Common use of Purchasers Inspection and Review Rights Clause in Contracts

Purchasers Inspection and Review Rights. Subject to the rights of the Tenants, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with any Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s agents and representatives, for review and copying, to the extent available, all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereof.

Purchasers Inspection and Review Rights. Subject Commencing on the effective date of this Agreement and subject to the rights of the TenantsTenants (as hereinafter defined), upon giving reasonable advance notice to Seller’s property manager, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith full cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller Such privilege shall have include the right to make borings and other tests to obtain information necessary to determine surface and subsurface conditions, provided that such activities do not materially interfere with the rights of Tenants or the ongoing operation of the Property. Purchaser shall maintain or shall cause to be present maintained at any meetings all times during its entry upon the Property, commercial general liability insurance with any Tenantlimits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Property, whether or not Seller holds other policies of insurance. If requested by Seller, a certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Property by Purchaser or its agents, engineers or representatives. Purchaser hereby agrees to indemnify Seller and hold Seller harmless from any liens, claims, liabilities, and damages incurred through by Seller as the exercise result of such privilegePurchaser entering onto the Property or making its examination thereof (this obligation of Purchaser being hereinafter referred to as “Purchaser’s Continuing Indemnification Obligation”) (but excluding any liability arising out of the environmental condition of the Property prior to the date of Closing or the presence of toxic or hazardous substances thereon prior to the date of Closing and excluding any claims arising out of a release of or in-place hazardous or toxic substances on or under the Property prior to the date of Closing), and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to Purchaser’s entry on onto the Property for the purpose of performing and/or conducting its investigations thereof (excluding any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing a release of existing or in-place hazardous or toxic substances on or under the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with copies prior to the date of its insurance certificates evidencing such coverageClosing). At all reasonable times prior to the Closing (as hereinafter defined)Closing, Seller shall make available to Purchaser, or Purchaser’s agents and representatives, at Seller’s office on the Property, for review and copying, to the extent availablecopying at Purchaser’s expense, all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveystenant files, tenant filescredit information, commission agreements, service and maintenance agreements, maintenance records for HVAC and other equipment and the roof(s) on the Improvements, as-built plans and specifications, environmental reports, engineering reports, reports of insurance carriers insuring the Property, and other contracts, books, records, operating statements, expense budgets, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement Agreement, to the extent the same are in the possession of or under the control of Seller, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports, environmental reports, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property or relating thereto. At no cost or liability to Seller, Seller shall cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to Seller, Seller shall use commercially reasonable efforts to cause the authors of appraisal, environmental and building inspection reports to issue reliance letters addressed to Purchaser and environmental reports relating thereto Purchaser’s lender, if any, in form and in substance reasonably acceptable to Purchaser, at least fifteen (15) days prior to the possession or under expiration of the control of SellerInspection Period, provided any costs associated therewith shall be paid by Purchaser. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one (1) to three (3) years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereof.

