Common use of Seller’s Obligations Clause in Contracts

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. At the Closing, Seller shall execute and deliver to Purchaser, and/or cause the execution and delivery by all parties other than Purchaser of, the following with respect to the Property: (at Sellera) That certain assignment of the Ground Lease (as defined in Section 9.01(b) below) (the “Ground Lease Assignment”) in the form attached hereto as Exhibit B. (b) That certain blanket conveyance, ▇▇▇▇ of sale and assignment (“▇▇▇▇ of Sale”) in the form attached hereto as Exhibit C. (c) That certain assignment of the Lease (the “Lease Assignment”) in the form attached hereto as Exhibit D. (d) That certain affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit E. (e) A tenant estoppel certificate (the “Tenant Estoppel Certificate”) from Tenant in the form attached hereto as Exhibit F, or in such other form as may be acceptable to Purchaser and Tenant. The Tenant Estoppel Certificate, in order to be effective, must be dated no earlier than thirty (30) days prior to the Closing Date. The Tenant Estoppel Certificate must be joined in by any guarantor and be completed to reflect the terms of the Lease and must not, unless expressly waived by Purchaser in writing, disclose any material defaults or other matters reasonably unacceptable to Purchaser. The completed form of the Tenant Estoppel Certificate must be prepared by Seller and submitted to Purchaser, for Purchaser’s expense)review and reasonable approval, prior to delivery to Tenant. Purchaser shall deliver any comments to the completed Tenant Estoppel Certificate within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Noticethereof, Purchaser shall confirm in writing to Seller, if failing which such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice completed Tenant Estoppel Certificate shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreementapproved. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially all reasonable efforts to provide such additional information, documentation or materials obtain and deliver to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that Purchaser the delivery or non-delivery of any such item shall executed Tenant Estoppel Certificate in no manner extend the Approval Period. Notwithstanding the foregoing provisions of form required by this Section 4.1, should 6.02(e) no later than the third (3rd) business day prior to the Closing Date. Seller (i) fail shall not be in default for failure to timely deliver the Due Diligence Delivery Notice to Tenant Estoppel Certificate and Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until ’s sole recourse for such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser failure shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. Purchaser shall be returned entitled to extend the Closing Date for up to fifteen (15) days, if necessary, in order for Seller to obtain the Tenant Estoppel Certificate. (f) A Subordination, Non-Disturbance and Attornment Agreement (the “SNDA”) in a form attached hereto as Exhibit K or in such other form that is mutually acceptable to Purchaser, Tenant and Purchaser’s lender whereby Tenant’s rights are subordinated to the lien of Purchaser’s lender. Seller agrees to use its best efforts to obtain and deliver to Purchaser the executed SNDA in the form required by this Section 6.02(f) no later than the third (3rd) business day prior to the Closing Date. Notwithstanding the foregoing, Seller shall not be in default for failure to deliver the SNDA and delivery of the SNDA shall not be a condition to Purchaser’s performance under this Contract. (g) Original counterparts (to the extent available) of the Lease, lease files (including all correspondence, applications and credit reports), operating agreements, reciprocal easement agreements, options, warranties, guarantees, permits and other agreements related to the Property, including all modifications, supplements or amendments to each of the foregoing, provided that if Seller does not have originals of such documents, Seller shall deliver to Purchaser copies that are certified by Seller as being complete and accurate. (h) All landlord keys to the Property. (i) An affidavit of title sufficient to permit Escrow Agent to Purchaserremove any exception in the Owner Policy for mechanics’ and materialmen’s liens, without the consent or joinder general rights of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder parties in possession (except for the Surviving Obligationsrights of Tenant as tenant under the Lease), unrecorded encumbrances and unpaid taxes or assessments not appearing of record, in a form reasonably acceptable to Escrow Agent, along with a GAP Affidavit and any other items reasonably required by Escrow Agent. (j) Seller’s certification that all representations and warranties made by Seller under this Contract are true, complete and correct in all material respects as of the Closing Date (if accurate or, if not accurate, a description of the basis for such inaccuracy). An updated rent roll certified by Seller to be true, complete and correct in all material respects to the best of Seller’s actual knowledge. (k) That certain tenant notification letter (the “Tenant Letter”) in the form attached hereto as Exhibit G and made a part hereof for all purposes. (l) Appropriate evidence of Seller’s authority to consummate the transaction contemplated by this Contract as may be required by Escrow Agent. (m) Estoppel certificates, in form and substance reasonably satisfactory to Purchaser, from all parties to any declarations, covenants, conditions, restrictions or other agreements materially affecting all or any portion of the Property, each to the extent designated by Purchaser during the Review Period and in substantially the form attached hereto as Exhibit I and made a part hereof. Seller agrees to use its best efforts to obtain and deliver such estoppel certificates. Seller will not be in default for failure to deliver such estoppel certificates and Purchaser’s sole recourse for such failure will be to terminate this Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. (n) The Central Polk Waiver if it was placed in escrow with Escrow Agent with instructions to release it only upon Closing and payment of the Waiver Fee.

