Common use of Due Diligence Review Clause in Contracts

Due Diligence Review. During the Review Period, Purchaser shall be entitled to review the Due Diligence Materials delivered by Seller to Purchaser pursuant to the provisions of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used herein.

Due Diligence Review. Buyer shall have a period of up to thirty (30) days after Seller's repurchase of Five Flags Pipe Line Company from Five Flags Holding Company within which to complete its due diligence review of both Companies (the "Due Diligence Period") with respect to compliance with all applicable laws, rules, orders and regulations, environmental matters, personnel matters, legal matters and claims, operational matters, financial matters, and all other matters which could have a material and adverse affect upon any of Five Flags Pipe Line Company, H&W Pipeline Corporation, Buyer or Buyer's affiliate, Koch Gateway Pipeline Company (coxxxxtively the "Buyer's Group"). Buyer shall make a good faith effort to complete its due diligence within as short a period of time as reasonably possible. Commencing as of the date of this Agreement, Seller shall give the officers, attorneys, accountants and other authorized representatives of Buyer access, during normal business hours, to all the records and properties of H&W Pipeline Corporation relating to it and its business, including access to its physical properties. Upon Seller's reacquisition of Five Flags Pipe Line Company from Five Flags Holding Company, Seller shall give the officers, attorneys, and other authorized representatives of Buyer access, during normal business hours, to all the records and properties of Five Flags Pipe Line Company relating to it and its business, including access to its physical properties. To the extent that Seller can do so prior to its reacquisition of Five Flags Pipe Line Company, it shall provide Buyer with right-of-way information and other information, and if provided Buyer agrees to immediately commence and diligently proceed with right-of-way due diligence and all other due diligence which can be accomplished or partially accomplished with the information furnished by Seller prior to its reacquisition of Five Flags Pipe Line Company. During the Review Period, Purchaser shall be entitled to review the Due Diligence Materials delivered by Period, Seller to Purchaser pursuant will furnish the representatives of Buyer with all such information as such representatives may reasonably request, and shall cause the employees, accountants and attorneys of Seller and the Companies, to the provisions extent reasonably possible, to cooperate with such representatives in connection with such review and examination, and to make full disclosure to Buyer of Section 4.1 aboveall material facts affecting the Companies' Assets. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration When undertaking visual inspections of the Review PeriodFive Flags Pipe Line System, whereupon this Agreement the H&W Pipeline or other properties of the Companies, a Seller representative shall automatically be rendered null accompany Buyer's representatives responsible for such inspections. Notwithstanding the foregoing, Buyer shall not unduly or unreasonably disrupt or interfere with the conduct of the Companies, and voidBuyer shall assume all risks involved in entering upon the Five Flags Pipeline System, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser H&W Pipeline, and thereafter neither Party shall have any further obligations or liabilities to of the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration properties of the Review PeriodCompanies. Further, but Seller Buyer shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defectindemnify, deficiency or encumbranceprotect, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to defend and hold Seller and simultaneously paying Seller the sum Companies harmless from any liens, claims, losses, liabilities, costs and expenses arising out of One Hundred Dollars ($100.00) on Buyer's exercising any right of access granted hereunder, including, without limitation, any claims, losses, and liabilities resulting from bodily injury or death to persons or damage to property sustained by any party as a result of the earlier of: (a) within three (3) Business Days after the expiration exercise of said specified time period, or (b) the Closing DateBuyer's right of access. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth Buyer's indemnity contained in this Section 4.210 shall survive the rescission, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Propertycancellation, and to have waived any such defect, deficiency termination or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used herein.consummation of this Agreement; (b)

Due Diligence Review. During BOP shall have a period of twenty-five (25) days from February 24, 1998 (the Review Period"Effective Date") (the twenty-fifth (25th) such day after the Effective Date being the "Inspection Termination Date") to complete its due diligence review, Purchaser examination, and inspection of all matters pertaining to its acquisition of the Assets, including, without limitation, the Tenant Leases, service agreements, survey, and all financial physical, environmental, and compliance matters and conditions respecting the Assets. BOP shall be entitled conduct its due diligence review, inspections, and examinations in a manner so as to review not cause damage, loss, cost, or expense to Transferors, the Due Diligence Materials delivered by Seller Assets, or the tenants of the Assets and so as to Purchaser not interfere with or disturb any tenant at the Assets, and BOP will indemnify, protect, defend, and hold Transferors harmless from and against any such damage, loss, cost or expense. The foregoing indemnity shall survive Closing or the termination or cancellation of this Agreement. Without limitation of the foregoing, in no event shall BOP contact any tenant of the Assets without Transferors' express written consent. BOP shall procure comprehensive general liability insurance in connection with its investigations of the Assets and its entry thereon pursuant to the provisions of Section 4.1 abovethis paragraph, with limits, coverage and from an insurer reasonably satisfactory to Transferors and with Transferors named as an additional named insured thereunder. If Purchaser shallTransferors shall have the right, at their option, to cause a representative of Transferors to be present at all inspections, reviews, and examinations conducted hereunder. BOP, at its expense, shall promptly deliver to Transferors true, accurate, and complete copies of any written reports relating to the Assets prepared for or on behalf of BOP by any reason third party. BOP shall keep all information or data received or discovered in Purchaser's sole connection with any of the inspections, reviews, or examinations strictly confidential in accordance paragraph 13G hereof. On or prior to the Inspection Termination Date, if BOP has determined in the exercise of its reasonable discretion, judgment and opinionthat the Assets are not suitable for its purposes, disapprove or be dissatisfied with any aspect of such informationthen, or the Propertyon notice to Transferors, then Purchaser shall be entitled to it may terminate this Agreement by giving written notice thereof to Seller on or before the expiration and receive a return of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or Deposit in accordance with the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration provisions of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Dateparagraph 10. In the event Purchaser fails such a notice is not tendered to exercise its option Transferors on or prior to terminate this Agreement within the time and in the manner set forth in this Section 4.2Inspection Termination Date, then Purchaser BOP shall be deemed to have accepted and approved the Due Diligence Materials and the Propertywaived its rights pursuant to this paragraph, and shall proceed to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinClosing hereunder.