Purchasers Inspection and Review Rights. Subject Commencing on November 20, 2003 (whether or not such date is prior to the effective date of this Agreement) and subject to the rights of the TenantsTenants (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith full cooperation, shall have the privilege privilege, upon reasonable prior notice, of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller Such privilege shall have include the right to be present at any meetings with any Tenantperform tests customarily employed in the industry and non-invasive tests to obtain information necessary to determine surface and subsurface conditions. Purchaser hereby agrees to indemnify, defend and hold Seller harmless from any liens, claims, liabilities, losses, costs, expenses, injuries and damages incurred through the exercise of such privilegeprivilege but excluding any liability arising out of the existing environmental condition of the Property (not attributable solely to the willful misconduct or grossly negligent conduct of Purchaser or its agents) or the presence of toxic or hazardous substances thereon (not attributable solely to the willful misconduct or grossly negligent conduct of Purchaser or its agents and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property (not attributable solely to the willful misconduct or grossly negligent conduct of Purchaser or its agents), which obligation to indemnify, defend and hold Seller harmless shall survive Closing or any termination of this Agreement. Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing privilege (excluding any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing a release of existing or in-place hazardous or toxic substances on or under the Property not attributable solely to the willful misconduct or any part thereof made on Purchaser’s behalf, and, at Seller’s request, negligent conduct of Purchaser shall furnish Sellers with copies of or its insurance certificates evidencing such coverage. At all reasonable times agents) and restore the Property to the condition existing prior to the exercise of such privilege which obligation shall survive Closing (as hereinafter defined)or any termination of this Agreement. Purchaser also shall have the right to communicate with all Tenants, with governmental officials having jurisdiction over the Property, and with all architects and contractors who have provided services for the benefit of the Property, only after providing Seller with written notice of any such proposed contact and providing Seller with a reasonable opportunity to be present during such contact. Not later than the effective date of this Agreement, upon request by Purchaser, Seller shall deliver or make available to Purchaser, provided the same is in the possession of or Purchaser’s agents and representatives, for review and copying, to under the extent availablecontrol of Seller, all books, records, and files in Seller’s possession relating to the ownership ownership, management, maintenance and operation of the Property, including, without limitation, title matters, surveystenant files, tenant filescredit information, commission agreements, service and maintenance agreements, maintenance records for HVAC and other contractsequipment and the roof(s) on the Improvements, booksas-built plans and specifications, recordsenvironmental reports, engineering reports, reports of insurance carriers insuring the Property, rent rolls, lists of capital expenditures made since January 2001 and those expected to be made in the coming five years, commitment letters and letters of intent for leases (including the New York State proposal), the four most recent tax bills for the Property, utility bills, lists of inventory and FF&E, a complete and accurate list of Seller’s employees covered by the terms of the CBAs (including name, address, date of hire, employment classification and pursuant to which CBA the employee works), a list of all “building service employees” (as used in Section 2, Chapter 5, Title 22, Section 22-505 of the Administrative Code of the City of New York), and all other contracts including collective bargaining and similar agreements), operating statements, expense budgets, and other information reasonably requested by Purchaser and relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming its due diligence effort but shall not be obligated to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction incur any liability or financingexpense in connection therewith. Seller further agrees to provide to Purchaser (prior to the effective date of this Agreement, to the extent the same have not previously been provided to Purchaser) prior to are in the date which is five (5) days after possession of or under the effective date control of this Agreement Seller, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports reports, environmental reports, certificates of occupancy, building permits, zoning letters and environmental reports relating thereto and in instruments reflecting the possession or under the control approval of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of any association governing the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereofor relating thereto.

Purchasers Inspection and Review Rights. Subject Commencing on the Effective ---------------------------------------- Date and ending on the date of Closing, and subject to the rights of the TenantsTenant (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to timetime upon 24 hours advance notice, which notice may be given to Broker. Seller Purchaser agrees not to interfere with the operation of Tenant's business. Such privilege shall have include the right to make tests, borings, and other tests to obtain information necessary to determine surface and subsurface conditions, provided, however, that no borings shall be present at made without the advance consent of Seller, which consent shall not be unreasonably withheld. Such privilege shall also include the right to make any meetings with any Tenantother tests deemed reasonably necessary by Purchaser. Purchaser hereby agrees to indemnify and hold Seller harmless from any liens, claims, liabilities, expenses and damages damages, including, without limitation, reasonable attorney's fees, incurred through the exercise of such privilege, and ; Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose ; and said indemnities shall survive any termination of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coveragethis Agreement. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, at the offices of Broker and for review and copying, to the extent availablecopying at Purchaser's expense, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide copies of any of such books, but not including records relating records, and files as may be reasonably requested by Purchaser, with the copying costs to the cost of construction or financingbe borne by Purchaser. Seller further agrees to provide to Purchaser (prior to the extent date which is five (5) business days after the same have not previously been provided Effective Date the most current surveys of the Land and Improvements in the possession of Seller. Seller further agrees to Purchaser) provide to Purchaser prior to the date which is five (5) days after the effective Effective Date, a statement setting forth all revenues from the Property and setting forth all costs and expenses of operating, maintaining, and repairing the Property (and the costs of replacing component parts thereof) incurred by Seller, in each case during the entire period from the date of this Agreement the most current boundary and “as-built” surveys Seller's acquisition of the Land and Improvements and any title insurance policiesProperty, occupancy permitsthrough September 30, building inspection reports and environmental reports relating thereto and in 1997, which statement shall be certified by Seller to the possession or under the control best of Seller's knowledge after diligent inquiry and review of records, to be complete and accurate in all material respects. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Sellershall update said statement through December 31, Seller shall (i) cooperate with Purchaser1997, its counselas soon as possible after December 31, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereof1997.

