey, the zoning report and the pro forma title policy, and any other material due diligence and/or debt financing materials (including, without limitation, proposed financing term sheets, draft loan documents, third-party reports, and amendments or assignments of the applicable Approved Property Purchase Agreement), in each case, in the final form presented to the General Partner (and such non-invasive physical engineering and other studies and tests on the Property interim forms as Purchaser deems appropriate General Partner in its sole discretion determines to be material), and notice of all material changes to any material acquisition terms (including material financing terms) that are different from the Proposed Property Overview or other information previously provided to the Limited Partners, including, without limitation, any failure of the seller of such Approved Proposed Property to satisfy all of its material covenants, obligations and closing conditions under the applicable Approved Property Purchase Agreement (“Material Changes”). General Partner shall have the authority to, and may engage, LRA or another Affiliate of LXP, in its discretion, at reasonable cost to conduct the due diligence and other actions contemplated by this Section 8.9(c) on behalf of the Partnership. No later than five (5) Business Days prior to the expiration of the contingency period in the Approved Property Purchase Agreement, General Partner shall send a Notice of the impending expiration of the contingency period to the Limited Partners and recommending approval (or disapproval) of proceeding with the acquisition of the Approved Proposed Property, and each Partner shall have until no later than two (2) Business Days prior to the expiration of such contingency period to approve or disapprove of proceeding with the acquisition in each Partner’s sole and absolute discretion for any reason or for no reason, and any Partner’s failure to respond in writing within such period shall be deemed a disapproval by such Partner. If a Partner has disapproved (or is deemed to have disapproved) such Approved Proposed Property, then General Partner shall promptly (and in any event prior to the date upon which the Xxxxxxx Money becomes non-refundable) (i) terminate the Approved Property Purchase Agreement and use commercially reasonable efforts to cause any Xxxxxxx Money to be refunded in full to the Partnership, subject to the terms of the applicable Approved Property Purchase Agreement, or (ii) with Seller’s consentif the Partner Group not 50 including such disapproving Partner elects to pursue the Approved Proposed Property, which Seller may withhold within one (1) day of such disapproval (or as soon as practical thereafter), assign the Approved Property Purchase Agreement to such Partner Group in its sole discretion, further inspections exchange for payment from such Partner Group to the Partnership of the environmental condition Xxxxxxx Money and any other Pursuit Costs related to such Approved Proposed Property and a release by such Partner Group of the Property Partnership 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 materialsapplicable Subsidiary, soil samplesif applicable, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance from all liability 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 Approved 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 Purchase Agreement. The Partnership shall bear all expenses incurred by the cost General Partner in pursuing the release of all any 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 Xxxxxxx Money in accordance 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 clause (i) exercise reasonable care at all times that Purchaser of the immediately preceding sentence, and the General Partner shall not 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 liable to the Property and made known Partnership or the Partners for the failure of the applicable seller or escrow agent to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining release such Xxxxxxx Money to the Partnership, unless due to General Partner’s failure to timely terminate the Approved Property Purchase Agreement and made known to Purchaser, (iv) not unreasonably disturb request a release of such Xxxxxxx Money in accordance with the Tenants or unreasonably interfere with their use terms of the applicable Approved Property pursuant to their respective LeasesPurchase Agreement, (v) not unreasonably interfere with or the operation and maintenance gross negligence, willful misconduct or fraud of the Property, (vi) repair General Partner or any damage to Affiliate of 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 AgreementGeneral Partner.