Due Diligence Review. During For a period of one hundred twenty (120) days following the Effective Date (the “Initial Due Diligence Period”), Buyer, at its sole cost and expense, shall conduct its due diligence review of the Property (“Due Diligence Review”). Within three (3) business days after the full execution of this Agreement, Seller will provide Buyer with copies of all existing title reports, surveys, environmental and geotechnical studies, evidence of zoning and copies of any permits or variances related thereto and other reports or studies affecting the Property in Seller’s possession. Buyer’s Due Diligence Review Periodmay include, Purchaser in Buyer’s sole discretion, without limitation, inspections by Buyer and its agents of the Property’s soil, all environmental conditions affecting the Property and all other matters affecting the feasibility or suitability of the Property for Buyer’s intended purpose. Buyer shall be entitled have the entire Due Diligence Period to review perform and complete the Due Diligence Materials delivered Review. During the Due Diligence Period, Seller shall deliver to Buyer any items in Seller’s or Seller’s agents’ possession or control or reasonably obtainable by Seller to Purchaser pursuant to or Seller’s agents and requested by Buyer. Seller shall cooperate with Buyer in good faith in connection with Buyer’s Due Diligence Review of the provisions Property. Further, at any time after the Effective Date, Buyer and its agents, employees, contractors and representatives shall have the right, privilege and license of Section 4.1 above. If Purchaser shallentering upon the Property for the purpose of making soil test borings, for utility studies, surveys, asbestos and hazardous waste studies, feasibility studies, engineering studies and any reason other studies and investigations as Buyer deems necessary or desirable in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied connection with any aspect its investigation of such information, or the Property, then Purchaser shall be entitled all in accordance with the terms and conditions of this Agreement. Buyer agrees to terminate this Agreement restore any damage done to the Property by giving written notice thereof to Seller Buyer or anyone acting on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party Buyer’s behalf in making such inspections. Buyer shall have the right, upon notice to Seller, to extend the Due Diligence Period for two (2) additional thirty (30) day periods to obtain site plan permits and approvals, building approvals, any further obligations or liabilities necessary re-zoning approvals such that the operation of a branch banking facility, together with driving-through banking lanes, on the Property will comply with any and all applicable use restrictions affecting the Property, and any approvals from all applicable regulatory authorities (including but not limited to the other hereunder. AlternativelyFDIC and the State Banking Department), Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure provided that Buyer shall have applied for such matter approvals prior to the expiration of the Review Initial Due Diligence Period, but Seller . The first extension shall have no obligation be hereinafter referred to remedy or cure any such matters objected as “Extension One” and the second extension shall be hereinafter referred to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved as “Extension Two” and together with the Initial Due Diligence Period shall be referred to as the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller “Due Diligence Period.” Buyer shall deposit an additional Ten Thousand and simultaneously paying Seller the sum of One Hundred No/100 Dollars ($100.0010,000.00) on (respectively, “Extension One Xxxxxxx Money” and “Extension Two Xxxxxxx Money”) upon the earlier of: (a) within three (3) Business Days after the expiration exercise of said specified time periodeach extension option, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2which such additional deposits once made, then Purchaser shall be deemed to have accepted and approved become part of the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinXxxxxxx Money.”

Due Diligence Review. (a) During the Review Due Diligence Period, Purchaser shall be entitled to review the all Due Diligence Materials delivered by Seller Materials, and, at its sole cost and expense, examine, inspect and investigate the Property to Purchaser pursuant determine whether it is acceptable to the provisions of Section 4.1 abovePurchaser. If Purchaser shall, for any reason in Purchaser's ’s sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall shall, subject to earlier deadlines prescribed by Section 4.2(b) hereof, be entitled to terminate this Agreement and to the return of its Xxxxxxx Money Deposit by giving written notice thereof to Seller on or before the expiration of the Review Due Diligence Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder, except for those obligations surviving termination hereof. AlternativelyPurchaser covenants with Seller, which covenants shall survive termination hereof, that it shall repair and restore any damage or alteration to the Property occurring during the course of inspections by Purchaser may give written notice setting forth or any defectof its agents, deficiency and Purchaser agrees to and shall indemnify, hold harmless and, should Seller elect, defend Seller, its agents, representatives and designees from and against any and all claims for death or encumbrance injury to persons or property arising out of or in connection with Purchaser’s (or its successors, assigns, agents, representatives and specify a time within which designees) activities upon or around the Property, together with any loss or damage Seller may remedy or cure such matter incur from any liens, costs, (including attorneys fees), expenses, liabilities and damages arising therefrom. Purchaser shall provide Seller with certificates evidencing the comprehensive general liability insurance policies which shall be maintained by Purchaser and each consultant which Purchaser will have present on the Property in connection with its investigation upon the Property prior to the expiration date of entry upon the Property, with limits, coverage and insurer under such policies being reasonably satisfactory to Seller. All third party consultants employed by Purchaser in connection with Purchaser’s investigation of the Review PeriodProperty shall be reputable, but maintain adequate levels of insurance, and otherwise be satisfactory to Seller, acting reasonably. Purchaser shall conduct its due diligence investigation of the Property in a manner that will not interfere with the day-to-day operations of the Property and without disturbance to any tenant of the Property. Purchaser shall not engage in any onsite examination of the Property nor engage in any communications with any tenant (or any employee of tenant) or with any employee or contractor of Seller, or any service provider, claimant or person asserting any claim against Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defectwithout first notifying Xxxxxxx Xxxxxxxxx, deficiency or encumbrancerepresentative of Seller, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement that Purchaser desires to communicate with Tenant. Seller shall, at its option, have the option right to cause a representative of Purchaser, terminate as provided in this Section; said option to terminate Seller to be exercisedpresent at all such inspections, if at all, by Purchaser giving written notice thereof to Seller examinations and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereincommunications.

Due Diligence Review. During Buyer, its agents, representatives and employees may, during reasonable business hours and on notice to Seller, during a period commencing on the Review Period, Purchaser shall be entitled to review date hereof and expiring ninety (90) days after the Due Diligence Materials delivered by Seller to Purchaser date Seller’s Deliveries pursuant to Article 5 A(v) are received by Buyer (the provisions “Inspection Period”), inspect, audit and copy the Seller’s Deliveries. Provided that if Buyer has not obtained all final (not subject to challenge or appeal and recorded if applicable) necessary governmental approvals and permits (including site plan approval, zoning approval and building permits) satisfactory to Buyer for Buyer’s subdivision of Section 4.1 above. If Purchaser shallthe Overall Parcel and its anticipated development of the Subject Premises for the Intended Purpose by the end of the Inspection Period (the “Approvals”), Buyer may extend the Inspection Period up to four (4) times for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement thirty (30) days each by giving written notice thereof to Seller on or before the expiration last day of the Review then existing Inspection Period and pay Seller $1,000. Per extension. If Buyer elects to extend the Inspection Period, whereupon this Agreement $1,000 per extension shall automatically be rendered null subtracted from the principal amount of the Note and voidmortgage and treated in accordance with the terms contained therein. Seller shall notify Buyer when Seller believes Seller has made all of Seller’s Deliveries, and within two business days thereafter Buyer shall either verify in writing that Buyer has received all moneys of Seller’s Deliveries or notify Seller in writing as to which of Seller’s Deliveries Buyer believes Buyer has not received. Once all Seller’s Deliveries have been delivered received by Purchaser Buyer, Buyer shall acknowledge such to Seller. In addition, Buyer, its agents, representatives and employees (including an independent engineer/surveyor) shall have access to the Subject Premises during normal business hours and on notice to Seller for purposes of obtaining a survey (the “Survey”) of the Subject Premises, a physical inspection of the Subject Premises, including one or more reports from other engineering companies (the Title Company “Engineering Reports”), and a Phase I environmental report, the scope and level of detail of which shall be immediately returned satisfactory to Purchaser Buyer, prepared by a qualified environmental consultant acceptable to Buyer and thereafter neither Party shall have addressed to Buyer (the “Environmental Report”), as well as any further obligations other inspections called for by such Environmental Report or liabilities to the other hereunderEngineering Reports. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration Buyer’s review of the Review PeriodSeller’s Deliveries and other inspections and items referred to in this Article is referred to as Buyer’s “Due Diligence Review.” and shall be at Buyer’s sole expense. Buyer shall indemnify and hold Seller harmless from any and all damage caused by Buyer or its independent contractors, but Seller agents, representatives or employees in conducting such Due Diligence Review; provided that Buyer shall have no obligation to remedy for any pre-existing conditions or cure any such matters objected to by Purchaserthe discovery thereof. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved Buyer shall restore the Real Estate to the satisfaction condition in which it existed as of Purchaser, in Purchaser's sole discretion, within the time period specified date of this Agreement. Before entry onto the Subject Premises Buyer shall provide a certificate of insurance acceptable to Seller from an insurance company authorized to do business in the written notice, this Agreement State of New Jersey having a rating of AAA. Buyer shall, at Buyer’s sole expense, take all such actions as are necessary to legally subdivide the option Subject Premises from the Retained Property such that the Subject Premises shall be a separate legal parcel that is taxed as of the next assessment date and is in compliance with all subdivision and other applicable laws and ordinances as an independent real estate parcel and shall provide Seller with evidence thereof (collectively, the “Subdivision”). It shall be a condition to Seller’s and Buyer’s obligation to close that such Subdivision has been effectuated and that the Title Policy shall at Buyer’s expense include subdivision and separate tax parcel endorsements. Buyer shall also, at Buyer’s sole expense, obtain final site plan approval and all variances desired by Buyer for the Intended Purpose. Buyer shall also be responsible, at its sole expense, to fulfill each of the conditions contained in the subdivision and site plan approvals and to obtain all other government permits and approvals desired by Buyer, or required, for the Intended Purpose. Seller hereby agrees to cooperate with Purchaser, terminate as provided its agents, representatives and employees, including but not limited to executing forms or applications required in this Section; said option to terminate to be exercisedfurtherance of the subdivision and approval for the Intended Purpose. If the Purchaser does not close title within thirty (30) days of the end of the Due Diligence Period, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller shall have the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option right to terminate this Agreement within in which event the time $200,000. deposit shall be promptly returned to Purchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return the deposit monies to the Seller, the terms of the Note and mortgage shall commence. In addition, each Party shall have recourse to all remedies available to it at law and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinequity.