Purchasers Inspection and Review Rights. Subject Commencing on the Effective Date of this Agreement and subject to the rights of the TenantsSubtenant, upon giving at least three (3) Business Days advance notice to Seller’s property manager, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith cooperation, shall have the privilege of going upon the Property Real Estate as needed to inspect, examine, test, and survey the Property Real Estate at all reasonable times and from time to time. Seller Such privilege shall have include the right to make borings and other tests in specific locations reasonably approved by Seller to obtain information necessary to determine surface and subsurface conditions, provided that such activities do not materially interfere with the rights of the Subtenant or the ongoing operation of the Real Estate. Purchaser shall maintain at all times during its entry upon the Real Estate, commercial general liability insurance with limits of not less than Five Million and No/100 Dollars ($5,000,000.00) per occurrence, combined single limit. Such policy of insurance shall name Seller as an additional insured and such policy shall be present primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Real Estate, whether or not Seller holds other policies of insurance. A certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Real Estate by Purchaser or its agents, engineers or representatives, for the purpose of performing any meetings with any Tenanttests or inspections. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilegeprivilege (but excluding any liability arising out of the existing environmental condition of the Real Estate or the presence of Hazardous Substances thereon and excluding any claims arising out of a release of existing or in-place Hazardous Substances on or under the Real Estate), and Purchaser further agrees to repair any damage to the Property Real Estate caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing privilege (excluding any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections a release of existing or in-place Hazardous Substances on or under the Real Estate). The obligations of Purchaser under the preceding sentence shall survive the Closing or any termination of this Agreement. Seller has heretofore provided to Purchaser true and testing complete copies of the Lease, the Sublease, the Sublease Guaranty, the Series 2000A Bonds, the Bond Purchase Agreement, the Payment and Indemnity Agreement, the Home Office Payment Agreement, and the reports, documents and instruments described on Exhibit “D” attached hereto and by reference made a part hereof. Within two (2) business days after the effective date of this Agreement, Seller shall deliver to Purchaser true and complete copies of the reports, documents and instruments relating to the Property or any of the nature described on Exhibit “E” attached hereto and by reference made a part thereof made on Purchaser’s behalf, andhereof. In addition to the foregoing, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to the Closing (as hereinafter defined)Closing, Seller shall make available to Purchaser, or Purchaser’s agents and representatives, at Seller’s office in Atlanta, Georgia, and for review and copying, to the extent availablecopying at Purchaser’s expense, all other books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to Property in the Propertypossession or control of Seller or Seller’s managing agent. Seller further agrees to in good faith assist and cooperate with Purchaser in good faith in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereof.

Purchasers Inspection and Review Rights. Subject to the rights of the Tenants---------------------------------------- Tenant, Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and upon reasonable prior notice and from time to time. Seller shall have the right to be present at any meetings with any Tenant. Purchaser hereby agrees to indemnify, defend and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior All such inspections shall be non- destructive in nature and specifically shall not include any physically intrusive testing; provided however, that if Purchaser desires to entry on the Property for the purpose of performing any undertake such intrusive testing, Purchaser shall first obtain Seller's written approval which shall not be unreasonably withheld if Purchaser conducts such testing in accordance with commercially customary standards; and provided further that if Purchaser's Phase I Environmental Report recommends a Phase II investigation, Seller shall be entitled to withhold its consent to such investigation in its sole discretion. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser's agents and representatives, for review and copying, all books, records, and files in Seller's possession relating to the operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property; provided, however, Seller shall not be required to deliver or make available to Purchaser any appraisals, budgets, strategic plans, internal analyses, information regarding the marketing of the Property for sale, attorney and accountant work product or privileged documents and/or other information which would not be relevant in connection with a customary due diligence investigation of a property comparable to the Property. Seller further agrees to provide to Purchaser prior to the date which is five (5) days after the effective date of this Agreement, to the extent the same are in the possession of or under the control of Seller, the most current boundary and "as-built" surveys of the Land and Improvements and any title insurance policies, building inspection reports, environmental reports, certificates of occupancy, building permits, ad valorem tax bills, certificates of insurance and instruments reflecting the approval of any association governing the Property relating thereto. Seller further agrees to assist in good faith and cooperate with Purchaser in the review of the books, records, and files relating to the Property. At no cost to Seller, Seller shall request the authors of existing environmental reports to issue reliance letters addressed to Purchaser and Purchaser's lender, if any, and provide Purchaser with an introduction so Purchaser might pursue the matter. If the Closing is not consummated hereunder, Purchaser shall promptly deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with Purchaser's inspections of the Property; provided however, that the delivery of such copies and information shall be without warranty or representation whatsoever, express or implied. Purchaser shall maintain and/or and shall insure that Purchaser and Purchaser’s 's consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, 's behalf and, at Seller’s 's request, Purchaser shall furnish Sellers with copies of its insurance appropriate certificates evidencing such coverage. At all reasonable times prior to the Closing (and endorsements reflecting Seller as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s agents and representatives, for review and copying, to the extent available, all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or an additional insured under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereofinsurance.