Seller’s Obligations. At the Closing, Seller shall execute and deliver to Purchaser, and/or cause the execution and delivery by all parties other than Purchaser of, the following with respect to the Property: (at Sellera) That certain special warranty deed (the “Deed”) in the form attached hereto as Exhibit B and made a part hereof for all purposes. (b) That certain blanket conveyance, ▇▇▇▇ of sale and assignment (“▇▇▇▇ of Sale”) in the form attached hereto as Exhibit C and made a part hereof for all purposes. (c) That certain assignment of leases (the “Lease Assignment”) in the form attached hereto as Exhibit D and made a part hereof for all purposes. (d) That certain affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit E and made a part hereof for all purposes. (e) Those certain tenant estoppel certificates (the “Tenant Estoppel Certificates”) in the form attached hereto as Exhibit F and made a part hereof for all purposes from all tenants (the “Required Estoppels”). The Tenant Estoppel Certificates, in order to be effective, must be dated no earlier than thirty (30) days prior to the Closing Date. The Tenant Estoppel Certificates must be joined in by any guarantor and be completed to reflect the terms of the applicable Lease and must not, unless expressly waived by Purchaser in writing, disclose any material defaults or other matters reasonably unacceptable to Purchaser. The completed form of the Tenant Estoppel Certificates must be prepared by Seller and submitted to Purchaser, for Purchaser’s expense)review and reasonable approval, prior to delivery to the tenants. Purchaser shall deliver any comments to the completed Tenant Estoppel Certificates within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Noticethereof, Purchaser shall confirm in writing to Seller, if failing which such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice completed Tenant Estoppel Certificates shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreementapproved. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially all reasonable efforts to provide such additional information, documentation or materials obtain and deliver to Purchaser, at Purchaser the Tenant Estoppel Certificates no cost or expense later than the third (3rd) business day prior to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall Closing Date. Seller will not be in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail default for failure to timely deliver the Due Diligence Delivery Notice to Tenant Estoppel Certificates and Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until ’s sole recourse for such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall failure will be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. Purchaser shall be returned by entitled to extend the Escrow Agent Closing Date for up to fifteen (15) days, if necessary, in order for Seller to obtain the Required Estoppels. (f) A Subordination, Non-Disturbance and Attornment Agreement in a form attached hereto as Exhibit K or in such other form that is mutually acceptable to Purchaser, without Tenant and Purchaser’s lender whereby Tenant’s rights are subordinated to the consent lien of a lender. In the event there is an option to purchase or joinder a right of first refusal to purchase any portion of the Property, then Seller being shall provide evidence acceptable to Purchaser and Purchaser’s Lender, confirming that such right of first refusal has been waived with respect to the transfer of equitable ownership of the Property to Purchaser and/or Purchaser’s affiliates. Such confirmation shall also be incorporated into any Subordination, Non-Disturbance and Attornment Agreement and Tenant Estoppel Certificate that may be required by Purchaser or its Lender. (g) Original counterparts (to the extent available) of all Leases, lease files (including all correspondence, applications and notwithstanding credit reports), operating agreements, reciprocal easement agreements, options, warranties, guarantees, permits and other agreements related to the Property, including all modifications, supplements or amendments to each of the foregoing. (h) All landlord keys to the Property. (i) To the extent necessary to permit the Title Company to remove any contrary instructions which might be provided exception in the Owner Policy for mechanics’ and materialmen’s liens and general rights of parties in possession, an affidavit as to debts and liens and parties in possession executed by Seller, made to Purchaser and neither party shall have the Title Company and in a form reasonably acceptable to the Title Company, along with a GAP Affidavit and any further rights other items reasonably required by the Title Company. (j) Seller’s certification that all representations and warranties made by Seller under this Contract are true, complete and correct in all material respects as of the Closing Date (if accurate or, if not accurate, a description of the basis for such inaccuracy). An updated rent roll certified by Seller to be true, complete and correct in all material respects to the best of Seller’s actual knowledge. (k) That certain tenant notification letter (the “Tenant Letter”) in the form attached hereto as Exhibit G and made a part hereof for all purposes. (l) Appropriate evidence of Seller’s authority to consummate the transactions contemplated by this Contract as may be required by the Title Company. (m) Estoppel certificates, in form and substance reasonably satisfactory to Purchaser, from all parties to any declarations, business park covenants or obligations hereunder except other agreements materially affecting all or any portion of the Property, each to the extent designated by Purchaser during the Review Period and in substantially the form attached hereto as Exhibit I and made a part hereof. Seller will not be in default for failure to deliver such estoppel certificates and Purchaser’s sole recourse for such failure will be to terminate this Contract and receive the Surviving Obligations▇▇▇▇▇▇▇ Money Deposit. (n) A certified rent roll listing all of the Tenants of the Property.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) business days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. It is expressly understood and agreed that the Seller shall deliver and Purchaser, at Purchaser's cost (not to Purchaser (at be unreasonably incurred by Seller’s expense), within three (3) days after shall endeavor using reasonable best efforts to cause Gwinnett County to abandon the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed public road located on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”"Road Abandonment"). The date of recordation of the applicable abandonment documentation is herein referred to as the "Road Abandonment Date". In addition, Seller shall provide Purchaser with written notice at endeavor using reasonable best efforts to cause the removal of asbestos from the existing buildings on the Property. All such time as Seller determines that all Due Diligence Items asbestos shall have been delivered removed from the existing buildings on the Property in accordance with all federal, state and local laws and regulations through an asbestos removal contractor reasonably satisfactory to Purchaser (before Purchaser shall have an obligation to close the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt purchase of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event Property. the date of the completion of removal of the asbestos from the existing buildings on the Property in accordance with all federal, state and local laws and regulations through an asbestos removal contractor reasonably satisfactory to Purchaser is referred to herein as the "Asbestos Removal Date". (c) The Contract shall be further amended to provide that Purchaser receives as of the Due Diligence Delivery Notice date of the execution of the Second Amendment all E▇▇▇▇▇▇ Money (totaling $25,000.00) shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, and shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of refundable to Purchaser for any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller reason other than (i) fail failure of Seller to timely deliver consummate the Due Diligence Delivery Notice transaction by delivery of a Limited Warranty Deed to Purchaser, as Purchaser or any other closing document required above, under the Contract or (ii) fail failure of Seller to timely deliver complete the Missing Due Diligence Delivery Notice and/or Road Abandonment or the Missing Due Diligence Items asbestos removal on or before October 31, 1996, it being agreed and acknowledged by Purchaser that Purchaser has waived any and all contingencies in connection with the Contract, including, without limitation, all title matters previously objected to by Purchaser, as required aboveany and all survey objections under the Contract, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges feasibility contingency set forth in writing, and until such time as Purchaser so acknowledges the occurrence Section 13 of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, Contract and the ▇contingencies set forth in Section 20 of the Contract. The parties acknowledge and agree that the intent of the amendment set forth hereinabove is that all E▇▇▇▇▇▇ Money shall be returned by nonrefundable except in the Escrow Agent to Purchaser, without the consent or joinder case of (i) failure of Seller being required and notwithstanding any contrary instructions which might be provided to deliver title (in the status as held by Seller) to the Property to Purchaser or any other closing document required under the Contract or (ii) failure of Seller to complete the Road Abandonment or the asbestos removal on or before October 31, and neither party 1996. (d) The Contract shall have any be further rights amended by amending Section 6 of the Contract to provide that the "date of closing" or obligations hereunder except for "Closing" shall be the Surviving Obligationslatest of thirty (30) days after the (i) Road Abandonment Date; (ii) the Asbestos Removal date; or (iii) the date of execution of the Second Amendment. Time is of the essence hereof.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) business days after the Effective Date, true, correct, complete and (to the extent available) legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property to the extent such items are within Seller’s possession or control (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all the Due Diligence Items in Seller’s possession or control have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items that Purchaser desires have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). If Purchaser fails to either (i) timely confirm in writing that Purchaser has received all Due Diligence Items that Purchaser desires, or (ii) timely provide Seller with a Missing Due Diligence Notice, then the date of the Due Diligence Delivery Notice shall be deemed the Due Diligence Receipt Date. Within two (2) business days following Seller’s receipt of the a Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence ItemsItems to the extent same are within Seller’s possession or control, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing such missing Due Diligence ItemsItems as are in Seller’s possession or control, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence ItemsItems which Purchaser desires, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. If Purchaser fails timely to provide such written confirmation, then the date of the Missing Due Diligence Delivery Notice shall be deemed the Due Diligence Receipt Date. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for such obligations which by their terms expressly survive the termination of this Agreement (the “Surviving Obligations”).

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. At the Closing, Seller shall execute and deliver to Purchaser, and/or cause the execution and delivery by all parties other than Purchaser of, the following with respect to the Property: (at Sellera) That certain special warranty deed (the “Deed”) in the form attached hereto as Exhibit B and made a part hereof for all purposes. (b) That quit claim ▇▇▇▇ of sale (“▇▇▇▇ of Sale”) in the form attached hereto as Exhibit C and made a part hereof for all purposes. (c) That certain assignment of lease (the “Lease Assignment”) in the form attached hereto as Exhibit D and made a part hereof for all purposes. (d) That certain affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit E and made a part hereof for all purposes. (e) That certain tenant estoppel certificate (the “Tenant Estoppel Certificate”) in the form attached hereto as Exhibit F and made a part hereof for all purposes from all tenants (the “Required Estoppels”). The Tenant Estoppel Certificates, in order to be effective, must be dated no earlier than thirty (30) days prior to the Closing Date. The Tenant Estoppel Certificates must be joined in by any guarantor and be completed to reflect the terms of the applicable Lease and must not, unless expressly waived by Purchaser in writing, disclose any material defaults or other matters reasonably unacceptable to Purchaser. The completed form of the Tenant Estoppel Certificates must be prepared by Seller and submitted to Purchaser, for Purchaser’s expense)review and reasonable approval, prior to delivery to the tenants. Purchaser shall deliver any objections to the signed Tenant Estoppel Certificates within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Noticethereof, Purchaser shall confirm in writing to Seller, if failing which such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice signed Tenant Estoppel Certificate shall be deemed to approved and the receipt thereof shall no longer be the “Due Diligence Receipt Date” an obligation, condition or contingency hereunder unless such Estoppel Certificate is older than thirty (herein so called30) for all purposes of this Agreement. In the days from Closing and, in that event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreementa condition precedent that Seller deliver such approved Tenant Estoppel Certificate dated no earlier than thirty (30) days from Closing. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to The parties shall use commercially reasonable efforts to provide such additional information, documentation or materials obtain and deliver to Purchaser, at Purchaser the Tenant Estoppel Certificate no cost or expense later than the third (3rd) business day prior to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall Closing Date. Seller will not be in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail default for failure to timely deliver the Due Diligence Delivery Notice to Tenant Estoppel Certificate and Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until ’s sole recourse for such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall failure will be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, Contract and receive the ▇▇▇▇▇▇▇ Money shall be returned by Deposit. (f) Original counterparts (to the Escrow Agent extent available and in Seller’s actual possession) of the Lease, lease files (including all correspondence, applications and credit reports), operating agreements, reciprocal easement agreements, options, warranties, guarantees, permits and other agreements related to Purchaserthe Property, without including all modifications, supplements or amendments to each of the consent or joinder foregoing. (g) All landlord keys to the Property. (h) To the extent necessary to permit the Title Company to remove any exception in the Owner Policy for mechanics’ and materialmen’s liens and general rights of Seller being required parties in possession, an affidavit as to debts and notwithstanding any contrary instructions which might be provided liens and parties in possession executed by Seller, made to Purchaser and neither party shall have the Title Company and in a form reasonably acceptable to the Title Company and Seller, along with any further rights or obligations hereunder except other items reasonably required by the Title Company and reasonably approved by Seller. (i) Seller’s certification that all representations and warranties made by Seller under this Contract are true, complete and correct in all material respects as of the Closing Date (if accurate or, if not accurate, a description of the basis for such inaccuracy). (j) That certain tenant notification letter (the Surviving Obligations“Tenant Letter”) in the form attached hereto as Exhibit G and made a part hereof for all purposes. (k) Appropriate evidence of Seller’s authority to consummate the transactions contemplated by this Contract as may be required by the Title Company. (l) The lease amendment, as more particularly described in Section 9.05. (m) A certified updated rent roll listing the Tenant of the Property and its then current rent.