Due Diligence Period. (a) During Subject to the period (provisions of Section 2.4 -------------------- ----------- and prior to 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”)Closing Date, Purchaser shall have the rightbe entitled to conduct such feasibility studies, upon a minimum of one Business Day’s due diligence activities, testing (excluding any invasive testing, which shall not be conducted without Seller's prior telephonic written consent, which consent shall not be unreasonably withheld, conditioned or written notice to Sellerdelayed), to make a physical inspection inspections, investigations, tests and examinations of the Property, including (i) a non-invasive inspection the Leases and Contracts, as it deems necessary or appropriate and to examine and investigate to its full satisfaction all other facts, circumstances and matters as it deems relevant to the purchase and assumption of Seller's right, title, interest and Obligations from and after the Closing Date in or relating to the Property, including the Leases, Contracts, income and operating performance of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on Property, 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 the physical condition and use 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 availability and adequacy of utilities, access, zoning, compliance with applicable laws, credit worthiness of Tenants, environmental conditions on and/or affecting the Company as additional insureds thereunder Property, and Purchaser shall bear engineering and structural matters), title, survey matters, and any other matters it deems necessary or appropriate for purposes of entering into and consummating the cost of Agreement (all such inspections studies, due diligence activities, reviews, testing, inspections, investigations, tests and examinations, whether occurring prior or testssubsequent to the date hereof, are collectively referred to herein as the "Due Diligence"). All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding Pursuant to the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller terms hereof and prior to inspecting any Tenant occupied portions entering into this Agreement, Seller has provided to Purchaser copies of the Propertydocuments listed on the attached Exhibit T, receipt of which is hereby acknowledged by Purchaser. Subject --------- Upon or prior to the provisions of this Section 2.3Closing Date, 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 the possession of Seller or the Company’s possessionProperty Manager, Seller shall agrees to make available to Purchaser at the offices of Property Manager and/or the Property, for inspection, copying and review by the Purchaser Parties, at Purchaser's sole cost and expense, all operating files maintained by Seller or the Property Manager or Seller's leasing agent in connection with the leasing, maintenance and/or management of the Property, including, without limitation, the Leases, lease files, contracts, leasing commission agreements, Personal Property, insurance policies, bills, invoices, receipts and other general books and records relating to the income and expenses of the Property, real estate tax records, files and records relating to the Association (including copies of the maintenance records articles of incorporation and reports bylaws of the Association), correspondence, budgets for the year 2002, if available, and prior years, surveys, plans and specifications, warranties for services, equipment and materials provided to, installed in or supplied to the Property, engineering reports, soil tests, environmental audits or assessments (excluding, however, any Confidential Information). Each and all of the documents listed on the attached Exhibit T shall be deemed to be Evaluation Materials and treated in --------- accordance with the terms hereof. To the extent any document or information requested by Purchaser is not already in existence in the possession of or maintained or prepared by or on behalf of Seller, Seller shall have no obligation to cause such documents or information to be obtained, prepared and/or maintained and provided to Purchaser. If Purchaser is satisfied with the results of its Due Diligence, Purchaser shall give written notice to Seller of its election to proceed to Closing on or before the Due Diligence Termination Date in accordance with all of the terms and conditions of this Agreement. In the event Purchaser is not satisfied with the results of its Due Diligence for any reason or no reason whatsoever, including, without limitation, Seller's inability to deliver Tenant Estoppel Certificates from the Required Tenants, Purchaser's sole remedy shall be to either: (a) waive such matters and elect to proceed to Closing, without offset or adjustment (unless expressly agreed to in writing by a written amendment to this Agreement fully executed by the Seller and Purchaser prior to the Due Diligence Termination Date), or (b) terminate this Agreement by giving notice of its election not to proceed to Closing or failing to give notice of its election to proceed to Closing as aforesaid. In the event Purchaser gives notice of its election not to proceed to Closing or fails to give notice of its election to proceed to Closing as aforesaid, this Agreement shall automatically terminate on the earlier to occur of Seller's receipt of such notice or the Due Diligence Termination Date without further notice or action of either party, in which event neither Seller nor Purchaser shall have any further rights or obligations hereunder or relating hereto, except pursuant to such provisions hereof as survive termination of this Agreement, and Purchaser shall be entitled to an immediate refund of the Xxxxxxx Money in accordance with Section 3.5. Seller shall cooperate, and shall instruct ----------- its Property Manager, leasing agent, real estate tax consultant and, upon request from Purchaser, other contractors and agents, to cooperate with Purchaser in making Information, individuals and materials available, including all files (excluding: (i) exercise reasonable care at all times that Purchaser shall be present upon materials, correspondence and other documents provided to, received from, exchanged with or relating in any way to prospective purchasers, prospective purchaser lists and marketing information, valuations and appraisals, and internal analyses and communications (of whatsoever form or nature) of the Seller Parties and other materials relating to the marketing and possible sale of the Property, (ii) at Purchaser’s expense, observe and comply communications or other documentation prepared by or exchanged with all applicable laws legal counsel (whether internal or external) of the Seller Parties (including any work product and any conditions imposed by any insurance policy then documentation prepared in effect with respect to anticipation of litigation) and related confidential information of the Property Seller Parties and made known to Purchaser, (iii) not engage any other Confidential Information, 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 accordance 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 lawSection ------- 2.4. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.---

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.

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 rightexistence or non-existence of any Hazardous Materials on the 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 (30) days of notice of same to Seller in 28 29 accordance with the provisions of this Paragraph 3. Seller, however, reserves the right to rescind this Contract if Seller chooses not to correct this objection to title; and b. Within thirty (30) days following the 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. c. From the date of execution of this Contract until Closing, the Purchaser shall be permitted access to the Premises upon a minimum reasonable notice to the Seller in order to make appropriate engineering, architectural, and construction studies which shall be performed at Purchaser's expense. If any of one Business Day’s prior telephonic or the tests indicate that the project contemplated by Purchaser cannot be constructed on the Premises by renovation of existing improvements using construction techniques common to the area and without extraordinary expense as determined in Purchaser's sole discretion, then, at the option of Purchaser and upon written notice to Seller, the Purchaser may elect to make a physical inspection terminate all obligations under this Contract. Should Purchaser not give such notice to Seller within sixty (60) days of the Propertydate of this Agreement, including (i) a non-invasive inspection of then Purchaser shall be deemed to have accepted the environmental condition thereof and such non-invasive physical engineering and other studies and tests Premises in its present condition. d. Purchaser shall promptly apply for all required regulatory approval in order to be permitted to locate banking operations on the Property as Purchaser deems appropriate in its sole discretion and Premises. In the event such approval has not been obtained within sixty (ii60) with Seller’s consentdays from the date of execution of this Contract, 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 samplesthen, 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 in 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 foregoingevent, Purchaser shall give no fewer than two Business Days’ notice be entitled to Seller prior to inspecting any Tenant occupied portions of the Propertyrescind this Contract. 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 Agreement5.

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 Xxxxxxx 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 Xxxxxxx 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.