Purchasers Inspection and Review Rights. Subject to Commencing on the rights effective date of the Tenantsthis Agreement, Purchaser and its agents, engineers, or and representatives, with Seller’s reasonable, good faith 's full cooperation, shall have the privilege of going upon the Property following reasonable prior notice to Seller as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller Such privilege shall have include the right to be present at make soils tests, borings, percolation tests, tank tightness, environmental, and other tests to obtain information necessary to determine surface and subsurface conditions, and tests and inspections to determine the fitness of the Building and Improvements, as well as any meetings with any Tenantother tests deemed reasonably necessary by Purchaser. Purchaser hereby agrees to indemnify and hold Seller harmless from any liensinjury, claimscost, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees liability or expense to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and person or property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing Purchaser's exercise of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser inspection rights granted by this Paragraph and this indemnity shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to survive the Closing (as hereinafter defined), or the cancellation of this Agreement. Seller shall make available to Purchaser, or Purchaser’s agents and representatives, for review and copying, to the extent available, inspection by Purchaser all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, copies of Seller's title matterspolicy and the exceptions shown thereon, surveys, tenant filesenvironmental reports, service investigation and maintenance agreementsgovernmental filings with respect thereto, and other appraisals, contracts, books, accounts, records, operating statementslicensure, inventory and other information relating to the PropertyProperty which is in Seller's possession or control. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the booksall such information and to respond to such additional requests for information as Purchaser may make, records, provided Seller shall not be obligated to incur expenses in order to so assist Purchaser except for reasonable personnel assistance and files relating to the Property, but not including records relating to the cost of construction or financingcopying costs. Seller further agrees to provide to Purchaser Within three (to the extent the same have not previously been provided to Purchaser3) prior to the date which is five (5) business days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection PeriodAgreement, Seller shall deliver to Purchaser copies of the documentation listed on Exhibit “G” attached hereto most recent title policy, survey and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereofenvironmental phase 1 and, if applicable, phase 2 reports in Seller's possession or control.

Purchasers Inspection and Review Rights. Subject Commencing on the ---------------------------------------- effective date of this Agreement and subject to the rights of the TenantsTenant (as hereinafter defined), upon giving reasonable advance notice to Seller's property manager, Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller Such privilege shall have include the right to make borings and other tests to obtain information necessary to determine surface and subsurface conditions, provided that such activities do not materially interfere with the rights of the Tenant or the ongoing operation of the Property. Purchaser shall maintain at all times during its entry upon the Property, commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence, combined single limit. Such policy of insurance shall name Seller as an additional insured and such policy shall be present primary with respect to the activities of Purchaser and its agents, engineers or representatives at any meetings with any Tenantthe Property, whether or not Seller holds other policies of insurance. If requested by Seller, a certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Property by Purchaser or its agents, engineers or representatives. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilegeprivilege (but excluding any liability arising out of the existing environmental condition of the Property or the presence of toxic or hazardous substances thereon and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property), and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing privilege (excluding any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections a release of existing or in-place hazardous or toxic substances on or under the Property). The obligations of Purchaser under the preceding sentence shall survive the Closing or any termination of this Agreement. Seller has heretofore provided to Purchaser true and testing complete copies of the Lease, and the reports, documents and instruments described on Exhibit "D" ----------- attached hereto and by reference made a part hereof. Within two (2) business days after the effective date of this Agreement, Seller shall deliver to Purchaser true and complete copies of the reports, documents and instruments relating to the Property or any of the nature described on Exhibit "E" attached hereto ----------- and by reference made a part thereof made on Purchaser’s behalf, andhereof. In addition to the foregoing, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to the Closing (as hereinafter defined)Closing, Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, at Seller's office or the office of the property manager in either Sarasota Florida, or Jacksonville, Florida, and for review and copying, to the extent availablecopying at Purchaser's expense, all other books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to Property in the Propertypossession or control of Seller or Seller's managing agent. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereof.

Purchasers Inspection and Review Rights. Subject to the rights of the Tenants, Purchaser and its agents, engineers, or and representatives, with Seller’s reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with any Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to the Closing (as hereinafter defined)Closing, Seller shall make available to Purchaser, or Purchaser’s agents and representatives, for review and copying, to the extent available, all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date Effective Date of this Agreement Agreement, to the extent the same are in the possession of or under the control of Seller, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports, environmental reports, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property relating thereto. At no cost or liability to Seller, Seller shall cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to Purchaser, Seller shall use commercially reasonable efforts to cause the authors of appraisal, environmental and building inspection reports to issue reliance letters addressed to Purchaser in form and environmental reports relating thereto and in substance reasonably acceptable to Purchaser, at least fifteen (15) days prior to the possession or under expiration of the control of SellerInspection Period. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one (1) to three (3) years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of accounting letter (the “rep” letter Accounting Letter”) in the form and substance reasonably satisfactory to Sellerof Exhibit “E”, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereof.