Seller’s Obligations. At Closing, Seller shall deliver or cause to be delivered to Purchaser the following: (at Seller’s expensea) An assignment and assumption of the PILOT Lease (substantially in the form of Exhibit B), within three duly executed and acknowledged. (3b) days after the Effective Date, true, correct, complete An assignment and legible copies of all assumption of the due diligence items listed on Schedule “A” attached hereto Leases and incorporated herein with respect the Service Contracts that Purchaser has elected to assume during the Property Inspection Period (collectively, substantially in the form of Exhibit C) duly executed and acknowledged (the “Due Diligence ItemsAssignment and Assumption of Leases and Service Contracts”). Seller shall provide Purchaser with deliver written notice of termination at such time as Closing of any Service Contract which (x) Purchaser requests that Seller determines terminate in writing at least ten (10) days prior to Closing and (y) is terminable without cost or penalty to Seller. (c) A standard form of tenant notice letter (substantially in the form of Exhibit E), duly executed, informing the Tenant that all Due Diligence Items have the Property has been delivered to Purchaser sold (the “Due Diligence Delivery NoticeTenant Notice Letters”). Within two . (2d) business days following Purchaser’s receipt A certificate (substantially in the form of Exhibit I) indicating that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Internal Revenue Code and Income Tax Regulations. (e) Such other affidavits or documents as are reasonably required under Tennessee law to consummate these transactions, in form and substance acceptable to Seller. (f) The originals of the Due Diligence Delivery NoticeLeases, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller Service Contracts that Purchaser has received all required Due Diligence Itemselected to assume and certificates of occupancy for the Improvements, to the extent such items are in which event Seller’s possession. (g) Seller shall obtain and deliver the date that following to Purchaser receives at or prior to Closing: (i) a Tenant Estoppel Certificate substantially in the Missing Due Diligence Delivery Noticeform of the attached as Exhibit K (a “Tenant’s Estoppel Certificate”) from Flight Safety International, accompanied by all Missing Due Diligence ItemsInc. (“Flight Safety”) dated within thirty (30) calendar days of the Closing Date. Anything herein to the contrary notwithstanding, a Tenant Estoppel Certificate satisfying the requirements contained in such Tenant’s Lease, without material modification, shall be deemed to be the Due Diligence Receipt Date satisfactory for all purposes of this AgreementSection 4.02(g)(i); (ii) a No Default Certificate from the Lessor under the PILOT Lease pursuant to Section 12.09 of the PILOT Lease; and (iii) the Property, free from tenancies, with the exception of Flight Safety. Notwithstanding The foregoing deliveries in clauses (i), (ii) and (iii) are hereinafter collectively referred to as the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from “Required Deliveries”. Seller at any time after the Effective Date, and Seller agrees to shall use commercially reasonable efforts to provide such additional information, documentation or materials obtain the Required Deliveries. If Seller is unable to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, obtain and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice Required Deliveries to PurchaserPurchaser at or prior to Closing, then Purchaser shall have the right, as required aboveits sole and exclusive remedy, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon Contract by delivering written notice of termination to SellerSeller and the Escrow Agent, whereupon this Agreement automatically Purchaser shall terminate, receive a return of the ▇E▇▇▇▇▇▇ Money shall be returned by Deposit and all accrued interest thereon and thereafter neither of the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party parties hereto shall have any further rights or obligations hereunder whatsoever, except for such rights or obligations that, by the Surviving Obligationsexpress terms hereof, survive any termination of this Contract. (h) Original Tenant files, building plans, warranties and keys to the extent such items are in Seller’s possession.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three five (35) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall use commercially reasonable efforts to provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the “Approval Period,” as defined in Section 4.1.1. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations. Notwithstanding the foregoing, in the event that Seller has failed to provide Purchaser with all of the Missing Due Diligence Items or Purchaser has not acknowledged in writing its receipt of all required Due Diligence Items by the twentieth (20th) day following the Effective Date (the “Outside Delivery Date”), then Purchaser shall have the option as its sole and exclusive remedy to either (i) provide Seller with written notice (the “Waiver Notice”) waiving delivery of the missing Due Diligence Items, in which event the Outside Delivery Date shall be deemed to be the Due Diligence Receipt Date, or (ii) terminate this Agreement upon written notice to Seller, whereupon the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller and neither party shall have any further right or obligation hereunder, except for the Surviving Obligations. Failure by Purchaser to deliver the Waiver Notice to Seller by 5:00 p.m. central time on the Outside Delivery Date shall be deemed to constitute Purchaser’s election to terminate this Agreement pursuant to the preceding sentence.

Seller’s Obligations. Seller shall deliver make available to Purchaser at the Property, or will provide to Purchaser through an electronic drop box (at Seller’s expense), within three (3) days after the Effective Date, true, correct, complete and legible (to the extent the copies in Seller’s files are legible) copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Except for the items listed under the headings “Reports”, “Financial”, and “Leases”, on Schedule “A”, all of which Seller shall provide to Purchaser, all other Due Diligence Items will be delivered by Seller to Purchaser to the extent that such items are non-privileged, and are in Seller’s possession or reasonable control. Seller shall provide Purchaser with written or email notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two three (23) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. If Purchaser fails to timely respond to the Due Diligence Delivery Notice, the Due Diligence Receipt Date shall be deemed to be the date that Purchaser receives the Due Diligence Delivery Notice. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within If the Missing Due Diligence Items are in Seller’s possession or reasonable control, Seller shall provide the Missing Due Diligence Items to Purchaser within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request from Seller reasonable additional information, documentation or materials concerning the Property from Seller that Seller’s affiliates typically provide to other purchasers of self-storage properties (“Additional Information”) at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials the Additional Information to Purchaser, at no cost or expense to Seller, provided it that such Additional Information is within Seller’s possession or under its reasonable control, and further provided that the . The delivery or non-delivery of any such item shall Additional Information will not in no manner any event extend the Approval PeriodPeriod or the Due Diligence Receipt Date. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, as its sole and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Dateexclusive remedy, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations. Notwithstanding anything contained in this Agreement to the contrary, the Due Diligence Receipt Date will not be extended to any date that is later than seven (7) days following the Effective Date.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser, are onsite and available for Purchaser inspection and review (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three five (35) business days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property Property, including without limitation all “Environmental Documents” (as defined below) (collectively, the “Due Diligence Items”). For purposes of this Agreement, “Environmental Documents” shall mean any and all documents or information in Seller’s possession or control related to the environmental condition of the Property, including without limitation, any and all data, assessments, reports, applications, permits, deed notices, use restrictions, submittals and correspondence with governmental agencies or third parties. Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two five (23) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇E▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s 's expense), within three (3) business days after the "Effective Date" (as defined below), true, correct, complete and legible copies of all of the due diligence items listed on Schedule “"A” " attached hereto and incorporated herein with respect to each of the properties comprising the Property (collectively, the “"Due Diligence Items”"). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “"Due Diligence Delivery Notice”"). Within two (2) business days following Purchaser’s 's receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “"Due Diligence Receipt Date” " (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “"Missing Due Diligence Notice”"), within two (2) business days following Purchaser’s 's receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”)Seller. Within two (2) business days following Seller’s 's receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing all Due Diligence Items, Items listed thereon together with written notice confirming such delivery (the “"Missing Due Diligence Delivery Notice”"). Within two (2) business days following Purchaser’s 's receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Notice shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s 's possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerrequired, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) business days after the Effective DateDate and to the extent in Seller’s possession, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent Title Company to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for such obligations which by their terms expressly survive the termination of this Agreement (the “Surviving Obligations”) .