Due Diligence Period. (a) During the period Buyer shall have until 5:00 p.m., on March 15, 2010, to conduct due diligence (the “Due Diligence Period”) beginning on to determine whether in its sole and absolute discretion it will proceed with the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (transaction contemplated by this Agreement. If Buyer fails to notify Seller in writing prior to the “Expiration expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice Period that Buyer has elected not 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 proceed with the presence of Purchasertransaction contemplated by this Agreement, 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 licenseddeemed to have irrevocably elected to proceed with this transaction. Notwithstanding During 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 possessionDue Diligence Period, 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 provide Buyer and their designees with such information as or Buyer may from time to time reasonably request with respect to the PropertyBusiness, the Acquired Assets and the Assumed Liabilities and the transactions contemplated by this Agreement, (ii) provide Buyer and their designees, officers, counsel, accountants, actuaries and other authorized representatives access during regular business hours and upon reasonable notice to the books, records, offices, personnel, counsel, customers, vendors, accountants and actuaries of the Business as Buyer or their designees may from time to time reasonably request and (iii) permit Buyer and its designees to make such inspections of the foregoing as Buyer may reasonably request. Any investigation shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business. No such investigation (or any disclosure made at Purchaserany time by Seller to Buyer) shall limit or modify in any way, or act or result in a waiver of, any Seller’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect obligations with respect to the Property and made known any breach of its representations, warranties, covenants or agreements contained herein (including, without limitation, conditions to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit Closing 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 Agreementindemnification obligations).

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 indemnifies Seller and Tenant against, and holds Seller and Tenant harmless from, all damages, losses, claims, liabilities, costs and expenses that any confidential information except of them may incur as permitted a result of Buyer’s or any of its agent’s or representative’s actions or inactions in connection with any such investigation, inspection, appraisal, survey, examination, testing or auditing. Buyer hereby agrees that under this Agreement no circumstances will Buyer or required by applicable law. PurchaserBuyer’s obligation pursuant to clauses (vi) and (vii) above shall survive representative contact the Tenant or any termination of this Agreementaffiliate thereof or Tenant’s or any such affiliate’s employees without Seller’s prior written consent.

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.The Purchaser shall:

Due Diligence Period. (a) During the period Buyer shall have until 5:00 p.m., on September 5, 2019, to conduct due diligence (the “Due Diligence Period”) beginning on to determine whether in its sole and absolute discretion it will proceed with the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (transaction contemplated by this Agreement. If Buyer fails to notify Seller in writing prior to the “Expiration expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice Period that Buyer has elected not 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 proceed with the presence of Purchasertransaction contemplated by this Agreement, 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 licenseddeemed to have irrevocably elected to proceed with this transaction. Notwithstanding During 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 possessionDue Diligence Period, 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 provide Buyer and their designees with such information as or Buyer may from time to time reasonably request with respect to the PropertyBusiness, the Acquired Assets and the Assumed Liabilities and the transactions contemplated by this Agreement, (ii) provide Buyer and their designees, officers, counsel, accountants, actuaries and other authorized representatives access during regular business hours and upon reasonable notice to the books, records, offices, personnel, counsel, customers, vendors, accountants and actuaries of the Business as Buyer or their designees may from time to time reasonably request and (iii) permit Buyer and its designees to make such inspections of the foregoing as Buyer may reasonably request. Any investigation shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business. No such investigation (or any disclosure made at Purchaserany time by Seller to Buyer) shall limit or modify in any way, or act or result in a waiver of, any Seller’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect obligations with respect to the Property and made known any breach of its representations, warranties, covenants or agreements contained herein (including, without limitation, conditions to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit Closing 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 Agreementindemnification obligations).

Due Diligence Period. (a) During Seller shall, and shall cause each of the period (Seller Subsidiaries to, afford to Buyer and Acquisition Sub and to the “Due Diligence Period”) beginning officers, employees, accountants, counsel, financial advisors and other representatives of Buyer and Acquisition Sub, reasonable access during normal business hours prior to the Effective Time to all their respective properties, books, contracts, and records and, during such period, Seller shall, and shall cause each of the Seller Subsidiaries to, furnish promptly to the other parties such information within their possession or control concerning Seller’s and the Seller Subsidiaries’ business and properties as such other party may reasonably request, including formation documents, tax records and other additional customarily requested corporate due diligence items for Seller, the Fund and the other Seller Subsidiaries; Seller Space Leases, updated tenant financial statements, rent rolls, operating statements, CAM reconciliations and other contracts; the latest property tax bills and value renditions; environmental reports concerning the Seller Properties; material governmental permits, licenses or approvals; site plans; any soils reports 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 Properties; certificates of insurance and material notices from insurance carriers; plans and specifications; materials related to the applicable qualification of Seller evidencing that Purchaser as a REIT under the Code and its contractorsmaterials related to litigation, 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 condemnation or other proceedings affecting the Seller Properties, but not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering including 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 building condition reports or tests. All third-party professional inspection companies or individuals shall be duly licensedroofing reports. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting foregoing or any Tenant occupied portions of the Property. Subject to the provisions other provision of this Section 2.3Agreement, 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 hereto agree that (A) any investigation by 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 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 any of the Propertybusinesses or operations of Seller, the Fund or their Subsidiaries, (viB) repair any damage Buyer shall, upon reasonable request, be able to meet with management of Seller and the Fund and with lenders to the Property resulting directly or indirectly from Purchaser’s activities at Fund and tenants of the Property Seller Properties in coordination with management of Seller and the Fund, and (viiC) not disclose any confidential all requests by Buyer and Acquisition Sub for access or information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses this Section 5.2 shall be submitted or directed exclusively to Mxxx Xxxxxxx, Phone: 600-000-0000 (vi) and (vii) above shall survive any termination of this Agreementor such other person hereafter designated in writing by Seller).