Purchasers Inspection and Review Rights. Subject to the rights of the Tenants---------------------------------------- tenants under the leases (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property Land and Improvements as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with any Tenant. Purchaser hereby agrees to indemnify Seller and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property Land and Improvements caused by the exercise of such privilege. Prior Said indemnity shall survive Closing or termination of this Agreement. All such inspections shall be non-destructive in nature and specifically shall not include any physically intrusive testing; provided however, that if Purchaser desires to entry on the Property for the purpose of performing any undertake such intrusive testing, Purchaser shall first obtain Seller's written approval which shall not be unreasonably withheld if Purchaser conducts such testing in accordance with commercially customary standards. Purchaser shall maintain and/or and shall insure that Purchaser and Purchaser’s 's consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property Land and Improvements or any part thereof made on Purchaser’s behalf, 's behalf and, at Seller’s 's request, Purchaser shall furnish Sellers with copies of its insurance appropriate certificates evidencing and endorsements reflecting Seller as an additional insured under any such coverageinsurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, to the extent available, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating solely to the operation of the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date Effective Date of this Agreement the most current boundary and “"as-built” " surveys of the Land and Improvements (the "Existing Survey") and any title insurance policies, occupancy permitsappraisals, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. Seller shall use commercially reasonable efforts but shall have no obligation to spend any funds, (ii) execute a form to cause the authors of “rep” letter appraisal, environmental and building inspection reports to issue reliance letters addressed to Purchaser and Purchaser's lender, if any, in form and substance reasonably satisfactory acceptable to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In additionPurchaser, at least five (5) business 15 days prior to the expiration of the Inspection Period, . Failure of Seller to accomplish the matters described in the immediately preceding sentence shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made not be a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereofcondition at Closing.

Purchasers Inspection and Review Rights. Subject Commencing on the Effective Date ---------------------------------------- and ending on the date of Closing, and subject to the rights of the TenantsTenants (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to timetime upon 24 hours advance notice, which notice may be given to Prime West Real Estate Services, Inc. (the "Manager"). Seller Purchaser agrees not to interfere with the operation of Tenant's business. Purchaser further agrees it will not enter the premises of any tenant unless accompanied by a representative of Manager. Such privilege shall have include the right to make tests, borings, and other tests to obtain information necessary to determine surface and subsurface conditions, provided, however, that no borings shall be present at made without the advance consent of Seller, which consent shall not be unreasonably withheld, and Purchaser shall provide a certificate of insurance reasonably satisfactory to Seller prior to such tests. Such privilege shall also include the right to make any meetings with any Tenantother tests deemed reasonably necessary by Purchaser. Purchaser hereby agrees to indemnify and hold Seller harmless from any liens, claims, liabilities, expenses and damages damages, including, without limitation, reasonable attorney's fees, incurred through the exercise of such privilege, and ; Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose ; and said indemnities shall survive any termination of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coveragethis Agreement. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, at the offices of Manager and for review and copying, to the extent availablecopying at Purchaser's expense, all books, records, and files in Seller’s 's possession relating to the ownership (exclusive of partnership documentation) and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide copies of any of such books, but not including records relating records, and files as may be reasonably requested by Purchaser, with the copying costs to the cost of construction or financingbe borne by Purchaser. Seller further agrees to provide to Purchaser (prior to the extent date which is five (5) business days after the same have not previously been provided Effective Date the most current surveys of the Land and Improvements in the possession of Seller. Seller further agrees to Purchaser) provide to Purchaser prior to the date which is five (5) days after the effective Effective Date, a statement (the "Operating Statement") setting forth all revenues from the Property and setting forth all costs and expenses of operating, maintaining, and repairing the Property (and the costs of replacing component parts thereof) incurred by Seller, in each case during the entire period from the date the Building first went into operation, through December 31, 1997.Seller shall also use its reasonable efforts during the Inspection Period to cause Xxxxx, Xxx & Associates, Inc. to address its Phase I Environmental Audit dated September, 1994 and its summary of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policiespier drilling dated August 11, occupancy permits1995, building inspection reports and environmental reports relating thereto and to Purchaser in the possession or under the control of Seller. Seller acknowledges such a way that Purchaser may shall be required by the Securities and Exchange Commission entitled to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the rely on same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereof.