Seller’s Obligations. Seller hereby covenants to Buyer, upon which covenants Buyer has relied and will continue to rely, that from the Effective Date through and including the Closing Date: i. Seller will not subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters or modify, extend, renew, replace or otherwise change any of the terms, covenants or conditions of existing agreements, or enter into any new agreements, affecting the Property without Buyers prior written approval, after the expiration of the Inspection Period (as herein defined). Prior to the expiration of the Inspection Period (as herein defined) Seller will not subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters or modify, extend, renew, replace or otherwise change any of the terms, covenants or conditions of existing agreements, or enter into any new agreements, affecting the Property without providing prior written notice of same to Buyer. ii. From the Effective Date through the end of the Inspection Period, Seller shall deliver promptly provide notice to Purchaser Buyer of any new lease affecting the Property or material change in any of the Leases, including but not limited to, any renewal, extension, notice of default by Landlord or Tenant, or termination of any lease term not provided for in the subject lease. From the end of the Inspection Period through the Date of Closing, Seller shall not, without first obtaining Buyer's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, enter into or effect any new lease affecting the Property or material change to any of the Leases. Buyer shall be deemed to have consented to any proposed lease or lease modification if it neither approves nor rejects same within five (at 5) business of receipt of Seller’s expense)'s request for same. Upon Buyer's approval or deemed approval, within three Seller shall be entitled to enter into such lease or lease modification on Seller's standard lease form, without material change, and Buyer will be deemed to have assumed all expenses for concessions, tenant improvement allowances and/or brokerage commissions previously disclosed to Buyer and included in such lease or modification. iii. From and after the expiration of the Inspection Period, Seller shall not apply for or otherwise deal with any governmental authority regarding the development, entitlement or subdivision of the Property without prior written consent of Buyer, which may be withheld in Buyer's sole and absolute discretion. iv. Seller shall maintain the Property in a good and business-like manner. Seller shall provide all services and operate, manage and maintain the Subject Premises (3including mechanical equipment of every kind used in the operation thereof) days after in such a manner that it shall be in the same condition on the Closing Date as on the Effective Date, trueordinary wear and tear excepted and subject to the provisions of Paragraph 10 herein. Without limiting the foregoing, correct, complete and legible copies of Seller shall perform all of its obligations under the due diligence items listed Leases and the Contracts. v. Seller shall comply with all statutes, ordinances, regulations, orders or other laws with respect to the Property. vi. Seller shall notify Buyer promptly of any lawsuits, condemnation proceedings, rezoning, or other governmental order or action or any threat thereof known to Seller which might affect the Property. vii. Seller shall maintain in full force and effect all existing insurance policies insuring the Property and the Subject Premises through and including the Closing Date. viii. Prior to or on Schedule “A” attached hereto the Closing Date, Seller shall, at its sole cost and incorporated herein expense, pay in full all outstanding brokerage and leasing commissions, finders fees or like sums pertaining to any and all Leases (other than those approved or deemed assumed by Buyer pursuant to Subparagraph 3.I.ii above. ix. Seller shall cooperate with Buyer and its accountants, counsel and/or other representatives in providing information and materials pertaining to the operation of the Property, including reasonable access to the Property. x. Seller will not remove any of personal property from the Subject Premises unless the personal property so removed is simultaneously replaced with substantially similar personal property of similar quality or utility. xi. Seller shall deliver notices of termination to any vendors under the Contracts which have been designated in writing by Buyer to be terminated ("Disapproved Contract List") provided that the Disapproved Contract List is delivered by Buyer to Seller on or before the expiration of the Inspection Period. Seller shall within two (2) days following the later of the expiration of the Inspection Period or Buyer's delivery of the Disapproved Contract List, deliver termination notices to each of the vendors with respect to the Contracts so designated by Buyer in the Disapproved Contract List. xii. Seller agrees to terminate, at Seller's sole cost and expense, any property management agreement and brokerage leasing agreement effective as of the Closing Date. xiii. At Buyer's request at any reasonable time from the Effective Date to the date that is one (1) year from the Closing Date, Seller shall, at Buyer's sole cost and expense, provide to Buyer's designated independent auditor access to Seller's books and records regarding the Property, regarding the period for which Buyer is required to have audited financial statements prepared with respect to the Property (collectivelyas may be required by the Securities and Exchange Commission, to the “Due Diligence Items”)extent that such books and records are in Seller's possession and control and relate to the period during which Seller held title to the Property. Further Seller shall agrees, on a one time basis at Buyer's sole, reasonable cost and expense, to provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (a representation letter regarding the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt books and records of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by PurchaserProperty, in which event substantially the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes form of this Agreement. In the eventExhibit "M" attached hereto, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser connection with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt normal course of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning auditing the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligationsaccordance with generally accepted accounting standards.

Seller’s Obligations. A. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) business days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein herein, with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items set forth on Schedule “A” have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.14.1(A), should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent Title Company to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights obligations hereunder except for such obligations which by their terms expressly survive the termination of this Agreement (the “Surviving Obligations”). B. Except as specifically set forth in this Agreement or in the documents delivered by Seller at Closing, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any Due Diligence Items or any other materials, data or other information supplied to Purchaser in connection with Purchaser’s inspection of the Property (e.g., that such materials are complete or accurate). It is the parties’ express understanding and agreement that, subject to Seller’s representations and warranties set forth in this Agreement and in the documents delivered by Seller at Closing, any materials which Purchaser is allowed to review are provided only for Purchaser’s convenience in making its own examination and determination during the Approval Period as to whether Purchaser wishes to purchase the Property, and, in doing so, subject to Seller’s representations and warranties set forth in this Agreement and in the documents delivered by Seller at Closing, Purchaser shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Subject to Seller’s representations and warranties set forth in this Agreement and in the documents delivered by Seller at Closing, Purchaser expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. C. Seller has informed Purchaser that Seller has not yet prepared the Plans and Specifications. From and after the Effective Date, Seller shall proceed in good faith to promptly prepare the Plans and Specifications. At such time as Seller has finalized the Plans and Specifications, Seller shall provide a copy of same to Purchaser for its review and approval, and upon its receipt of the Plans and Specifications, Purchaser shall confirm such receipt in writing to Seller, with the date of such receipt by Purchaser being herein called the “Plans and Specifications Receipt Date”. In the event that the Plans and Specifications have not been provided by Seller to Purchaser by May 2, 2016, then Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Title Company to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further obligations hereunder except for the Surviving Obligations. D. Seller has informed Purchaser that as of the Effective Date, Seller does not possess any permits or licenses as may be necessary to commence and complete construction of the Improvements. Purchaser acknowledges that Seller’s failure to provide such permits or licenses to Purchaser within three (3) business days of the Effective Date shall not constitute missing Due Diligence Items for purposes of this Section 4.1; provided, however, that Seller shall otherwise remain obligated to fulfill its obligations with regard to obtaining any such licenses and permits in accordance with the terms hereof, including, without limitation, Seller’s representations in subsections (xviii) and (xxi) of Section 4.4(a) and Seller’s covenants in Section 5.7(c)(iv).

Seller’s Obligations. At the Closing, Seller shall execute and deliver to Purchaser, and/or cause the execution and delivery by all parties other than Purchaser of, the following: (at Seller’s expense), within three a) The Articles of Sale and Transfer and Certificate of Conveyance (3the “Articles of Transfer”) days after in the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” form attached hereto as Exhibit A and incorporated herein with respect to the Property made a part hereof for all purposes. (b) That certain Confirmatory Deed of Assignment and Assumption of Ground Lease and that certain Deed of Assignment and Assumption of Ground Lease (collectively, the “Due Diligence ItemsDeeds”). Seller shall provide Purchaser with written notice at such time ) in the forms attached hereto as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) Exhibit B and made a part hereof for all purposes of this Agreement. In the eventpurposes. (c) A Blanket Conveyance, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall of Sale and Assignment (the “▇▇▇▇ of Sale”) in the form attached hereto as Exhibit C and made a part hereof for all purposes. (d) One of more of that certain Assignment of Leases (the “Lease Assignment”) in the form attached hereto as Exhibit D and made a part hereof for all purposes. (e) An affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit E and made a part hereof for all purposes, as well as one or more forms certifying that Seller are “residents” of Maryland so as to be returned exempt from Maryland State real property withholding taxes, if required by Title Company. (f) Originals or copies of all Leases, lease files (including all correspondence, applications and credit reports), currently effective letters of intent with prospective tenants, options, warranties, guarantees, permits and other agreements related to the Escrow Agent Improvements, including all modifications, supplements or amendments to Purchasereach of the foregoing, without all to the consent extent in Seller’s possession. (g) All landlord keys to the Improvements. (h) An Owner Affidavit and a Gap Indemnity in the form attached hereto as Exhibit F and made a part hereof for all purposes. (i) One or joinder more of that certain tenant notification letter (the “Tenant Letter”) in the form attached hereto as Exhibit G and made a part hereof for all purposes. (j) Appropriate evidence of Seller’s authority to consummate the transactions contemplated by this Contract as may be reasonably required by Purchaser or the Title Company. (k) A mutually agreed upon settlement statement (the “Settlement Statement”). (l) Seller’s certification that all representations and warranties made by Seller being required under this Contract are true, complete and notwithstanding any contrary instructions which might correct in all material respects as of the Closing Date (if accurate or, if not accurate, a description of the basis for such inaccuracy), together with updated rent rolls certified by Seller to be provided by true, complete and correct in all material respects to the best of Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations’s knowledge.