Due Diligence Review. During Buyer shall have the Review Periodright to review, Purchaser as described in Exhibit VI hereto, the Eligible Assets Seller proposes to sell to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Assets as Buyer determines (“Pre-Purchase Due Diligence”). Buyer shall be entitled to review make a determination, in the Due Diligence Materials delivered by Seller to Purchaser pursuant to the provisions exercise of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's its sole discretion, judgment and opinionthat, disapprove in the case of a Transaction, it shall or shall not purchase any or all of the assets proposed to be dissatisfied sold to Buyer by Seller. Buyer shall inform Seller of its approval of the deliverables required in accordance with any aspect of such informationExhibit VI attached hereto. Not less than two (2) Business Days prior to the requested Purchase Date for the Transaction, or the PropertyBuyer shall approve an Eligible Asset in accordance with Exhibit VI hereto, then Purchaser which approval shall be entitled revocable in Buyer’s sole discretion prior to terminate this Agreement Buyer’s execution and delivery of the Confirmation on the Purchase Date. On the Purchase Date for the Transaction, which shall occur upon Buyer’s and Seller’s execution of a Confirmation with respect to an Eligible Asset, the Eligible Assets shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Upon the approval by giving written notice thereof Buyer of a particular proposed Transaction, Buyer shall deliver to Seller a signed copy of the related Confirmation described in clause (iii) above, on or before the expiration scheduled Purchase Date of the Review Periodunderlying proposed Transaction, whereupon this Agreement which shall automatically be rendered null and void, serve as evidence that all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities conditions relating to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate Proposed Transactions (as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2Article 3(a) or 3(b) or Exhibit VI, then Purchaser shall be deemed or elsewhere, as applicable) have been satisfied or waived by Buyer. Prior to have accepted and approved the Due Diligence Materials and the Propertyapproval of each proposed Transaction by Buyer, and to have unless otherwise waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used herein.by Buyer:

Due Diligence Review. During Assignee acknowledges that Assignee had the Review Periodopportunity, Purchaser shall be entitled to review the Due Diligence Materials delivered by Seller to Purchaser pursuant prior to the provisions Effective Date, to review, through the website maintained by Xxxxxxx Datasite which has been made available to Assignee: (i) copies of Section 4.1 above. If Purchaser shallthe Note, the Deed of Trust and the Loan Documents for each Loan, (ii) financial statements of the borrower or any reason in Purchaser's sole discretionguarantors under each Loan, judgment if any, and opinion, disapprove or be dissatisfied with any aspect of such information, or (iii) title information pertaining to the Property, then Purchaser shall be entitled if any. In addition, Assignee had the opportunity to terminate this Agreement by giving written notice thereof independently investigate and/or determine the enforceability of (i) the Note, the Deed of Trust and the Loan Documents for each Loan, (ii) the status of entitlements and economic feasibility for each Property subject to Seller a Deed of Trust, (iii) a current preliminary title report for each Property subject to a Deed of Trust showing the status of title to the Property and (iv) all other matters deemed pertinent to Assignee in determining whether to purchase the Note and the Loan Documents for each Loan. Assignee acknowledges that, except as expressly set forth in Section 6 below, Assignor makes no representation or warranty, express or implied, as to the accuracy or completeness of any documents made available to Assignee for review on the Xxxxxxx Datasite website, the condition of title of any Property subject to a Deed of Trust or before the expiration priority of the Review Period, whereupon this Agreement lien of any Deed of Trust. Assignee shall automatically be rendered null and void, all moneys which have been delivered by Purchaser make its own investigation as to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter matters prior to the expiration Closing. Assignee acknowledges that Assignor shall provide to Assignee actual physical copies of only the Loan Documents itemized in Exhibit A to this Agreement. Assignee shall obtain copies of all of the Review Period, but Seller shall have no obligation other documents and files itemized on the Xxxxxxx Datasite website pertaining to remedy or cure any each Loan exclusively by obtaining electronic copies from that website. Assignee is accordingly authorized to download and retain all such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved materials from Xxxxxxx Datasite pertaining to the satisfaction Loans commencing with the Closing. Assignor shall maintain Assignee’s access to the website for a period of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars least one ($100.001) on the earlier of: (a) within three (3) Business Days calendar week after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails , in order to exercise its option allow Assignee reasonable access to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereincopies upon Closing.

Due Diligence Review. During Purchaser acknowledges that it and its representatives have been permitted access to information regarding the Review PeriodAcquired Assets, the Wholesale Business and the Wholesale Customers that it and its representatives have desired or requested to see or review, and that it and its representatives have had an opportunity to discuss the Acquired Assets, the Wholesale Business and the Wholesale Customers with the officers and employees of Seller. Notwithstanding the foregoing, Purchaser shall be entitled acknowledges and agrees that, other than the representations and warranties set forth in Article IV and the Seller Disclosure Schedule, there are no other representations or warranties of the Seller or any other person, either expressed or implied, with respect to review the Due Diligence Materials Seller, the Wholesale Business or its prospects, or the transactions contemplated by this Agreement, and Purchaser acknowledges that it has made its own investigation of the Seller and the Wholesale Business and is not relying on any implied warranties or any representation or warranty as to the prospects (financial or otherwise) of the Seller or the Wholesale Business, except as otherwise expressly provided in Article IV or the Seller Disclosure Schedule. Purchaser acknowledges that Seller is not making any representation or warranty to Purchaser with respect to (A) the “due diligence” documents or any management presentations (except, with respect to each, to the extent expressly contained in Article IV or the Seller Disclosure Schedule), or (B) any financial projection or forecast relating to the Acquired Assets, the Wholesale Business, or the Wholesale Customers (except, in each instance, to the extent expressly contained in Article IV or the Seller Disclosure Schedule). With respect to any projection or forecast delivered by or on behalf of Seller to Purchaser pursuant and their representatives, Purchaser acknowledge that (i) there are uncertainties inherent in attempting to the provisions of Section 4.1 above. If Purchaser shallmake such projections and forecasts, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration (ii) they are making their own evaluation of the Review Period, whereupon this Agreement shall automatically be rendered null reasonableness of all such projections and void, all moneys which have been delivered by Purchaser forecasts furnished to Seller or the Title Company shall be immediately returned to Purchaser them and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller (iii) they shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to claim against the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinwith respect thereto.