Purchasers Inspection and Review Rights. Subject Commencing on the Effective ---------------------------------------- Date of this Agreement and continuing through the Inspection Period, upon at least one (1) full day prior verbal notice to the rights of the TenantsSeller in each case, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith 's cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller Such privilege shall include the right to make borings and other tests to obtain information necessary to determine surface and subsurface conditions, provided that such activities do not materially interfere with the business operations of the Tenant on the Property. Purchaser shall also have the right following the Inspection Period to be present at any meetings with any Tenantconduct a pre-closing inspection of the Property. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilegeprivilege granted in this Paragraph 5 (but excluding any liability arising out of the existing environmental condition of the Property and excluding any claims arising out of a release of existing or in-place Hazardous Substances on or under the Property unless caused by the negligence of Purchaser or its agents, engineers or representatives), and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilegeprivilege (excluding any damage arising out of a release of existing or in-place Hazardous Substances on or under the Property unless caused by the negligence of Purchaser or its agents, engineers or representatives). Prior Purchaser's obligations under the preceding sentence shall survive the Closing and any termination of this Agreement. Within three (3) days after the Effective Date of this Agreement, to entry on the extent not already provided to Purchaser, Seller shall provide to Purchaser complete copies of all Service Contracts, if any, copies of all existing environmental reports (including the Environmental Report), wetlands reports, soil reports and other reports from any tests and studies obtained by Seller or any affiliate of Seller, evidence of the existing zoning of the Land (including a zoning letter from the appropriate jurisdiction and a copy of the zoning ordinance), evidence of satisfaction of subdivision requirements, if any, copies of property tax assessments and property tax bills for the Property for the purpose period of performing any testingSeller's ownership, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against evidence of availability of all liability of Purchaser and its consultants and contractorsrequired utilities, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing a copy of the written approval of the Plans and Specifications by the Committee under the Declaration, copies of all permits obtained with respect to the Improvements, a written inventory and listing of the Personal Property or any part thereof made on Purchaser’s behalf, andand Seller's operating budget with respect to the Property for the 1999 calendar year. In addition, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to during the Closing (as hereinafter defined)Inspection Period, Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, at Seller's office in Chicago, Illinois, and for review and copying, to the extent availablecopying at Purchaser's expense, all books, records, records and files in Seller’s possession relating to the ownership acquisition, operation and operation leasing of the Property, including, without limitation, title matters, surveys, tenant files, service including correspondence to and maintenance from the Tenant, commission agreements, tax bills, warranties and other contractsguaranties in effect with respect to the Improvements and Personal Property, booksplans and specifications, records, operating statementsengineering reports and reports of insurance carriers insuring the Property, and other information relating to the Property (but excluding any construction contracts or development budgets relating to the Property). Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, such records and files relating to the Property, but not including records relating Property as to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been which access shall be provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereofherein required.

Purchasers Inspection and Review Rights. Subject Commencing on the Effective Date and ending on the Closing Date, and subject to the rights of the TenantsTenant (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Such privilege shall include the right to make tests, borings, and other tests to obtain information necessary to determine surface and subsurface conditions, provided, however, that no borings shall be made without the advance written consent of Seller. Seller in its sole and absolute discretion, shall have the right to be present at approve all consultants conducting any meetings with tests as well as the scope of any Tenantinvasive testing on the Property prior to the Purchaser conducting such testing. Such privilege shall also include the right to make any other tests deemed reasonably necessary by Purchaser. Purchaser hereby agrees to indemnify and hold Seller harmless from any liens, claims, liabilities, expenses and damages damages, including, without limitation, reasonable attorney's fees, incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, and for review and copying, to the extent availablecopying at Purchaser's expense, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser Purchaser, at no cost to Seller, in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide copies of any of such books, but not including records relating records, and files as may be reasonably requested by Purchaser, with the copying costs to the cost of construction or financingbe borne by Purchaser. Seller further agrees to provide to Purchaser (prior to the extent date which is five (5) business days after the same Effective Date the most current surveys, appraisals, environmental and engineering reports of the Land and Improvements which are in the possession of Seller or which Seller can obtain with a reasonable effort and which have not been previously been provided delivered to Purchaser) . Seller further agrees to provide to Purchaser prior to the date which is five (5) days after the effective date Effective Date, a statement setting forth all revenues from the Property and setting forth all costs and expenses of operating, maintaining, and repairing the Property (and the costs of replacing component parts thereof) incurred by Seller, in each case during the period of its ownership. The provisions of this Agreement paragraph 4 shall survive the most current boundary and “as-built” surveys Closing or any termination of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereofAgreement.