Seller’s Obligations. A. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) business days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein herein, with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items set forth on Schedule “A” have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.14.1(A), should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent Title Company to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for such obligations which by their terms expressly survive the termination of this Agreement (the “Surviving Obligations”).

Seller’s Obligations. To the extent in Seller's possession or control, Seller shall deliver or make available to Purchaser (at Seller’s 's expense), within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “"A” " attached hereto and incorporated herein with respect to the Property (collectively, the “"Due Diligence Items”"). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered or made available to Purchaser (the “"Due Diligence Delivery Notice”"). Within two (2) business days following Purchaser’s 's receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “"Due Diligence Receipt Date” " (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “"Missing Due Diligence Notice”"), within two (2) business days following Purchaser’s 's receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “"Missing Due Diligence Items”"). Within two (2) business days following Seller’s 's receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence ItemsItems (to the extent in Seller's possession or control), together with written notice confirming such delivery (the “"Missing Due Diligence Delivery Notice”"). Within two (2) business days following Purchaser’s 's receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence ItemsItems in Seller's possession or control (with said Missing Due Delivery Notice expressly stating which requested Due Diligence Items are not within Seller's possession and control), Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Purchaser's failure to deliver either (i) a written confirmation to Seller that Purchaser has received all required Due Diligence Items, or (ii) a Missing Due Diligence Notice, within two (2) business days after Purchaser's receipt or a Due Diligence Delivery Notice shall be deemed confirmation of receipt of all Due Diligence Items by Purchaser, and, in such case, the Due Diligence Receipt Date shall be the date Purchaser receives the Due Diligence Delivery Notice. Purchaser's failure to deliver a written confirmation to Seller that Purchaser has received all required Missing Due Diligence Items within two (2) business days after Purchaser's receipt of a Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed confirmation of receipt of all Missing Due Diligence Items by Purchaser, and, in such case, the Due Diligence Receipt Date shall be the date of the Missing Due Diligence Delivery Notice. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s 's possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, DOCVARIABLE BABC_DocID then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by instruction from Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations. Seller and Purchaser agree to enter into an amendment of this Agreement (or, at their option, a less formal agreement by e-mail) to memorialize the Due Diligence Receipt Date promptly following the occurrence of same.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three five (35) business days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after during the Effective DateApproval Period, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writingwriting the delivery of the Due Diligence Items, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) business days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property in its possession or under its control (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for such obligations which by their terms expressly survive the termination of this Agreement (the “Surviving Obligations”).

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three five (35) days after the “Effective Date” (as defined below), true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”)Seller. Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing all Due Diligence Items, Items listed thereon together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. Seller upon Termination of Seller's Servicing ----------------------------------------------------------- Activities by Purchaser; Mortgage File Delivery; Notices. -------------------------------------------------------- (a) Upon termination by Purchaser as provided in Section 4.14 of Seller's obligation to service the Mortgage Loans under this Agreement, Seller, in accordance with Purchaser's instructions, shall (i) deliver the Mortgage Files for the Mortgages Loans for which the servicing has been terminated to Purchaser or its designee within 7 days, and all expenses associated with such transfer shall be paid for by Seller, and (ii) remit to Purchaser or its designee all funds in the Custodial Accounts and all other funds related to the Mortgage Loans that are held by Seller, except for any Servicing Fee and Ancillary Income due Seller, and deliver to Purchaser or its designee an accounting of such funds. (b) In the event of the termination of Seller's obligation to service the Mortgage Loans by Purchaser as provided in Section 4.14, Seller shall, at Seller’s 's expense), within three (3) days after notify all applicable hazard, and other insurers, and tax services, no later than the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect last day prior to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at date that such time as Seller determines that all Due Diligence Items have been delivered notification is required to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the casegiven under any applicable law or contract, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the insurance premium ▇▇▇▇▇▇▇▇ Money and tax statements for the Mortgage Loans shall be returned by the Escrow Agent sent to Purchaser, without the consent Purchaser or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerits designee thereafter, and neither party requesting that such insurers change the endorsement of applicable insurance certificates or policies to read in favor of Purchaser or its designee and shall have any further rights or obligations hereunder except for provide Purchaser with copies of the Surviving Obligationsnotifications. Seller shall also, not later than 15 days before the termination of Seller's obligation to service the Mortgage Loans under this Agreement becomes effective, notify all Mortgagors of the transfer of the Servicing Rights to the Mortgage Loans, in language acceptable to Purchaser and in accordance with applicable Legal Requirements.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s 's expense), within three five (35) business days after the "Effective Date" (as defined below), true, correct, complete and legible copies of all of the due diligence items listed on Schedule “"A” " attached hereto and incorporated herein with respect to each of the properties comprising the Property (collectively, the “"Due Diligence Items”"). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “"Due Diligence Delivery Notice”"). Within two (2) business days following Purchaser’s 's receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “"Due Diligence Receipt Date” " (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “"Missing Due Diligence Notice”"), within two (2) business days following Purchaser’s 's receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”)Seller. Within two (2) business days following Seller’s 's receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing all Due Diligence Items, Items listed thereon together with written notice confirming such delivery (the “"Missing Due Diligence Delivery Notice”"). Within two (2) business days following Purchaser’s 's receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Notice shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s 's possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. At the Closing, Seller shall (if applicable) execute and deliver to Purchaser, and/or cause the execution and delivery by all parties other than Purchaser of, the following with respect to the Property: (at a) That certain special warranty deed (the “Deed”) in the form attached hereto as Exhibit B and made a part hereof for all purposes. (b) That certain blanket conveyance, ▇▇▇▇ of sale and assignment (“▇▇▇▇ of Sale”) in the form attached hereto as Exhibit C and made a part hereof for all purposes.1 (c) That certain assignment of leases (the “Lease Assignment”) in the form attached hereto as Exhibit D and made a part hereof for all purposes. (d) That certain affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit E and made a part hereof for all purposes. (e) Estoppel certificates (the “Tenant Estoppel Certificates”) in the form included or described by the applicable Leases (the “Required Estoppels”), from each Tenant. The Tenant Estoppel Certificates, in order to be effective, must be dated no earlier than thirty (30) days prior to the Target Closing Date. The Tenant Estoppel Certificates must be joined in by any guarantor and be completed to reflect the terms of the applicable Lease and must not, unless expressly waived by Purchaser in writing, disclose any material defaults or material breaches of the Seller’s expense)representations and warranties herein. The completed form of the Tenant Estoppel Certificates must be prepared by Seller 1 This conveyance to include existing brokerage agreements regarding renewals/extensions of certain in-place leases. and submitted to Purchaser, for Purchaser’s review and reasonable approval, prior to delivery to the tenants. Purchaser shall deliver any comments to the completed Tenant Estoppel Certificates within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Noticethereof, Purchaser shall confirm in writing to Seller, if failing which such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice completed Tenant Estoppel Certificates shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreementapproved. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially all reasonable efforts to provide such additional information, documentation or materials obtain and deliver to Purchaser, at Purchaser the Tenant Estoppel Certificate no cost or expense later than the third (3rd) business day prior to Seller, provided it is within Seller’s possession or under its controlthe Closing Date. Seller will not be in default for failure to deliver any Tenant Estoppel Certificates, and further provided that the delivery or non-delivery of any Purchaser’s sole recourse for such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall failure will be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. Purchaser or Seller shall be returned entitled to extend the Closing Date to a date not later than thirty (30) days from the Target Closing Date, if necessary, in order for Seller to obtain the Required Estoppels. (f) Subordination, Non-Disturbance and Attornment Agreements (each, an “SNDA”) in the form that is included or described in the applicable Lease, whereby each Tenant’s rights are subordinated to the lien of Purchaser’s acquisition financing. Seller agrees to use all reasonable efforts to obtain and deliver to Purchaser the SNDAs no later than the third (3rd) business day prior to the Closing Date. Seller will not be in default for failure to deliver the SNDAs, and Purchaser’s sole recourse for such failure will be to terminate this Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. Purchaser or Seller shall be entitled to extend the Closing Date to a date not later than thirty (30) days from the Target Closing Date, if necessary, in order for Seller to obtain the SNDAs. In the event there is an option to purchase or a right of first refusal to purchase any portion of the Property, then Seller shall provide evidence acceptable to Purchaser and Purchaser’s Lender, confirming that such right of first refusal has been waived with respect to the transfer of equitable ownership of the Property to Purchaser and/or Purchaser’s affiliates. Such confirmation shall also be incorporated into any Subordination, Non-Disturbance and Attornment Agreement and Tenant Estoppel Certificate that may be required by Purchaser or its Lender. (g) Original counterparts (to the Escrow Agent extent available) of all Leases, lease files (including all correspondence, applications and credit reports), reciprocal easement agreements, options, warranties, guarantees, permits and other agreements related to Purchaserthe Property, including all modifications, supplements or amendments to each of the foregoing (provided that in lieu of delivering the foregoing items into escrow at Closing, Seller may deliver them to Purchaser at the Property within three (3) business days after Closing). (h) All landlord keys to the Property. (i) To the extent necessary to permit the Title Company to issue the Owner’s Policy without the consent or joinder of Seller being required exception for any matters that are not Permitted Exceptions, an affidavit as to debts and notwithstanding any contrary instructions which might be provided liens and parties in possession executed by Seller, made to the Title Company and neither party shall have in a form reasonably acceptable to the Title Company, along with a GAP Affidavit and any further rights other items reasonably and customarily required by the Title Company. (j) Seller’s certification that all representations and warranties made by Seller under this Contract are true, complete and correct in all material respects as of the Closing Date (if accurate or, if not accurate, a description of the basis for such inaccuracy). An updated rent roll certified by Seller to be true, complete and correct in all material respects to the best of Seller’s actual knowledge. (k) That certain tenant notification letter (the “Tenant Letter”) in the form attached hereto as Exhibit G and made a part hereof for all purposes. (l) Appropriate evidence of Seller’s authority to consummate the transactions contemplated by this Contract as may be required by the Title Company. (m) Estoppel certificates, if any, received by Seller in accordance with Section 9.07. (n) The certified rent roll described in paragraph (j) above. (o) The Management Agreement. (p) Payment of the TransUnion Escrow Amount, if any, required by Section 5.03. (q) The escrow agreement referred to in Section 5.03 (the “TransUnion Escrow Agreement”), executed by Seller. (r) Such other documents and instruments as are reasonably required by the Title Company in order to accomplish the Closing (provided that such other documents or obligations hereunder except for instruments do not require Seller to incur, or agree to incur in the Surviving Obligationsfuture, any additional cost).