Due Diligence Period. (a) During the period Purchaser shall have until 5:00 p.m., Portland, Oregon, time on November 29, 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 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 in electronic form (which insurance shall name Seller may be through an electronic data room) copies of any and the Company as additional insureds thereunder all reports, agreements, 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 other documents relating to the provisions of this Section 2.3, Property 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 possession or control (the Company’s possession“Documents”); provided, however, the Documents shall not include, and Seller shall have no obligation to make available to Purchaser, Seller’s company records, internal memoranda (including any internal evaluations of third-party reports concerning the Property), financial projections, budgets, appraisals, 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. The Documents and any other due diligence materials that may be provided by Seller to Purchaser copies are being furnished for informational purposes only and without representation or warranty as to the accuracy or completeness of such materials. If Purchaser determines (in its sole and absolute discretion) during the Due Diligence Period that the Property is unsuitable for its purposes for any reason, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the maintenance records and reports for the PropertyDue Diligence Period. If 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.so terminates this

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, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect loss runs with respect to the Property Hotel for the three-year period prior to the Effective Date, and made known to any other materials reasonably requested by Purchaser, if any, either in Seller’s possession or prepared on Seller’s behalf (iii) not engage in any activities which would violate collectively, 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 “Due Diligence Material”). All of the Property pursuant Due Diligence Material is confidential to their respective Leases, (v) not unreasonably interfere Seller and shall be held confidential by Purchaser. in accordance with the operation 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 maintenance 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 Property, (vi) repair any damage 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 the Property resulting directly or indirectly from information in Purchaser’s activities at the Property and (vii) not disclose any confidential possession prior to disclosure to Purchaser by or on behalf of Seller or information except as permitted under this Agreement or required which is publicly available other than due to disclosure by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.

Due Diligence Period. (a) During Inspection by Lessee. Lessee and Lessee's representatives and contractors shall have until the period expiration of 90 days (the “"Due Diligence Period”") beginning on after Lessee receives the Effective Date Records (defined below) to determine the feasibility of the Premises for Lessee's purposes and ending at 5:00 p.m. Eastern time on November 19to visit and inspect (including without limitation having engineering and/or environmental tests, 2014 (soil, and other tests and studies made) the “Expiration of Premises. During the Due Diligence Period”), Purchaser Lessee shall have be allowed to inspect the right, upon a minimum of one Business Day’s prior telephonic or written notice following records (the "Records") pertaining 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 consentPremises, 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 provided by 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 Lessor to the extent in Seller’s they are available to Lessor: ad valorem tax and sales and use statements and receipts for the last five years, real and personal property tax renditions, filings and returns for the last five years, utility statements for the last five years, any leases affecting the Premises or the Company’s possessionPersonal Property, Seller shall make operating statements for the last three years in which the Premises was an operating facility, all pleadings and judgments in any law suit and a brief description of all litigation to which Lessor or the Premises has been named a party and all pending or threatened litigation or claims or administrative or governmental proceedings during the five years immediately preceding the date of this Lease, insurance policies, all contracts and agreements, publications and advertisements, all available plans and specifications for the Improvements, environmental, soil, structural and engineering tests, reports and studies, repairs and capital improvement records, all franchises, business licenses, permits, certificates and evidence of any governmental approvals, and a complete itemized schedule of all debts, obligations and liabilities which affect or relate to Purchaser copies the Premises and/or the Personal Property or the operation of the maintenance records Premises, certified as to its accuracy by Lessor and reports for any other documents relating to the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon Premises and/or the Personal Property, (ii) at Purchaser’s expenseor any part of the Premises and/or the Personal Property, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect or to the Property and made known operation of the Premises. If requested to Purchaserdo so by Lessee, (iii) not engage in any activities which would violate Lessor shall certify to the provisions correctness of any permit other such document or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants completeness of any such document or unreasonably interfere with their use production 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 Agreementdocuments.