Purchasers Inspection and Review Rights. Subject Commencing on the Effective Date of this Agreement and subject to the rights of the TenantsTenants (as hereinafter defined), Purchaser and its agents, engineers, or representativesrepresentatives (collectively, “Purchaser Representatives”), with Seller’s reasonable, 's good faith cooperation, shall have the privilege (subject to the rights of Tenants or other occupants of the Property and without disturbing the same) of going upon the Property Land and Improvements (“Real Property”) as needed to inspect, examine, test, and survey the Real Property at all reasonable times and from time to time. Purchaser understands and agrees that any on-site inspection shall be conducted on at least 24 hours prior written notice to Seller and, at Seller's option in its sole discretion, in the presence of Seller or its representative. Such privilege shall have not include the right to make borings and other invasive tests, unless approved by Seller in its sole discretion. Purchaser shall maintain or shall cause to be present maintained at any meetings all times during its entry upon the Real Property, commercial general liability insurance with any Tenantlimits of not less than Two Million and No/100 Dollars ($2,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Real Property, whether or not Seller holds other policies of insurance. A certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Real Property by Purchaser or its agents, engineers or representatives. Purchaser hereby agrees to indemnify and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilegeprivilege (but excluding any liability arising out of the pre-existing environmental condition of the Real Property or the presence of toxic or hazardous substances thereon (unless such condition is exacerbated by a Purchaser Representative), and Purchaser further agrees to repair any damage to the Real Property caused by the exercise of such privilege. Prior Such obligation to entry on the Property for the purpose indemnify and hold harmless Seller shall survive any termination of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property this Agreement or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to the Closing (as hereinafter definedand shall not be merged therein). Prior to the Effective Date, Seller shall deliver to Purchaser a copy of (or otherwise make available to Purchaser, or Purchaser’s agents and representatives, Purchaser for review and copying, to the extent available, inspection) all material books, records, and files in Seller’s possession relating to the ownership and operation of the Property and Real Property, including, without limitation, title matters, surveystenant files, tenant filescredit information, commission agreements, service and maintenance agreements, maintenance records for HVAC and other equipment and the roof(s) on the Improvements, as-built plans and specifications, environmental reports, engineering reports, reports of insurance carriers insuring the Property and Real Property, and other contracts, books, records, operating statements, statements and other information relating to the Property. Seller further agrees to in good faith assist Property and cooperate with Purchaser in coming to a thorough understanding of the books, records, Real Property and files relating each solely to the Propertyextent in Seller's possession or control and excluding any materials of a privileged, but not including records relating to the cost of construction confidential or financingproprietary nature. Seller further agrees to provide to Purchaser (or otherwise make available to Purchaser for inspection) prior to the Effective Date of this Agreement, to the extent the same have not previously been provided to Purchaser) prior to are in the date which is five (5) days after possession of or under the effective date control of this Agreement Seller, the most current boundary and “"as-built” " surveys of the Land and Improvements and any title insurance policies, occupancy environmental reports, certificates of occupancy, building permits, building inspection reports zoning letters and environmental reports instruments reflecting the approval of any association governing the Real Property or relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereofthereto.

Purchasers Inspection and Review Rights. Subject to Commencing on the rights Effective ---------------------------------------- Date of the Tenantsthis Agreement, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith 's cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller Such privilege shall have include the right to be present at any meetings make borings and other tests to obtain information necessary to determine surface and subsurface conditions, provided that such activities do not materially interfere with any Tenantthe ongoing construction operations on the Property. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilegeprivilege (but excluding any liability arising out of the existing environmental condition of the Property and excluding any claims arising out of a release of existing or in-place Hazardous Substances on or under the Property), and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilegeprivilege (excluding any damage arising out of a release of existing or in-place Hazardous Substances on or under the Property). Prior The indemnification and agreement by Purchaser set forth in the preceding sentence shall survive any termination of this Agreement. Purchaser shall give Seller reasonable prior verbal notice of Purchaser's intention to entry on conduct any inspections, examinations, tests and surveys of the Property for the purpose of performing so that Seller shall have an opportunity to have a representative present during any testing, such activities. Purchaser agrees that Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount carry not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against 1,000,000 commercial general liability insurance covering all liability activities of Purchaser and its consultants representatives while exercising the right of access on the Property. Seller shall be named as an additional insured on such commercial general liability insurance policy. A certificate of such insurance shall be provided to Seller prior to Purchaser exercising such right of access on the Property. Within three (3) days after the Effective Date of this Agreement, to the extent not already provided to Purchaser, Seller shall provide to Purchaser complete copies of all Service Contracts, if any, the Architect's Agreement, the Construction Agreements, copies of all existing environmental reports (including the Environmental Report), soil reports and contractors, respectivelyother reports from any tests and studies obtained by Seller, and each of their respective agents, employees a written inventory and contractors, arising out of inspections and testing listing of the Property or any part thereof made on Purchaser’s behalf, andPersonal Property. In addition, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to the Closing (as hereinafter defined)Closing, Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, at Seller's office in Englewood, Colorado, and for review and copying, to the extent availablecopying at Purchaser's expense, all books, records, and files in Seller’s possession relating to the ownership acquisition, leasing and operation development of the Property, including, without limitation, title matters, surveys, tenant files, service commission agreements, tax bills, construction contracts, contracts with architects, engineers and maintenance agreementsconsultants, warranties and guaranties in effect with respect to the Improvements and Personal Property, plans and specifications, environmental reports, engineering reports, reports of insurance carriers insuring the Property, and other contracts, books, records, operating statementsbudgets, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Except as otherwise provided herein, but not including records and except for data and information expressly prepared by Seller for the benefit of Purchaser, Seller makes no representations or warranties as to the truth or accuracy of any material, data or other information supplied to Purchaser in connection with Purchaser's inspection of the Property. In the event the purchase and sale contemplated herein fails to close for any reason other than the default of Seller, Purchaser agrees to return to Seller all documents, records, files and reports provided by Seller to Purchaser, and Purchaser agrees to provide Seller with copies of any reports or studies prepared for Purchaser by third parties relating to the cost of construction Property (other than reports or financing. Seller further agrees to provide to Purchaser (to the extent the same studies which have not previously been provided sent to Purchaser) prior Seller or which are the subject to attorney-client privilege), which agreements shall survive the date which is five (5) days after the effective date termination of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and Agreement. Purchaser shall in the possession no event be responsible or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property liable for the applicable period, and permit them to copy contents of or the same, (ii) execute a form accuracy or completeness of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In addition, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and reports or studies prepared by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereofthird parties.