Seller’s Obligations. Seller Subject to each of the conditions and limitations set forth in the remaining sections of this Article, Sellers shall deliver to Purchaser have monetary responsibility for the following environmental matters: (at Seller’s expense)a) Known Pre-Closing Contamination. Remediation of any Known Pre-Closing Contamination, so long as an Environmental Agency determines, within three seven years following the Closing, that Remedial Action is required to comply with Environmental Laws in effect on the Closing Date; and (3b) days Unknown Pre-Closing Contamination. Subject to the allocation schedule set forth below and Section 3.1(c) hereof, Remediation of any Unknown Pre-Closing Contamination, so long as an Environmental Agency determines, that Remedial Action is required to comply with Environmental Laws in effect on the Closing Date. (i) For Unknown Pre-Closing Contamination for which notice is received in accordance with Section 3.2(c) hereof during the first two years after the Effective DateClosing, true, correct, complete and legible copies of all Sellers shall be responsible for 100% of the due diligence items listed on Schedule “A” attached hereto Remediation Costs. (ii) For Unknown Pre-Closing Contamination for which notice is received in accordance with Section 3.2(c) hereof during the third year after the Closing, Sellers shall be responsible for 83% of the Remediation Costs. (iii) For Unknown Pre-Closing Contamination for which notice is received in accordance with Section 3.2(c) hereof during the fourth year after the Closing, Sellers shall be responsible for 67% of the Remediation Costs. (iv) For Unknown Pre-Closing Contamination for which notice is received in accordance with Section 3.2(c) hereof during the fifth year after the Closing, Sellers shall be responsible for 50% of the Remediation Costs. (v) For Unknown Pre-Closing Contamination for which notice is received in accordance with Section 3.2 (c) hereof during the sixth year after the Closing and incorporated herein thereafter, Sellers shall be responsible for 33% of the Remediation Costs. (vi) For Unknown Pre-Closing Contamination for which notice is received in accordance with Section 3.2 (c) hereof during the seventh year after the Closing and thereafter, Sellers shall be responsible for 17% of the Remediation Costs. (vii) For Unknown Pre-Closing Contamination for which notice is received in accordance with Section 3.2 (c) hereof during the eighth year after the Closing and thereafter, Sellers shall be responsible for 0% of the Remediation Costs. (c) In the event of a breach of Witco Corporations' representation set forth in Section 2.1 (c) hereof, the allocation schedule in Section 3.1(b) above shall not apply with respect to the Property (collectively, condition that is the “Due Diligence Items”). Seller shall provide Purchaser with written notice at subject of such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice breach and Witco Corporation shall be deemed to be the “Due Diligence Receipt Date” responsible for 100% of Remediation Costs associated with such condition. (herein so calledd) for all purposes of Anything in this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything Agreement to the contrary contained notwithstanding, in this Agreementthe event that, Purchaser in the ordinary course of Buyer's operations of the Facilities (including, without limitation, any expansion or modification of buildings, reactors, tanks, improvements, fixtures or equipment located thereat), Buyer believes, in good faith, that a condition not required to be reported to an Environmental Agency (including, without limitation, groundwater migrating at or from a Facility) is either Known Pre-Closing Contamination or Unknown Pre-Closing Contamination that constitutes a violation of Environmental Laws in effect at the Closing, or Known Pre-Closing Contamination or Unknown Pre-Closing Contamination that poses a threat to human health or the environment, Buyer may request additional informationin writing Sellers to perform or, documentation if Buyer would be the Directing Party pursuant to Section 5.1 hereof, to be responsible for its allocated share of costs associated with, Remediation of such condition. Sellers will evaluate such request in accordance with action levels for Remediation of industrial/commercial facilities. If Sellers agree to perform Remediation of such condition, Remediation Costs shall be allocated in accordance with Section 3.1(a) and (b) hereof. If Sellers decline to perform, or materials concerning accept responsibility for their allocated share of costs associated with, Remediation of such condition, Buyer shall be relieved from any restrictions set forth herein that would otherwise prevent Buyer from reporting such condition to the Property from Seller at any time after the Effective Dateapplicable Environmental Agency, and Seller agrees to use commercially reasonable efforts to provide such additional informationthe parties shall perform Remediation, documentation or materials to Purchaserif any, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as thereafter required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without Environmental Agency in accordance with the consent or joinder of Seller being required terms and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligationsconditions hereof.