Due Diligence Period. (a) During Purchaser’s agents, employees and independent contractors shall have the period right and privilege to enter upon the Real Property from and after the Effective Date to survey, inspect, and confirm the viability of the Real Property and the Personal Property, including, but not limited to, the right to (i) review of the utility capacity for the Real Property, (ii) review the location of utilities, (iii) building condition assessments, and (iv) conduct an environmental assessment (collectively, “Purchaser’s Studies”), all at Purchaser’s sole cost and expense. Purchaser may also apply for and receive any available incentives connected with the Real Property from all state and local governmental entities. Purchaser shall not contact or initiate any communication with tenants under any of the Leases without Seller’s written consent, which shall not be unreasonably withheld, conditioned, or delayed. Following written notice to Seller, Purchaser may meet with tenants that occupy at least 1,000 square feet. Prior to Purchaser or any agent, employee or independent contractor of Purchaser entering onto the Property to perform any inspections or tests, the Parties shall enter into an Access Agreement substantially similar in form and content to Exhibit P, attached hereto and made a part hereof. Copies of all of Purchaser’s Studies shall be furnished to Seller promptly upon receipt thereof by Purchaser only if so requested by Seller in writing. Purchaser agrees not to disclose Purchaser’s Studies or their results to any other persons or entities other than its employees, agents, attorneys, brokers, contractors, accountants, or other parties assisting Purchaser with the Transaction without the Seller’s prior written consent, which consent may be granted or withheld in the absolute discretion of Seller or unless Purchaser is required by law to disclose such information. Purchaser shall have from the Effective Date through January 15, 2021 (the “Due Diligence Period”) beginning on in which to make Purchaser’s Studies with respect to the Effective Date Real Property and ending at 5:00 p.m. Eastern time on November 19the Personal Property. In the event Purchaser in its sole discretion shall conclude that any aspect of the Property is not suitable for Purchaser in any respect, 2014 (Purchaser shall have the “Expiration right to elect, by written notice to Seller given prior to the expiration of the Due Diligence Period”), to terminate this Contract, in which event this Contract thereupon shall be deemed to be terminated and both Parties shall be released from any further liability hereunder, except as to those obligations which expressly survive. If Purchaser fails to give such notice of termination to Seller as provided in this Section 10(a) then, (i) Purchaser shall be conclusively deemed to have irrevocably waived any objections to the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection 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 except as to Seller’s consentrepresentations and warranties in this Contract, which Purchaser agrees to accept the Property “AS IS, WHERE IS, WITH ALL FAULTS.” Purchaser acknowledges that the Exxxxxx Money Deposit shall be credited towards the Purchase Price at the Closing or released to Seller may withhold or Purchaser pursuant to this Contract. Purchaser hereby covenants and agrees to defend, indemnify and hold harmless Seller and its respective officers, directors, employees, agents, representatives acting or purporting to act on behalf of Seller, beneficiaries, attorneys, subsidiaries, affiliates, partner, contractors, subcontractors, successors and assigns (“Seller’s Related Parties”), from and against any and all loss, liability, cost, claim, demand, damage, lien, penalty, fine, interest and expense (collectively. “Claims”) arising out of or in any manner related to the exercise by Purchaser of its sole discretionrights under this Section 10, further inspections unless such Claim is a result of the environmental condition negligent or willful acts or omissions of Seller, its agents, contractors or employees. Notwithstanding anything to the contrary contained in this Contract, the terms, provisions, conditions and indemnifications of this Section 10(a) shall survive the Closing and the delivery of the Property and Deed or the termination of this Contract until December 31, 2021 without 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)need to document such agreement. 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 foregoingUpon request, 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 deliver Purchaser’s requestStudies to Seller, and at no cost 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.. Real Estate Sale Contract 11

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 2021, 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, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect loss runs with respect to the Property Hotel for the three-year period prior to the Effective Date, and made known to any other materials reasonably requested by Purchaser, if any, either in Seller’s possession or prepared on Seller’s behalf (iii) not engage in any activities which would violate collectively, 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 “Due Diligence Material”). All of the Property pursuant Due Diligence Material is confidential to their respective Leases, (v) not unreasonably interfere Seller and shall be held confidential by Purchaser. in accordance with the operation 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 maintenance 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 Property, (vi) repair any damage 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 the Property resulting directly or indirectly from information in Purchaser’s activities at the Property and (vii) not disclose any confidential possession prior to disclosure to Purchaser by or on behalf of Seller or information except as permitted under this Agreement or required which is publicly available other than due to disclosure by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.

Due Diligence Period. Commencing on the Effective Date and continuing for sixty (a60) During the period days thereafter (the “Due Diligence Period”), Buyer, or its designees, shall be permitted, to enter, investigate, and inspect the Property and any and all documents, agreements, and/or other information affecting or related to the Property (“Property Documents,” as described below), which Property Documents Seller hereby agrees to provide to the Buyer within ten (10) beginning on days of the Effective Date Date. Prior to the Effective Date, Buyer may enter the property provided Xxxxx meets the following conditions. Buyer is hereby permitted to enter upon the Property during normal business hours to inspect the Property from time-to-time and ending at 5:00 p.m. Eastern time on November 19to gather such information and make such engineering and environmental studies, 2014 (the “Expiration surveys, inspections and other reasonable evaluations of the Due Diligence Period”), Purchaser Property as Buyer deems appropriate. Buyer shall have the right, upon a minimum of provide Seller with at least one (1) Business Day’s notice prior telephonic or written notice to Seller, to make a physical inspection of accessing the Property, including (i) and Seller may have a non-invasive representative present at each inspection of the environmental condition thereof and test. In connection with such non-invasive physical engineering inspections, Xxxxx agrees that prior to any such entry or testing, Buyer will obtain, maintain and provide Seller, or shall cause any consultant, contractor or other studies and tests on person entering the Property as Purchaser deems appropriate in its sole discretion to obtain, maintain and (ii) provide Seller, with Seller’s consent, which Seller may withhold in its sole discretion, further inspections proof 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 commercial general liability insurance (with policy limits in an amount of at least One Million Dollars ($1,000,000 per occurrence 1,000,000) combined, single limit coverage, naming Seller as an additional insured and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on provide a certificate evidencing 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 same to Seller prior to inspecting such entry. Further, Xxxxx will indemnify, defend and hold Seller harmless for, from and against any Tenant occupied portions and all claims, demands, liabilities, costs, expenses, damages and losses, cause or causes of the Propertyaction and suit or suits of any nature whatsoever (including mechanics’ liens) arising out of Buyer’s inspections under this Agreement. 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 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 Purchaseris damaged during any inspection, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to Xxxxx will restore the Property at Buyer’s sole cost and made known expense if this transaction does not close. Until any such restoration is complete, Buyer will take all steps necessary 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 ensure that any such damage to the Property resulting directly or indirectly from Purchaser’s activities at will not create any dangerous conditions on the Property Property. The foregoing restoration 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) indemnity provisions above shall will survive any expiration or earlier termination of this Agreement. Buyer shall also keep the Property free from any mechanics’ or materialmen’s liens caused by Xxxxx’s exercising its inspection rights under 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 Property. Seller agrees that it will not accept any offers to Purchaser, (iii) not engage in any activities which would violate purchase the provisions of any permit or license pertaining to subject property during 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 Agreementdue diligence period.