Due Diligence Review. During Seller shall make available to Buyer at Seller’s offices located in Sunnyvale, California within five (5) days of the Review PeriodEffective Date, Purchaser upon reasonable prior notice and during normal business hours, any and all records and correspondence in Seller’s possession or control related to the Property (the “Property Files”). Buyer shall be entitled to review and approve the Due Diligence Materials delivered Items by Seller to Purchaser pursuant to the provisions of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof delivering to Seller on or before the expiration of the Review PeriodApproval Notice as described in paragraph (f), whereupon this Agreement shall automatically be rendered null and voidbelow, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Due Diligence Period. Buyer acknowledges that the Due Diligence Items and other similar documentation provided by Seller hereunder, if any, were prepared from a variety of sources and Seller is providing such documentation solely as an accommodation and Seller is not making any representations, warranties or guarantees regarding the contents thereof, including, but not limited to, the accuracy or completeness of the information contained therein except as expressly set forth in this Agreement. Therefore, Buyer is not permitted to rely on the Due Diligence Items or any similar documentation provided by Seller hereunder, if any, and/or information contained therein except as expressly set forth in this Agreement. Buyer covenants, represents and warrants to Seller that Seller shall have no liability to Buyer or any of Buyer’s officers, directors, shareholders, partners, members, affiliates, agents, employees and/or representatives in any manner arising from the use or reliance on the Due Diligence Items by Buyer or any of Buyer’s officers, directors, shareholders, partners, members, affiliates, agents, employees and/or representatives. In addition to the delivery to make available Buyer of the Due Diligence Items, Seller agrees to make available to Buyer for review (and photocopying at Buyer’s cost) at the Property or such other location as reasonably designated by Seller, upon not less than twenty-four hours prior written notice from Buyer to Seller, all other documents in Seller’s files pertaining to the Property (but excluding any marketing studies, financing documents, Seller’s internal memoranda, attorney-client privileged documents, any proposals, letters of intent, draft purchase and sale agreements and the like prepared by or for other prospective purchasers of the Property or any portion thereof, any document that would disclose Seller’s cost of acquisition of the Property, information relating to the Seller itself including, without limitation, Seller’s organizational documents, correspondence or emails between Seller and its attorney concerning this Agreement or the sale of the Property or any other confidential or proprietary information). Subject to Xxxxx’s rights set forth in this Section, Xxxxx understands that Seller may not be providing Buyer with access to all information in Seller’s possession or control related to the Property, but Seller shall have no obligation disclose and deliver to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved Buyer all material facts and information to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, extent required by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinapplicable law.

Due Diligence Review. During the Review Period, Purchaser shall be entitled to review the Due Diligence Materials delivered by Seller to Purchaser pursuant to the provisions of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used herein.and

Due Diligence Review. During Buyer shall have the Review Periodright to review and inspect the Assets and the Assumed Liabilities and to conduct, Purchaser at Buyer's sole cost and expense, such other due diligence as Buyer shall deem appropriate. Sellers shall cooperate with Buyer by promptly providing reasonable access to the Assets and all information and materials reasonably requested by the Buyer in connection therewith and the Assumed Liabilities, all of which shall be entitled to review the Due Diligence Materials delivered by Seller to Purchaser pursuant subject to the provisions Confidentiality Agreement referenced below. Such inspections shall be conducted by Buyer on business days during normal business hours, unless otherwise agreed; provided, however, that in order to minimize disruption of Section 4.1 above. If Purchaser shallSellers' business, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied Buyer shall have no contact with any aspect employee of either Seller (except senior management) without the prior coordination of such information, or contact through the Property, then Purchaser respective Seller. Such due diligence review shall be entitled completed within fourteen (14) days after the completion of the 1996 financial audit as set forth in Section 7, but in no event before January 31, 1997 (assuming Sellers' cooperation as set forth above) (the "DUE DILIGENCE TERMINATION DATE") and, notwithstanding any disclosures set forth on SCHEDULE G, Buyer shall have the right to terminate this Agreement by giving written notice thereof to Seller the Sellers on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller Due Diligence Termination Date if Buyer's due diligence reveals questions or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaserissues, in PurchaserBuyer's sole discretion, within as to the time period specified in nature or worth of the written noticeAssets, this Agreement shallthe nature or extent of the Assumed Liabilities, at the option viability of Purchasereither of the Seller's business, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum collectability of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time periodSellers' accounts receivable, or (b) any other matter impacting the Closing Datetransactions contemplated herein. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner is terminated pursuant to this Section 6, Buyer shall have no further liabilities or obligations to Sellers other than as set forth in this Section 4.2, then Purchaser herein and the MIC-NH Deposit and MIC-ME Deposit shall be deemed refunded to have accepted Buyer within ten (10) days. In the event that this Agreement is terminated for any reason, the Buyer shall promptly return all such information and approved materials to the Due Diligence Materials respective Sellers and Buyer shall continue to be bound by the Propertyterms of that certain July 26, and 1996, Confidentiality Agreement with respect to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereininformation.

Due Diligence Review. During For a period of seventy-five (75) days following the Effective Date (the “Initial Due Diligence Period”), Buyer, at its sole cost and expense, shall conduct its due diligence review of the Property (“Due Diligence Review”). Within three (3) business days after the full execution of this Agreement, Seller will provide Buyer with copies of all existing title reports, surveys, environmental and geotechnical studies, evidence of zoning and copies of any permits or variances related thereto and other reports or studies affecting the Property and in Seller’s possession. Buyer’s Due Diligence Review Periodmay include, Purchaser in Buyer’s sole discretion, without limitation, inspections by Buyer and its agents of the Property’s soil, all environmental conditions affecting the Property and all other matters affecting the feasibility or suitability of the Property for Buyer’s intended purpose. Buyer shall be entitled have the entire Due Diligence Period to review perform and complete the Due Diligence Materials delivered Review. During the Due Diligence Period, Seller shall deliver to Buyer any items in Seller’s or Seller’s agents’ possession or control or reasonably obtainable by Seller to Purchaser pursuant to or Seller’s agents and requested by Buyer. Seller shall cooperate with Buyer in good faith in connection with Buyer’s Due Diligence Review of the provisions Property. Further, at any time after the Effective Date, Buyer and its agents, employees, contractors and representatives shall have the right, privilege and license of Section 4.1 above. If Purchaser shallentering upon the Property for the purpose of making soil test borings, for utility studies, surveys, asbestos and hazardous waste studies, feasibility studies, engineering studies and any reason other studies and investigations as Buyer deems necessary or desirable in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied connection with any aspect its investigation of such information, or the Property, then Purchaser shall be entitled all in accordance with the terms and conditions of this Agreement. Buyer agrees to terminate this Agreement restore any damage done to the Property by giving written notice thereof to Seller on Buyer or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party anyone acting in Buyer’s behalf in making such inspections. Buyer shall have the right, upon notice to Seller, to extend the Due Diligence Period for one (1) additional thirty (30) day period to obtain site plan permits and approvals, building approvals, any further obligations or liabilities necessary re-zoning approvals such that the operation of a branch banking facility, together with drive-through banking lanes, on the Property will comply with any and all applicable use restrictions affecting the Property, and any approvals from all applicable regulatory authorities (including but not limited to the other hereunder. AlternativelyFDIC and the State Banking Department), Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure provided that Buyer shall have applied for such matter approvals prior to the expiration of the Review Initial Due Diligence Period, but Seller . The extension shall have no obligation be hereinafter referred to remedy or cure any such matters objected as the “Due Diligence Period Extension” and together with the Initial Due Diligence Period shall be referred to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to as the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller “Due Diligence Period.” Buyer shall deposit an additional Ten Thousand and simultaneously paying Seller the sum of One Hundred Dollars No/100 ($100.0010,000.00) on upon the earlier of: (a) within three (3) Business Days after the expiration exercise of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the PropertyPeriod Extension, and to have waived any which such defectadditional deposit once made, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in and become part of the term "Permitted Exceptions" as used hereinXxxxxxx Money.