Purchasers Inspection and Review Rights. Subject to the rights of the Tenants---------------------------------------- Tenant (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with any Tenant. Purchaser hereby agrees to indemnify Seller and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior Said indemnity shall survive Closing or termination of this Agreement. All such inspections shall be non-destructive in nature and specifically shall not include any physically intrusive testing; provided however, that if Purchaser desires to entry on the Property for the purpose of performing any undertake such intrusive testing, Purchaser shall first obtain Seller's written approval which shall not be unreasonably withheld if Purchaser conducts such testing in accordance with commercially customary standards. Purchaser shall maintain and/or and shall insure that Purchaser and Purchaser’s 's consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, 's behalf and, at Seller’s 's request, Purchaser shall furnish Sellers with copies of its insurance appropriate certificates evidencing and endorsements reflecting Seller as an additional insured under any such coverageinsurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, to the extent available, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating solely to the operation of the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date Effective Date of this Agreement the most current boundary and “"as-built” " surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to Purchaser, (ii) execute a form Seller shall use commercially reasonable efforts to cause the authors of “rep” letter appraisal, environmental and building inspection reports to issue reliance letters addressed to Purchaser and Purchaser's lender, if any, in form and substance reasonably satisfactory acceptable to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In additionPurchaser, at least five (5) business 15 days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereof.

Purchasers Inspection and Review Rights. (a) Subject to the rights of the Tenants, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with any Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with copies of its insurance certificates evidencing such coverage. At all reasonable times prior to the Closing (as hereinafter defined)Closing, Seller shall make available to Purchaser, or Purchaser’s agents and representatives, for review and copying, to the extent availableat Purchaser’s sole cost and expense, all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, leasing commission agreements, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding explaining the content of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date Effective Date of this Agreement Agreement, to the extent the same are in the possession of or under the control of Seller, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports reports, environmental reports, certificates of occupancy, building permits, zoning letters and environmental reports instruments reflecting the approval of any association governing the Property relating thereto and in the possession or under the control of Sellerthereto. Seller acknowledges and agrees that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard Purchaser, subject to the Propertyrights and obligations of Tenants under the Leases, shall have the right to conduct interviews with the Tenants. Seller has already contacted the Tenants to schedule such interviews and shall use good faith and diligent efforts with the cooperation of Purchaser, to schedule such interviews within the first (1st) five (5) business days of the Inspection Period. Purchaser shall not have the right to contact any Tenants directly without Seller’s involvement. Without limiting the foregoing, Purchaser shall allow Seller to be present during such tenant interviews. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaserrequest, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownershipextent same were initially commissioned by Seller, managementthe authors of appraisal, maintenanceenvironmental and building inspection reports to issue reliance letters addressed to Purchaser and Purchaser’s lender, and operation of the Property for the applicable periodif any, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory acceptable to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. In additionPurchaser, at least five (5) business days prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser the documentation listed on Exhibit “G” attached hereto and by this reference made a part hereof and will deliver written answers to the questionnaire listed on Exhibit “H” attached hereto and by this reference made a part hereof.