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, Seller’s company records, business plans, internal memoranda (including any internal evaluations of third-party reports 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”). The Documents and any other due diligence materials that are provided by Seller to Purchaser copies are being furnished for informational purposes only and without representation or warranty as to the accuracy or completeness of such materials, except as expressly set forth in Sections 9.1.5 and 9.1.6. From and after the Effective Date Purchaser and its consultants shall have the right to inspect the Property in accordance with the terms of the maintenance records 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 the 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 reports for absolute discretion) during the PropertyDue Diligence Period that the Property is acceptable to Purchaser, then prior to the end of the Due Diligence Period Purchaser may give Seller notice of acceptance of the Property (“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 shall (i) exercise reasonable care at all times that does not give Seller Notice of Acceptance prior to the end of the Due Schedule 9.3.6-114 1379426.v9 ImanageDB:4161238.11 Diligence Period, Purchaser shall be present upon deemed to have terminated this Agreement, whereupon Escrow Agent shall promptly refund 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 Earnest Money to Purchaser, (iii) not engage in and neither party shall have any activities which would violate the provisions of any permit further rights 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 obligations under this Agreement or required by applicable lawthe ROE except those which expressly survive termination of this Agreement or the ROE. Purchaser’s obligation right of inspection pursuant to clauses 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 (vi48) hours’ prior notice to Seller. Seller or Seller’s representative shall have the right to be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact any tenants or any third party to any Property Agreement without the prior consent of Seller (which shall not be unreasonably withheld or conditioned) and (vii) above Purchaser shall survive permit Seller to participate in any termination of this Agreementsuch contact.

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 rightright to complete a non-invasive 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. 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 and without any representation or warranty (except as provided for herein), all items requested on the 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 may request that other items be provided by Seller in addition to those specifically listed in Exhibit B, which items shall be mutually agreed upon a minimum by the Buyer and Seller in their reasonable discretion. During the Due Diligence Period, Buyer shall have reasonable access to the Property at all reasonable times during normal business hours for the purpose of one Business Dayconducting reasonably necessary tests, including, without limitation, surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that, when practicable, (a) Buyer will give Seller prior notice of any such inspection or test and (b) all such tests shall be conducted by Buyer in compliance with Buyer’s prior telephonic or written responsibilities set forth in Section 3.2 below. Buyer may contact and file permit applications with any governmental authorities required to obtain the permits and approvals described in Section 6.14 hereof. Seller shall cooperate with Buyer’s due diligence during normal business hours so long as Buyer gives at least twenty-four (24) hours’ notice to Seller, conducts such due diligence during normal business hours and is not disruptive to make a physical inspection the operation 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 business at the Property. At Purchaser’s requestthe election of Seller, and to the extent in Seller’s or the Company’s possession, a representative of 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 during any entry by Buyer or its representatives upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and Property for conducting 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 tests 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 Agreementinspections.

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 as Purchaser deems appropriate attached Exhibit C. Buyer may request that other items be provided by Seller in its sole discretion and (ii) with Seller’s consentaddition to those already requested or provided, which items shall be mutually agreed upon by the Buyer and Seller may withhold in its sole their reasonable discretion. During the Due Diligence Period, 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 Seller will be entitled to have a representative accompany Buyer on such inspection or test and (whether non-invasive or otherwiseb) 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 each Property, Buyer may make inquiries to third parties such as Existing Manager (provided, however, that from and after the Effective Date such contact will be limited to Xxxxx Xxxxx and Xxxx Xxxxx of the Existing Manager), Purchaser must deliver a certificate of insurance 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 such 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 Buyer may contact and file permit applications with any governmental authorities required to obtain the permits and approvals described in Section 7.8(a) hereof. Each Seller shall give no fewer than two Business Dayscooperate with Buyer’s due diligence during normal business hours so long as Buyer gives at least twenty-four (24) hours’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject such Seller, conducts such due diligence during normal business hours and is not disruptive to the provisions operation of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager such Seller’s business 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 applicable memory 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 Agreementfacility.