Due Diligence Review. During the Review Period, Period Purchaser shall be entitled to review the Due Diligence Materials delivered or made available by Seller to Purchaser pursuant to the provisions of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company (other than the Independent Consideration) shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to (before or after the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser). If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the such written notice, this Agreement shall, at the option of Purchaser, shall automatically terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written section. If no such notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2is timely given, then Purchaser shall be deemed to have accepted and approved waived its right to so terminate. Purchaser shall treat the Due Diligence Materials as confidential and shall use them solely for the purpose of evaluating the Property. If this Agreement is terminated, and Purchaser shall promptly redeliver to have waived any such defect, deficiency or encumbrance, and to have accepted Seller all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinDue Diligence Materials .

Due Diligence Review. During Purchaser, at Purchaser's sole cost and expense, shall conduct a due diligence review (the Review Period"Due Diligence Review") of the Property to determine its suitability for Purchaser's intended use. In this regard, Purchaser and its representatives shall be entitled have the right at reasonable times and upon reasonable notice to review Seller, and subject to the rights of existing residents, to enter upon the Real Property at Purchaser's own cost and expense for the purpose of viewing the Real Property and performing other studies and inspections (including, without limitation, structural, mechanical, soils, seismic, hazardous/toxic and feasibility/economic studies). Purchaser shall hold Seller harmless from any liability resulting from Purchaser's entry onto the Real Property. Purchaser shall also determine during the Due Diligence Materials delivered by Seller Review, the probability of obtaining all necessary licenses to operate the Property. Purchaser shall complete the Due Diligence Review within thirty (30) days after the Effective Date (the "Due Diligence Review Period"). In the event this Agreement is terminated pursuant to this Section, Purchaser agrees to deliver to Seller, without warranty of any kind, copies of inspection reports, appraisals, and environmental audits and surveys, if any, received by Purchaser with respect to the provisions Real Property prior to termination of Section 4.1 abovethis Agreement. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration of the Due Diligence Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaserindicates, in Purchaser's sole discretiondiscretion and judgment, that the Property is suitable for Purchaser's intended use, Purchaser shall so notify Seller and Escrow Agent in writing (the "Suitability Notice") within the time period specified in Due Diligence Review Period. If Purchaser fails to give a Suitability Notice or gives a non-suitability notice within the written noticeDue Diligence Review Period, this Agreement shall, at shall terminate and Escrow Agent shall immediately return the option Initial Deposit (with interest) to Purchaser. Seller hereby certifies that it has delivered to Purchaser all of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) items listed on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term EXHIBIT "Permitted Exceptions" as used hereinB".

Due Diligence Review. During Purchaser hereby acknowledges that Purchaser has completed its due diligence review of the Review PeriodProperty as provided in Section 5.2 of the Agreement, and hereby waives its right to object to matters disclosed by Purchaser's due diligence review and to terminate the Agreement due to Purchaser's disapproval thereof as provided in Section 5.2. Notwithstanding the foregoing, nothing set forth herein shall be deemed a waiver by Purchaser of its objections to certain matters set forth in the PTR and Survey, and Purchaser shall retain each and all of its rights under the Agreement with respect the Objectionable Matters set forth in (i) those certain memoranda dated July 9, 1997 and July 25, 1997 from Celia M. Keller of Gibson, Dunn & Crutchex XXX, xx xxxxxf of Xxxxxasxx, to Xxxxxxx Title Insurance Corporation and Seller and (ii) that certain memorandum dated July 18, 1997 from Celia M. Keller of Gibson, Dunn & Crutchex XXX, xx xxxxxf of Xxxxxasxx, to Xxxxxxx-Landino Design Group and Seller (xxxxxxxxxxxx, xhe "Title and Survey Notices"). In addition to the matters disclosed in the Title and Survey Notices, Purchaser shall be entitled to review the Due Diligence Materials delivered by Seller to Purchaser pursuant hereby objects to the provisions condition of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect the number of such information, or parking stalls at the Property, then Purchaser shall be entitled and reserves its right to terminate this the Agreement by giving written notice thereof to Seller in the event that Purchaser does not receive, on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of Closing, evidence acceptable to Purchaser in its sole discretion that the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, parking at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing DateProperty complies with all applicable laws. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner Nothing set forth in this Section 4.2, then Purchaser 2 shall waive or be deemed a waiver by either party of the conditions to have accepted and approved Purchaser's or Seller's obligation to close the Due Diligence Materials and transaction as contemplated by the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinAgreement.

Due Diligence Review. During Buyer’s obligation to purchase the Review PeriodProperty is conditioned upon Buyer’s review and approval, Purchaser shall be entitled to review the Due Diligence Materials delivered by Seller to Purchaser pursuant to the provisions of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, Due Diligence Period and in Purchaser's Buyer’s sole discretion, within of all matters pertaining to the time period specified in physical, structural, electrical, mechanical, soil, drainage, environmental, economic, tenancy, zoning, land use and other governmental compliance matters and conditions respecting the written noticeProperty, this Agreement shallincluding without limitation the Due Diligence Items (as defined below), at the option of Purchaser, terminate all as provided in this Section; said option Section 4(b). Within five (5) days following the Effective Date, Seller shall provide Buyer with the items listed on Exhibit F attached hereto (the “Due Diligence Items”). Seller shall use commercially reasonable best efforts to terminate vacate the Real Property by fourteen (14) days following the Effective Date, and permit full access to be exercised, if the Buyer for purposes of completing Due Diligence review. All references herein to the “Due Diligence Period” shall refer to the period which ends at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) 5:00 p.m. Eastern Standard Time on the earlier of: day which is forty-five (a45) within three (3) Business Days days after the expiration of said specified time period, or (b) the Closing Effective Date. In All references herein to the event Purchaser fails “Due Dili gence Contingency” shall refer to exercise its option to terminate this Agreement within the time conditions benefiting Buyer that are described in Section 4(a) and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved 4(b). Xxxxx expressly agrees that Seller is fur nishing copies of the Due Diligence Materials Items to Buyer for informational purposes only and without representation or warranty as to the accuracy or completeness of the contents of such materials except as expressly provided in Section 7(a). For clarity and without limiting the inspections permitted Buyer, inspections may cover the structural condition (including seismic, life safety, electrical capacity, HVAC and other building system and engineering characteristics) of the Improvements, review of any contracts affecting the Property, books and records maintained by Seller or their agents relating to have waived the Property that are in the Due Diligence Items, pest control matters, compliance with building, health, safety, land use and zoning laws, regulations and orders (including analysis of any such defectapplicable records of the planning, deficiency building, public works or encumbranceother governmental or quasi-governmental entity having or asserting authority over the Property), traffic patterns, and any other information pertaining to have accepted all exceptions to title referenced the Property that is in the Title Commitment Due Diligence Items, or otherwise obtained or obtainable by Buyer. In addition, during the Due Diligence Period, Buyer will be permitted to make a complete review and all matters shown on inspection (subject to Section 4(c)(ii) below) of the Survey. Such accepted title exceptions environmental condition (including the soil condition, and survey matters shall be included in the term "Permitted Exceptions" existence of asbestos, ACM (as used hereindefined below), PCBs, hazardous waste and other toxic substances) of the Property.