Due Diligence Period. For a period of forty five (45) days following the Effective Date ("Due Diligence Period"), Buyer shall be entitled to inspect the Property, to conduct such tests, surveys, analyses and feasibility studies of the Property as Buyer deems reasonably necessary, and to meet with governmental entities and other third parties regarding the Property. Buyer (and persons or entities authorized by Buyer) shall, subject to two (2) business days prior written notice to Seller and at times which will not unreasonably disturb Seller's business operations at the Motels, have the right and authority to go upon the Property, for inspection and investigations including, without limitation (a) During determining the period (the “Due Diligence Period”) beginning adequacy, cost and availability of utilities, water service, access, zoning and other restrictions 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 use of the Property and further physical (b) performing surveys, environmental and engineering studies and such other studies or investigations as Buyer desires. Buyer shall promptly repair and tests on restore the Property that are invasive to its original condition existing prior to entry or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater)inspection by Buyer. Prior to performing commencing any inspection invasive test or test (whether non-invasive investigation, including without limitation soil, water or otherwise)other sampling, Purchaser must deliver a certificate testing or analysis, drilling, boring, Buyer shall notify Seller in writing of insurance the scope and nature of the intended testing or investigation and shall obtain Seller's prior written consent thereto which consent may be given or withheld in Seller's reasonable discretion. Notwithstanding anything to the applicable Seller evidencing that Purchaser contrary herein, Buyer's duty of restoration, repair 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 indemnification under 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 4 shall survive any termination of this Agreement or the transfer of title as provided herein. Seller agrees to reasonably cooperate with Buyer in connection with the tests, investigation and inspection of the Property. Buyer shall indemnify, hold harmless and defend Seller and Seller's, affiliates, shareholders, agents, employees and officers from any and all liability, loss, cost, damage or expense (including without limitation, attorney's fees), of whatsoever nature relating to or in connection with any injury to persons or damage to property, where such injury or damage arises from or relates to the entry upon, occupation, use or inspection of the Property by Buyer, its agents, officers or employees; provided, however, Buyer's foregoing obligations shall not include any obligation or duty whatsoever with respect to claims (including claims that the Property has declined in value) arising out of, resulting from or incurred in connection with (a) the discovery or presence of any hazardous materials except to the extent such presence was caused by Buyer or its agents or (b) the results or findings of any tests or analyses of Buyer's environmental or other investigation of the Property. Buyer agrees to provide Seller, upon receipt, copies of all reports, investigations, studies, plans, surveys, appraisals and all of the materials or information it may obtain from its investigation of the Property; provided, however, any such materials delivered to Seller by Buyer shall be (i) without any representation or warranty of any kind by Buyer and (ii) subject to the rights of the parties preparing same. Additionally, Buyer, its agents, contractors, consultants, employees or invitees, shall treat all material and information regarding the Property obtained or derived from Seller or its investigation of the Property ("Confidential Information") as confidential and shall not disclose any Confidential Information prior to obtaining Seller's written consent. Notwithstanding the foregoing, Buyer may disclose such information (i) on a need-to-know basis to its employees or members of professional firms serving it in connection with this transaction (so long as Buyer instructs such parties to keep the information confidential pursuant to the terms of this section), (ii) as any court or other governmental agency may require in order to comply with applicable laws or regulations, (iii) if such information became generally available to the public other than as a result of an unauthorized disclosure by Buyer, (iv) if such information were known to Buyer or its representatives on a non-confidential basis prior to their disclosure to Buyer by Seller or its representatives or (v) if such information became available to Buyer or its representatives on a non-confidential basis from a source other than Seller, which was not known by Buyer to be prohibited from disclosing the same. In the event Buyer or its agents, contractors, consultants, employees or invitees are required by law to disclose any Confidential Information regarding the Property, as promptly as possible, Buyer shall (1) notify Seller in writing of the specific Confidential Information required to be disclosed, the specific law or laws requiring disclosure, and the persons, entities or agencies to whom disclosure is required and (2) reasonably cooperate with Seller's efforts to prevent disclosure of such Confidential Information. To the extent the following are in the possession or control of Seller as of the date of this Agreement, Seller shall promptly provide Buyer copies of the following (collectively, the "Documents and Materials"): (i) leases, contracts, licenses, permits and agreements affecting the Property, including without limitation any and all agreements affecting the Real Property relating to the provision of water to the Real Property, (ii) income and expense reports for the prior two (2) years including tax and utility expenses and bills, (iii) any repair xxxx exceeding Ten Thousand Dollars ($10,000.00) incurred since November 5, 1999, (iv) material warranties benefiting the Property, if any, (v) documentation concerning any Hazardous Materials (as defined below) and (vi) plans, specifications, engineering reports and soils reports. In addition to the foregoing, Seller shall also make available to Buyer for Buyer's review and inspection at the Property, the office of Seller or Seller's counsel or such other place as Seller may designate, any other information in Seller's possession or control relating to the ownership, use and/or operation of the Property; any such information made available to Buyer shall (a) be deemed to constitute part of the Documents and Materials and (b) be subject to the terms and restrictions set forth in this Agreement relative to such Documents and Materials. If Buyer determines, in its sole and absolute discretion, that the Property is not suitable for any reason, Buyer shall notify Seller and Escrow Agent in writing within one (1) business day following Buyer's decision not to proceed with the acquisition of the Property (but in no event later than the expiration of the Due Diligence Period) and upon such notice this Agreement shall terminate, and provided that Buyer has satisfied any other obligations arising in favor of the Property or Seller (including without limitation Buyer's obligation to restore or repair the Property following any investigation and testing conducted under this Section 4 and/or return any confidential information received in connection with the conduct of Buyer's due diligence and investigations), Escrow Agent shall return the Initial Deposit to Buyer within seven (7) days of receipt of such notice, and, except as otherwise expressly provided herein, neither Buyer nor Seller shall have any further obligations hereunder. Should Buyer fail to give such notice on or before the expiration of the Due Diligence Period, or if Buyer notifies Seller that the Property is suitable, Buyer's right to object pursuant to this Section 4 shall be waived and of no further force or effect, and Deposit shall be deemed fully-earned by Seller and shall be non-refundable to Buyer, subject to the terms and conditions of this Agreement. Only in the event the Close of Escrow does not thereafter occur because of Seller's default, the failure of a condition precedent to Buyer's obligation to close over or with respect to which Buyer has or had no control, the Deposit shall be returned to Buyer. Upon the Close of Escrow, the Deposit shall be credited toward payment of the Purchase Price. Escrow Agent shall at all times cause the Deposit (or such portion thereof as Escrow Agent may then hold) to be invested in a federally-insured, interest-bearing account for the benefit of Buyer.

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 Xxxxxxx 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, any investigation or testing approved by Seller in writing shall be deemed to have been exercised in due care and shall be deemed as to not have a material adverse effect on PHL's Business. The Purchaser shall give no fewer than two Business Days’ notice further agrees to have all communications regarding this Agreement a representative designated by Seller prior to inspecting and will not contact or in any Tenant occupied portions of way disclose the Property. Subject to the provisions subject matter of this Section 2.3, Purchaser upon prior notice Agreement to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s any of PHL's employees 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 Agreementclients.

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 on "). Promptly following the Contract Effective Date Date, Seller shall provide Purchaser with copies of all leases, licenses, occupancy agreements, services contracts, insurance policies, surveys, title policies, plans, specifications, bills and ending at 5:00 p.m. Eastern time on November 19material records, 2014 (the “Expiration agreements with governmental authorities and any other documents related to Seller's use, occupancy and ownership of the Due Diligence Period”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 rightright to engage an environmental consultant satisfactory to both Seller and Purchaser, upon a minimum of one Business Day’s prior telephonic or written notice to Sellerin their reasonable discretion, to make a physical inspection of perform the PropertyPhase II, including (i) a non-invasive inspection of the 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 condition thereof and consultant hereunder to perform 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)Phase IL In addition, Purchaser must deliver a certificate of insurance shall be entitled to the applicable Seller evidencing that Purchaser conduct groundwater sampling and its contractors, agents soil borings for geotechnical 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 environmental review purposes in connection with the presence of Purchaserimprovements Purchaser intends to construct (the "Soil Borings"), 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 subject to the further provisions of this Section 2.3, Purchaser upon prior notice Article VIII and subject additionally 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 's reasonable approval 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 location of the Property pursuant to their respective LeasesSoil Borings, (v) not unreasonably interfere with which shall include locations near 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 AgreementFuel Station.

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 to the state which existed prior to such destructive testing. If Purchaser desires to terminate this Agreement for any reason or no reason during the Due Diligence Period, Purchaser may terminate this Agreement pursuant to this Section 5(a) by sending written notice to the Seller on or before the Property that are invasive or could alter the physical condition expiration of the Property (including examination of materials, soil samplesDue Diligence Period, and groundwater)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 ACTIVE 61176122v9 this Agreement except those that expressly survive termination of the Agreement. Prior If Purchaser (y) does not elect to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance terminate this Agreement prior to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance expiration of the Due Diligence Period or (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregatez) 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’ delivers notice to Seller prior of Purchaser’s intention 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 acquisition, then this Agreement will remain in full force and effect and 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 Xxxxxxx Money 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 non-refundable 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 otherwise set forth in this Agreement.

Due Diligence Period. (a) During From the period Effective Date until July 24, 2020 (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 Purchaser, at its sole cost and expense, 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 conduct feasibility studies of the Property, including (i) a non-invasive including, without limitation, architectural, engineering, environmental, surveying, property inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property reports (collectively, “Due Diligence Studies”) as Purchaser deems appropriate in its sole discretion and (ii) necessary or appropriate. Seller shall reasonably cooperate 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 agents (which such term for all purposes of this Agreement shall be deemed to include third party consultants and 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 permitting reasonable access to the Property on terms to conduct the Due Diligence Studies. Such access shall be during normal business hours and in a manner that will not inconvenience or interfere with the business of Seller. Seller shall be entitled to have a representative present during any visits or tests. Purchaser shall reasonably satisfactory restore the Property to its condition prior to any such Due Diligence Studies and shall indemnify, defend and hold harmless Seller covering from any accident arising and all liability, loss, cost or damage suffered or incurred by Seller as a result of actions taken by or omissions of Purchaser or its agents, engineers or consultants in connection with their inspections and review of the presence Property; provided, however, that Purchaser shall have no liability or obligations for any matters discovered by such inspections, examinations, or testing. The aforementioned indemnity shall survive Closing or earlier termination of Purchaser, its contractors, agents and representatives on this Agreement. Seller acknowledges that Purchaser intends to conduct an investigation of the Property, which insurance shall name Seller may include examination of any 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 documentation with respect to the Property and made known to PurchaserProperty, (iii) not engage in any activities which would violate examination of the provisions of any permit or license pertaining title to the Property Property, conduct non-invasive tests to determine the presence or absence of Hazardous Materials, obtain a current as-built survey thereof, and made known to Purchaser, (iv) not unreasonably disturb determine the Tenants or unreasonably interfere with their use compliance of the Property pursuant to their respective Leaseswith all applicable laws, (v) not unreasonably interfere with the operation rules, codes 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 Agreementregulations.