Due Diligence Review. During the Review Due Diligence Period, Purchaser shall be entitled to review the Due Diligence Materials delivered by Materials, and to examine, inspect and investigate the Property to determine whether it is acceptable to Purchaser. Seller to shall grant Purchaser pursuant and those acting by, through, or under Purchaser full and complete access to the provisions books and records of Section 4.1 aboveSeller with respect to the Property, and, provided the Closing occurs, permit Purchaser to retain copies of such books records. Purchaser and those acting by, through, and under Purchaser, shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property and shall have complete physical access thereto, provided (1) Purchaser and those acting by, through, and under Purchaser shall schedule any visits to, and inspections of, the Property at least one day in advance with Seller, and (2) such access shall not unreasonably interfere with IOH LLC’s or OrthoIndy’s operations at the Property. If Purchaser shall, for any reason in Purchaser's ’s sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof delivering a Termination Notice (herein so called) to Seller on at or before 5:00 p.m. CST on the expiration last day of the Review Due Diligence Period. If Purchaser’s written termination is timely made, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or then the Title Company Exxxxxx Money shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option timely deliver the Termination Notice, then, except as otherwise provided herein, the Exxxxxx Money shall thereafter be non-refundable, but shall be credited to the Purchase Price at Closing, and Purchaser’s right to terminate this Agreement within the time and in the manner set forth in pursuant to this Section 4.2, then Purchaser 4.2 shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency of no further force or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereineffect.

Due Diligence Review. During Purchaser shall have the right until the conclusion of the Review PeriodPeriod to complete a customary due diligence review of the Property, at the sole cost and expense of Purchaser. Seller shall permit access to the Property by Purchaser and its agents, and shall afford them the opportunity to inspect and perform any reasonable and non-intrusive tests upon the Property that Purchaser deems necessary or appropriate to determine whether the Property is suitable for Purchaser's purposes; provided that Purchaser shall not unreasonably interfere with Seller's or any tenant's use of the Property. Purchaser shall not disturb or disrupt the business activities of Seller at the Property or of the tenants of the Property. Inspections of the Property shall be conducted only with the prior consent of Seller's property manager (which consent Seller shall not be unreasonably withheld or delayed), and only after Purchaser has provided Seller with evidence reasonably acceptable to Seller of the availability of adequate public liability insurance with respect to losses or damages arising out of such inspection. Prior to commencing any tests or investigations which contemplate the drilling or disturbance of the surface of the Property or any improvements thereto, Purchaser shall submit to Seller its operational plans for conducting such inspections and tests, which plans shall be entitled subject to review the Due Diligence Materials delivered by Seller's prior written approval, which approval shall not be unreasonably withheld. Purchaser shall pay for, restore or otherwise appropriately remedy, and shall indemnify, defend and hold Seller to Purchaser pursuant harmless from and against all damages to the provisions Property and any and all claims, losses, liens, charges, liabilities and expenses arising as a result of Section 4.1 aboveany property damage or injury to individuals caused by the actions of Purchaser or its agents in connection with any due diligence, inspection or testing performed by them. If Purchaser shall, for any reason in Purchaser's sole discretiondue diligence shall include, judgment without limitation, a detailed inspection and opinionevaluation of (a) the physical condition of the Property (including, disapprove or be dissatisfied with any aspect without limitation, HVAC, plumbing, electrical and similar systems), (b) all other matters concerning the Property (including, without limitation, zoning, building permits, certificates of such informationoccupancy, or business licenses and all other notices, licenses, permits, certificates and governmental approvals), (c) the books and records of the Property (including, without limitation, financial operating data) and (d) the environmental condition of the Property. In the event Purchaser, then Purchaser shall be entitled to terminate this Agreement by giving written notice after conducting in good faith such inspections, investigations, and tests, determines in its sole discretion that the Property or any part thereof to Seller is not suitable for its purposes, then, at any time on or before the prior to expiration of the Review Period, whereupon Purchaser may terminate this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give upon written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter to Seller. If Purchaser has not made an affirmative written election prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option Period to terminate this Agreement within the time and in the manner set forth in this Section 4.2Agreement, then Purchaser shall be deemed to have accepted and approved elected as of the Due Diligence Materials and last day of the Property, Review Period to waive any right to object to matters disclosed by Purchaser's due diligence review and to have waived terminate this Agreement due to Purchaser's disapproval thereof. The provisions of this Section 5.2 shall survive the Closing or a termination of this Agreement for any such defectreason, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinfor a period of one (1) year.

Due Diligence Review. During For a period of sixty (60) days following the Review Period, Purchaser shall be entitled to review Effective Date (the “Initial Due Diligence Materials delivered by Seller to Purchaser pursuant to the provisions of Section 4.1 above. If Purchaser shallPeriod”), for any reason in Purchaser's Buyer, at its sole discretioncost and expense, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration conduct its due diligence review of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunderProperty (“Due Diligence Review”). Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within Within three (3) Business Days after the expiration Effective Date, Seller will provide Buyer with copies of said specified time periodall existing title reports, commitments and policies, surveys, plats, environmental and geotechnical studies, reports and assessments, environmental insurance policies, evidence of zoning and copies of any permits or variances related thereto, certificates of occupancy, all Plans, Permits and Warranties, the Ground Leases, the Leases, including current tenant contact information, together with any amendments and guaranties or other documents relating thereto and any and all other reports or studies affecting or related to the Property and in Seller's possession or control. Seller shall also deliver (bi) a copy of operating statements and operating expense budgets for 2015, 2016 and 2017, a current accounts receivable report and a summary of capital expenditures pertaining to the Property for the twelve (12) months preceding the Effective Date to the extent Seller has prepared the same for its own purposes (and which are being delivered without any representation as to their accuracy or completeness), and (ii) the Closing DateService Contracts (as defined herein). In Buyer’s Due Diligence Review may include, in Buyer’s sole discretion, without limitation, inspections by Buyer and its agents of the event Purchaser fails Property’s soil, all environmental conditions affecting the Property and all other matters affecting the feasibility or suitability of the Property for Buyer’s intended purpose and examination at the Property (or the property manager’s office, as the case may be) of documents and files located at the Property or the property manager’s office concerning the leasing, maintenance and operation of the Property. Buyer shall have the right in concert with Seller and with prior notice to exercise its option Seller to terminate this Agreement within contact tenants of the time Property. Buyer shall have the entire Initial Due Diligence Period to perform and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved complete the Due Diligence Materials Review. During the Initial Due Diligence Period, Seller shall deliver to Buyer any items in Seller’s or Seller’s agents’ possession or control or reasonably obtainable by Seller or Seller’s agents and requested by Buyer without expense to Seller, other than (1) information contained in financial analyses or projections (except as specifically enumerated above); (2) material that is subject to attorney-client privilege or that is attorney work product; (3) appraisal reports or letters; or (4) organizational, financial and other documents relating to Seller (other than organizational documents needed to confirm Seller's existence and authority to enter into this Agreement and complete the sales transaction); (5) preliminary or draft reports or studies that have been superseded by final reports or studies; and (6) letters of intent, purchase agreements, loan documents or other documents, instruments or agreements evidencing or relating to any prior financing or attempted sale of the Property. Seller shall cooperate with Buyer in good faith in connection with Buyer’s Due Diligence Review of the Property. Further, at any time after the Effective Date, Buyer and its agents, employees, contractors and representatives shall have the right, privilege and license of entering upon the Property for the purpose of making utility studies, surveys, asbestos and hazardous waste studies, feasibility studies, engineering studies and any other studies and investigations as Buyer deems necessary or desirable in connection with its investigation of the Property, all in accordance with the terms and conditions of this Agreement. Buyer agrees to have waived restore any damage done to the Property by Buyer or anyone acting in Buyer’s behalf in making such defectinspections. Buyer shall maintain liability insurance with minimum single limits of One Million Dollars ($1,000,000.00) for personal injury, deficiency death or encumbranceproperty damage and shall name Seller as an additional insured with respect to such insurance. Upon written request of Seller, Buyer shall deliver to Seller a certificate of such insurance. Buyer shall indemnify, defend, and hold Seller harmless from and against any liability, damage, lien, loss, cost or expense (including attorneys' fees) suffered or incurred by Seller or resulting from any claim made against Seller as a result of Buyer's entry upon and investigations with respect to have accepted all exceptions the Property (except to title referenced in the Title Commitment extent arising from the mere discovery of existing conditions that are not exacerbated by Buyer or its agents), and all matters shown on this indemnity shall survive Closing or termination of this Agreement. Upon any termination of this Agreement by the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinBuyer, Buyer agrees to return to Seller or destroy any items delivered by Seller to Buyer.

Due Diligence Review. During the Review Due Diligence Period, Purchaser shall be entitled to review the Due Diligence Materials delivered by Seller Materials, and to examine, inspect and investigate each Property to determine whether they are acceptable to Purchaser. Sellers shall grant Purchaser pursuant and those acting by, through, or under Purchaser full and complete access to the provisions books and records of Section 4.1 aboveSellers with respect to the Property, and, provided the Closing occurs, permit Purchaser to retain copies of such books and records. Purchaser, its officers and employees, and those acting by, through, and under Purchaser (collectively, the “Purchaser Parties”), shall be entitled to (i) access to the books and records of Sellers with respect to each Property, (ii) make all inspections or investigations desired by Purchaser with respect to each Property and shall have complete physical access thereto (including without limitation, access to the roofs and ceilings of each Building) and (iii) interview Tenants of each Building; provided, (1) the Purchaser Parties shall schedule any visits to, and inspections of, each Property at least two (2) calendar days in advance with Seller, (2) such access shall not unreasonably interfere with any Tenant’s operations at such Property, and (3) representatives of Sellers shall be provided with the opportunity to accompany any Purchaser Party while at such Property. Purchaser shall also be permitted to meet with the Tenants of Suites 110, 130, 250 and 260 at the JEP Building and with representatives of HMA. If Purchaser takes, or causes to be taken, any sample from a Property in connection with the foregoing, Purchaser shall provide to Sellers a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Purchaser shall promptly deliver to Sellers copies of all reports relating to any testing or other inspection of a Property performed by or on behalf of Purchaser so long as (i) Sellers reimburse Purchaser for its out of pocket costs and expenses of copying and delivering any such reports, (ii) delivery of such reports to Sellers are not prohibited (or does not create liability for Purchaser) under the terms of such reports or under the contracts or agreements for preparation of the same, (iii) Sellers execute and/or provide any additional documentation required by the authors of such reports in order to allow Sellers’ reliance thereon, and Sellers pay the costs associated therewith, and (iv) Sellers acknowledge and agree in writing for the benefit of Purchaser that they will keep such reports confidential (to the extent required by the reports or the contracts or agreements for preparation of such reports) and that Purchaser has no obligation or liability for the accuracy or inaccuracy of any information contained therein; provided, however, that neither Sellers nor Purchaser make any representation or warranty of any kind as to such reports, testing or inspection and/or the results therein. Purchaser hereby indemnifies and agrees to defend and hold Sellers harmless from any loss, cost, damage or expense, including reasonable attorneys’ fees and expenses, arising from any property damage or any injury to or death of any persons, or claims and actions for damages suffered or incurred by Tenants, arising out of any entry on a Property by any Purchaser Party, which indemnity obligation shall survive the termination of this Agreement. Purchaser shall immediately pay or cause to be removed any liens filed against any Property as a result of the Due Diligence Review by Purchaser. If Purchaser shall, for any reason or no reason, in Purchaser's ’s sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the a Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice delivering a “Termination Notice” (herein so called) to Sellers at or before 5:00 p.m. Eastern Time on the last day of the Due Diligence Period. If Purchaser elects to terminate this Agreement, Purchaser shall return all due diligence materials obtained from Sellers and copies thereof to Seller on or before Seller, or, in the expiration of the Review Periodalternative, whereupon this Agreement shall automatically be rendered null and void, Purchaser may deliver a certificate to Sellers stating that all moneys which such due diligence materials have been delivered by Purchaser to Seller or destroyed. If Purchaser’s written termination is timely made, then the Title Company Xxxxxxx Money shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration hereunder except for those that expressly survive termination of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaserthis Agreement. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option timely deliver the Termination Notice, then, except as otherwise provided herein, the Xxxxxxx Money shall thereafter be non-refundable, but shall be credited to the Purchase Price at Closing, and Purchaser’s right to terminate this Agreement within the time and in the manner set forth in pursuant to this Section 4.2, then Purchaser 4.2 shall be deemed to have accepted of no further force or effect. Purchaser understands and approved agrees that the Due Diligence Materials and all information obtained pursuant to such Due Diligence Materials shall be kept in confidence and shall not be revealed to outside parties other than (i) to the Property, and to have waived any extent such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced information is otherwise available in the Title Commitment public domain, (ii) to Purchaser’s agents, representatives, lenders, investors, principals and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" Affiliates, or (iii) as used hereinotherwise required by law.

Due Diligence Review. During Prior to the Review PeriodClosing, Purchaser shall be entitled to review the Due Diligence Materials delivered or made available by Seller to Purchaser pursuant to the provisions of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration of the Review PeriodClosing, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company (other than the Independent Consideration) shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchasermatter. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the such written notice, this Agreement shall, at the option of Purchaser, shall automatically terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written section. If no such notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2is timely given, then Purchaser shall be deemed to have accepted and approved waived its right to so terminate. Also, Purchaser shall treat the Due Diligence Materials as confidential and shall use them solely for the purpose of evaluating the Property. If this Agreement is terminated, and Purchaser shall promptly redeliver to have waived any such defect, deficiency or encumbrance, and to have accepted Seller all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinDue Diligence Materials.

Due Diligence Review. During the Review Period, Period Purchaser shall be entitled to review the Due Diligence Materials delivered or made available by Seller to Purchaser pursuant to the provisions of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company (other than the Independent Consideration) shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to (before or after the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser). If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the such written notice, this Agreement shall, at the option of Purchaser, shall automatically terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written section. If no such notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2is timely given, then Purchaser shall be deemed to have accepted and approved waived its right to so terminate. Purchaser shall treat the Due Diligence Materials as confidential and shall use them solely for the purpose of evaluating the Property. If this Agreement is terminated, and Purchaser shall promptly redeliver to have waived any such defect, deficiency or encumbrance, and to have accepted Seller all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinDue Diligence Materials.

Due Diligence Review. During Lender or Lxxxxx’s designee shall have the Review PeriodPeriod to accept or reject a Deed in Lieu Closing, Purchaser shall be entitled in order to review the Due Diligence Materials delivered by Seller enable Lender or Lxxxxx’s designee to Purchaser pursuant conduct all due diligence with respect to the provisions Property and the Deed in Lieu Closing that Lender or Lender’s designee may require, including, but not limited to, review of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or title to the Property, analysis of the leasing of the Property, physical inspection of the Property, evaluation of any construction work in progress (and documentation of the status thereof, including the remaining scope of work and outstanding payments thereunder), obtaining an environmental assessment of the Property, obtaining such estoppels from tenants or contract parties as Lender may require, review, inspect and audit of the books and records of the Property, and an appraisal of the Property, as determined by the MAI appraiser in accordance herewith. Lender shall order an appraisal to be completed within ninety (90) days of a Tender, subject to updating as of the Conveyance Date if desired by Lxxxxx. If Lender or Lxxxxx’s designee reject a Deed in Lieu Closing on account of any items disclosed in such review, then Purchaser the Tender shall be entitled deemed to terminate this Agreement by giving written notice thereof to Seller on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null rejected and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller Lender shall have no obligation to remedy or cure any accept the transfer in lieu of foreclosure, but a Valid Tender shall remain a Valid Tender despite such matters objected to by Purchaser. If any defectrejection, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in such event the manner value of the Property as set forth in this Section 4.2, then Purchaser Lxxxxx’s MAI appraisal of the Property shall be deemed to have accepted and approved adjusted by the Due Diligence Materials and impact of such matters discovered in such due diligence review, as determined by the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinMAI appraiser.

Due Diligence Review. During The parties acknowledge that Buyer shall not have had the Review Periodfull opportunity to complete its due diligence review of the Business and the Assets by the time this Agreement has been executed and delivered. Buyer’s determination of the Purchase Price hereunder is based upon the accuracy of the representations and warranties contained herein as well as the absence of any fact, Purchaser shall be entitled event or change in the Assets, operations, financial condition or prospects of the Business which, in the course of Buyer’s due diligence review, could have a material adverse effect on the value thereof to the Buyer. Buyer’s due diligence review specifically includes, but is not limited to, the Due Diligence Materials delivered by state of the relationship between the Business and its employees, client families and former owners and the extent to which Buyer is able to obtain at or prior to Closing satisfactory arrangements with key employees and former owners regarding the continuation of their relationships (if any) with the Business. If, prior to Closing, Buyer determines from its due diligence review that any such fact, event or change has come to its attention, it will bring the same to Seller’s attention. In such event, or if Seller to Purchaser updates the Schedules pursuant to Section 3.6, then the provisions of Section 4.1 aboveparties will negotiate in good faith concerning any proposed adjustment to the Purchase Price or the other terms and conditions set forth herein. If Purchaser shall, for any reason the parties have not reached agreement as to the foregoing within ten business days thereafter (but in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or no event past the PropertyOutside Closing Date), then Purchaser shall be entitled to Buyer may terminate this Agreement by giving upon written notice thereof to Seller on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review PeriodSeller, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option unless Buyer otherwise has a right to terminate under Section 9.1(c)(ii) through (vii) below, it shall nevertheless be required to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller thereupon pay the sum of One Hundred Dollars ($100.00Break-Up Fee contemplated in Section 9.1(d) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Datebelow. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser Buyer shall be deemed to have accepted and approved waived this Section 5.14 if it elects to close the Due Diligence Materials and the Property, and transactions hereunder without Seller’s agreement to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinadjustment.

Due Diligence Review. During the Review Period, Purchaser shall be entitled to review the Due Diligence Materials delivered by Seller to Purchaser pursuant to the provisions of Section 4.1 above. If Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the expiration of the Review Period, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party shall have any further obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall, at the option of Purchaser, terminate as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner set forth in this Section 4.2, then Purchaser shall be deemed to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used herein.or

Due Diligence Review. The Seller acknowledges and agrees that Buyer has not, prior to the date hereof, conducted any investigation or inspection of the Property and has relied upon the information provided by Seller as to the financial, title and physical matters related to the Property. The Parties hereby agree that Buyer shall have the right to conduct a through and complete physical, financial and title inspection of the Property (the "Due Diligence Review") and hereby establish the following inspection period (the "Inspection Period") for the conduct of Buyer's Due Diligence Review. During the Review Inspection Period, Purchaser shall be entitled Buyer will, as it deems appropriate: (i) acquire such Land Suitability Studies (as herein defined); (ii) conduct physical inspections, examinations and tests of the Property; (iii) examine the Books and Records of the Seller applicable to the Property, including, but not limited to the Tenant Leases, depreciation schedules, tax returns, capital budgets and other accounting, tax and operational information; (iv) review the Due Diligence Materials delivered current and future state of utilities and other services to the Property; (v) review current governmental approvals, zoning requirements, codes and related matters; (vi) if required by Buyer, conduct an Audit (as herein defined) of Seller to Purchaser pursuant and the Property; and (vii) perform such other due diligence activities as reasonably determined by Buyer. Buyer agrees that it will use its good faith efforts, subject to the provisions of Section 4.1 abovethis ARTICLE 7, to notify Seller during the course of the Inspection Period of any matters which come to the attention of Buyer that Buyer reasonably anticipates including in its Preliminary Inspection Report (as herein defined). If Purchaser shallSeller acknowledges and agrees that it will use its good faith efforts, for subject to the provisions of this ARTICLE 7, to cooperate with Buyer in its efforts to conduct a complete and thorough due diligence review of the Property. Buyer may at any reason time during the Inspection Period terminate this Agreement as to the Property in Purchaser's its sole and absolute discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of such information, or the Property, then Purchaser shall be entitled by sending to Seller written notice indicating Buyer's election to terminate this Agreement. In the event of a termination of this Agreement by giving written notice thereof Buyer pursuant to Seller on or before the expiration of the Review Periodthis Section, whereupon then this Agreement shall automatically be rendered null terminate and void, all moneys which have been delivered by Purchaser to neither Seller or the Title Company shall be immediately returned to Purchaser and thereafter neither Party nor Buyer shall have any further rights, obligations or liabilities to the other hereunder. Alternatively, Purchaser may give written notice setting forth any defect, deficiency Party arising out of or encumbrance and specify a time within which Seller may remedy or cure such matter prior to the expiration of the Review Period, but Seller shall have no obligation to remedy or cure any such matters objected to by Purchaser. If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, resulting from this Agreement shall, at the option of Purchaser, terminate except as provided in this Section; said option to terminate to be exercised, if at all, by Purchaser giving written notice thereof to Seller and simultaneously paying Seller the sum of One Hundred Dollars ($100.00) on the earlier of: (a) within three (3) Business Days after the expiration of said specified time period, or (b) the Closing Date. In the event Purchaser fails to exercise its option to terminate this Agreement within the time and in the manner specifically set forth in this Section 4.2, then Purchaser and the Earnest Money shall be deemed returned to have accepted and approved the Due Diligence Materials and the Property, and to have waived any such defect, deficiency or encumbrance, and to have accepted all exceptions to title referenced Buyer in the Title Commitment and all matters shown on the Survey. Such accepted title exceptions and survey matters shall be included in the term "Permitted Exceptions" as used hereinaccordance with SECTION 0.0.0.