Seller’s Obligations. The following are Seller's obligations: (a) Subject to applicable law and privilege, Seller shall deliver give to Purchaser (at Seller’s expense)Purchaser's officers, within three (3) days after the Effective Dateemployees, trueattorneys, correctconsultants, complete accountants and legible copies of lenders reasonable access during normal business hours to all of the due diligence items listed on Schedule “A” properties, books, contracts, documents, records and personnel of Seller relating to the Business and shall furnish to Purchaser such information as Purchaser may at any time and from time to time reasonably request. (b) Seller shall use reasonable efforts and make every good faith attempt (and Purchaser shall cooperate with Seller) to obtain the consents to the assignment of, or alternate arrangements satisfactory to Purchaser with respect to, those contracts, leases, or other instruments, which are enumerated in Exhibit A attached hereto (the "Material Consents"). (c) Seller shall use reasonable efforts and incorporated herein make every good faith attempt (and shall cooperate with Seller) to obtain the consents to the assignment of, or the issuance to Purchaser of a replacement Permit with respect to those Permits which are enumerated in Exhibit B attached hereto (the "Material Permits"). (d) Seller shall carry on the Business in the usual and ordinary course of business, consistent with past practices other than the practices described in the penultimate sentence of Section 4.3(j). (e) Seller shall cooperate with Purchaser and any Affiliate of Purchaser to (i) engage in such discussions with the customers, resellers, agents and vendors of the Business, as Purchaser may reasonably request, relating to the transactions contemplated hereby and (ii) as Purchaser may reasonably request, facilitate the smooth transition of ownership of the business to Purchaser. (f) Seller shall use reasonable efforts and make every good faith attempt (and Purchaser shall cooperate with Seller) to obtain the consents (the "Bank Consents") required pursuant to that certain Credit Agreement (the "Credit Agreement") dated as of December 5, 1996 among DBS, Dankalux Sarl & Co. SCA, Holdings, NationsBank, National Association and the other banks signatory thereto (collectively with NationsBank, National Association, the "Banks"), as amended with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt consummation of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be transactions contemplated hereby. (g) Without the case, that all required Due Diligence Items have been received by prior written consent of Purchaser, in which event and without limiting the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes generality of any other provision of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser not, with respect to the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt conduct of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller Business: (i) fail incur or commit to timely deliver incur any capital expenditures in connection with the Due Diligence Delivery Notice to Purchaser, as required above, or Business not set forth in the Disclosure Schedule in excess of $50,000 in the aggregate; (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence prepay any material obligations of the Due Diligence Receipt DateBusiness; (iii) establish, Purchaser shall be entitled adopt, enter into or amend any collective bargaining agreement, increase the compensation payable to terminate this Agreement upon written notice any employee employed in the conduct of the Business except in the ordinary course of business consistent with past practice, increase compensation payable to Sellerany officer of the Business, whereupon this Agreement automatically shall terminateenter into any employment, deferred compensation, termination, severance or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee engaged in the ▇▇▇▇▇▇▇ Money shall be returned by Business, increase the Escrow Agent benefits payable under any existing severance or termination pay policies or agreements or adopt any new employee benefit or pension plan; (iv) other than in the ordinary course of business consistent with past practice, transfer any employee of the Business to Purchaser, without the consent or joinder any other business of Seller being required and notwithstanding or any contrary instructions which might be provided by SellerAffiliate, and neither party shall have or transfer any further rights employee of any other business of Seller or obligations hereunder any Affiliate to the Business; (v) sell, transfer, assign or otherwise dispose of any material asset or property of the Business except for sales of inventory in the Surviving Obligationsusual and ordinary course of business and except for cash applied in payment of liabilities of the Business in the usual and ordinary course of business; or (vi) change any method of accounting or accounting practice.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense)) via Dropbox or other electronic data room, within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”), but not later than three (3) days following the Effective Date. Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional non-proprietary information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts at no cost to Seller to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to SellerSeller (the “Termination Notice”) within two (2) business days after the date by which the Due Diligence Delivery Notice or the Missing Due Diligence Notice and/or the Missing Due Diligence Items, as the case may be, was due, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations. If Purchaser fails to timely provide the Termination Notice in accordance with the preceding sentence, then (a) for purposes of this Agreement, the Due Diligence Receipt Date shall be deemed to be the fifth (5th) business day after the date by which the Due Diligence Delivery Notice or the Missing Due Diligence Notice and/or the Missing Due Diligence Items, as the case may be, was due (but not provided), and (b) Purchaser shall be deemed to have waived its rights to terminate this Agreement pursuant to this Section 4.1.

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for such obligations which by their terms expressly survive the termination of this Agreement (the “Surviving Obligations”) .

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three five (35) days after the Effective Date, true, correct, correct and complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. At the Closing, Seller shall execute and deliver to Purchaser, and/or cause the execution and delivery by all parties other than Purchaser of, the following with respect to the Property: (at Sellera) That certain special warranty deed (the “Deed”) in the form attached hereto as Exhibit B. (b) That certain blanket conveyance, ▇▇▇▇ of sale and assignment (“▇▇▇▇ of Sale”) in the form attached hereto as Exhibit C. (c) That certain assignment and assumption of leases (the “Lease Assignment”) in the form attached hereto as Exhibit D. (d) That certain affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit E. (e) Those certain tenant estoppel certificates (the “Tenant Estoppel Certificates”) in the form attached hereto as Exhibit F and made a part hereof for all purposes from all tenants (the “Required Estoppels”). The Tenant Estoppel Certificates, in order to be effective, must be dated no earlier than thirty (30) days prior to the Closing Date. The Tenant Estoppel Certificates must be joined in by any guarantor and be completed to reflect the terms of the applicable Lease and must not, unless expressly waived by Purchaser in writing, disclose any material defaults or other matters reasonably unacceptable to Purchaser. The completed form of the Tenant Estoppel Certificates must be prepared by Seller and submitted to Purchaser, for Purchaser’s expense)review and reasonable approval, prior to delivery to the tenants. Purchaser shall deliver any comments to the completed Tenant Estoppel Certificates within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Noticethereof, Purchaser shall confirm in writing to Seller, if failing which such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice completed Tenant Estoppel Certificates shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreementapproved. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially all reasonable efforts to provide such additional information, documentation or materials obtain and deliver to Purchaser, at Purchaser the Tenant Estoppel Certificate no cost or expense later than the third (3rd) business day prior to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall Closing Date. Seller will not be in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail default for failure to timely deliver the Due Diligence Delivery Notice to Tenant Estoppel Certificates and Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until ’s sole recourse for such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall failure will be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. Purchaser shall be returned entitled to extend the Closing Date for up to fifteen (15) days, if necessary, in order for Seller to obtain the Required Estoppels. (f) Original counterparts (to the extent available) of all Leases, lease files (including all correspondence, applications and credit reports, but not including any attorney-client privileged communications), operating agreements, reciprocal easement agreements, options, warranties, guarantees, permits and other agreements related to the Property, including all modifications, supplements or amendments to each of the foregoing. (g) All landlord keys to the Property. (h) To the extent necessary to permit the Title Company to remove any exception in the Owner Policy for mechanics’ and materialmen’s liens and general rights of parties in possession, an affidavit as to debts and liens and parties in possession executed by Seller, made to the Title Company and in a form reasonably acceptable to the Title Company, and any other items reasonably required by the Escrow Agent Title Company. (i) An updated, certified rent roll certified by Seller to be true, complete and correct in all material respects to the best of Seller’s actual knowledge. (j) That certain tenant notification letter (the “Tenant Letter”) in the form attached hereto as Exhibit G. (k) Appropriate evidence of Seller’s authority to consummate the transactions contemplated by this Contract as may be required by the Title Company. (l) Estoppel certificate, in form and substance reasonably satisfactory to Purchaser, without from the consent or joinder HOA, to the extent designated by Purchaser during the Review Period and in substantially the form attached hereto as Exhibit I and made a part hereof. Seller will not be in default for failure to deliver such estoppel certificate and Purchaser’s sole recourse for such failure will be to terminate this Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. (m) Resignation as an officer and/or director of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except property owners association for the Surviving ObligationsReal Property. (n) An assignment of Seller’s right, title and interest as declarant and/or developer of any property owners association for the Real Property arising from and after the date of Closing, the form of which will be agreed to by Purchaser and Seller prior to the expiration of the Review Period (the “Assignment of Declarant’s Rights”).

Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s 's expense), within three (3) business days after the "Effective Date" (as defined below), true, correct, complete and legible copies of (i) all of the due diligence items listed on Schedule “"A” " attached hereto and incorporated herein with respect to the Property Property, and (collectively, ii) the “Loan Documents (herein collectively called the "Due Diligence Items”"). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “"Due Diligence Delivery Notice”"). Within two (2) business days following Purchaser’s 's receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items Deliveries have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “"Due Diligence Receipt Date” " (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “"Missing Due Diligence Notice”"), within two (2) business days following Purchaser’s 's receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “"Missing Due Diligence Items”"). Within two (2) business days following Seller’s 's receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “"Missing Due Diligence Delivery Notice”"). Within two (2) business days following Purchaser’s 's receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s 's possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerrequired, and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Seller’s Obligations. At the Closing, Seller shall execute and deliver to Purchaser, and/or cause the execution and delivery by all parties other than Purchaser of, the following with respect to the Property: (at Sellera) That certain limited warranty deed (the “Deed”) in the form attached hereto as Exhibit B and made a part hereof for all purposes. (b) That certain blanket conveyance, ▇▇▇▇ of sale and assignment (“▇▇▇▇ of Sale”) in the form attached hereto as Exhibit C and made a part hereof for all purposes. (c) That certain assignment of leases (the “Lease Assignment”) in the form attached hereto as Exhibit D and made a part hereof for all purposes. (d) That certain affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit E and made a part hereof for all purposes. (e) Those certain tenant estoppel certificates (the “Tenant Estoppel Certificates”) in the form attached hereto as Exhibit F and made a part hereof for all purposes from all tenants (the “Required Estoppels”). The Tenant Estoppel Certificates, in order to be effective, must be dated no earlier than thirty (30) days prior to the Closing Date. The Tenant Estoppel Certificates must be joined in by any guarantor and be completed to reflect the terms of the applicable Lease and must not, unless expressly waived by Purchaser in writing, disclose any material defaults or other matters reasonably unacceptable to Purchaser. The completed form of the Tenant Estoppel Certificates must be prepared by Seller and submitted to Purchaser, for Purchaser’s expense)review and reasonable approval, prior to delivery to the tenants. Purchaser shall deliver any comments to the completed Tenant Estoppel Certificates within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Noticethereof, Purchaser shall confirm in writing to Seller, if failing which such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice completed Tenant Estoppel Certificates shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreementapproved. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially all reasonable efforts to provide such additional information, documentation or materials obtain and deliver to Purchaser, at Purchaser the Tenant Estoppel Certificate no cost or expense later than the third (3rd) business day prior to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall Closing Date. Seller will not be in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail default for failure to timely deliver the Due Diligence Delivery Notice to Tenant Estoppel Certificates and Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until ’s sole recourse for such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall failure will be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. Purchaser shall be returned entitled to extend the Closing Date for up to fifteen (15) days, if necessary, in order for Seller to obtain the Required Estoppels. (f) Original counterparts (to the extent available) of all Leases, lease files (including all correspondence, applications and credit reports), operating agreements, reciprocal easement agreements, options, warranties, guarantees, permits and other agreements related to the Property, including all modifications, supplements or amendments to each of the foregoing. (g) All landlord keys to the Property. (h) To the extent necessary to permit the Title Company to remove any exception in the Owner Policy for mechanics’ and materialmen’s liens and general rights of parties in possession, an affidavit as to debts and liens and parties in possession executed by Seller, made to Purchaser and the Title Company and in a form reasonably acceptable to the Title Company, along with a GAP Affidavit and any other items reasonably required by the Escrow Agent Title Company. (i) Seller’s certification that all representations and warranties made by Seller under this Contract are true, complete and correct in all material respects as of the Closing Date (if accurate or, if not accurate, a description of the basis for such inaccuracy). An updated rent roll certified by Seller to be true, complete and correct in all material respects to the best of Seller’s actual knowledge. (j) That certain tenant notification letter (the “Tenant Letter”) in the form attached hereto as Exhibit G and made a part hereof for all purposes. (k) Appropriate evidence of Seller’s authority to consummate the transactions contemplated by this Contract as may be required by the Title Company. (l) Estoppel certificates, in form and substance reasonably satisfactory to Purchaser, without from all parties to any declarations, business park covenants or other agreements materially affecting all or any portion of the consent or joinder Property, each to the extent designated by Purchaser during the Review Period and in substantially the form attached hereto as Exhibit I and made a part hereof. Seller will not be in default for failure to deliver such estoppel certificates and Purchaser’s sole recourse for such failure will be to terminate this Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. (m) A certified rent roll listing all of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder except for the Surviving ObligationsTenants of the Property.

Seller’s Obligations. Seller At the Closing, Sellers shall execute and deliver to Purchaser Purchaser, and/or cause the execution and delivery by Hospital of, the following: (at Seller’s expense), within three (3a) days after the Effective Date, true, correct, complete Those certain Articles of Sale and legible copies Transfer and Certificates of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property Conveyance (collectively, the “Due Diligence ItemsArticles of Transfer”). Seller shall provide Purchaser with written notice at such time ) in the form attached hereto as Seller determines Exhibit A and made a part hereof for all purposes. (b) That certain Confirmatory Deed of Assignment and Assumption of Ground Lease and that all Due Diligence Items have been delivered to Purchaser certain Deed of Assignment and Assumption of Ground Lease (collectively, the “Due Diligence Delivery NoticeDeeds”). Within two (2) business days following Purchaser’s receipt of in the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) forms attached hereto as Exhibit B and made a part hereof for all purposes purposes. (c) One or more of this Agreement. In the eventthat certain Blanket Conveyance, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Purchaser, at no cost or expense to Seller, provided it is within Seller’s possession or under its control, and further provided that the delivery or non-delivery of any such item shall in no manner extend the Approval Period. Notwithstanding the foregoing provisions of this Section 4.1, should Seller (i) fail to timely deliver the Due Diligence Delivery Notice to Purchaser, as required above, or (ii) fail to timely deliver the Missing Due Diligence Delivery Notice and/or the Missing Due Diligence Items to Purchaser, as required above, then the Due Diligence Receipt Date shall not occur until Purchaser so acknowledges in writing, and until such time as Purchaser so acknowledges the occurrence of the Due Diligence Receipt Date, Purchaser shall be entitled to terminate this Agreement upon written notice to Seller, whereupon this Agreement automatically shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned of Sale and Assignment (the “▇▇▇▇ of Sale”) in the form attached hereto as Exhibit C and made a part hereof for all purposes. (d) That certain Amended, Restated and Consolidated Ground Lease (the “Amended, Restated and Consolidated MOB Ground Lease”) by the Escrow Agent and between Hospital and Purchaser and relating to PurchaserMOB I, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerMOB II, and neither party shall have any further rights or obligations hereunder except MOB III in the form attached hereto as Exhibit D and made a part hereof for all purposes. (e) That certain Amended and Restated Ground Lease (the “Amended and Restated Medical Arts Ground Lease”) by and between Hospital and Purchaser for the Surviving ObligationsMedical Arts Center in the form attached hereto as Exhibit E and made a part hereof for all purposes. (f) The Dunkirk Ground Lease in the form attached hereto as Exhibit F and made a part hereof for all purposes. (g) That certain Ground Sublease (the “Ground Sublease”) by and between Holding and Purchaser relating to the Solomons Island Ground Lease in the form attached hereto as Exhibit G and made a part hereof for all purposes and that certain Parking Sublease (the “Parking Sublease”) by and between Holding and Purchaser in the form attached hereto as Exhibit H and made a part hereof for all purposes. (h) One or more of that certain Memorandum of Ground Lease (the “Memoranda”) relating to the Amended, Restated and Consolidated MOB Ground Lease, the Amended and Restated Medical Arts Ground Lease and the Dunkirk Ground Lease in the form attached hereto as Exhibit I and made a part hereof for all purposes. (i) One of more of that certain Assignment of Leases (the “Lease Assignment”) in the form attached hereto as Exhibit J and made a part hereof for all purposes. (j) One or more of that certain affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit K and made a part hereof for all purposes, as well as one or more forms certifying that Sellers are “residents” of Maryland so as to be exempt from Maryland State real property withholding taxes. (k) Originals or copies of all Leases, lease files (including all correspondence, applications and credit reports), currently effective letters of intent with prospective tenants, options, warranties, guarantees, permits and other agreements related to the Improvements, including all modifications, supplements or amendments to each of the foregoing, all to the extent in Sellers’ possession. (l) All landlord keys to the Improvements. (m) One or more of the Owner Affidavit and the Gap Indemnity in the form attached hereto as Schedule 5.02. (n) One or more of that certain tenant notification letter (the “Tenant Letter”) in the form attached hereto as Exhibit L and made a part hereof for all purposes. (o) Appropriate evidence of Sellers’ authority to consummate the transactions contemplated by this Contract as may be reasonably required by Purchaser or the Title Company. (p) One or more mutually agreed upon settlement statements (collectively, the “Settlement Statement”). (q) Sellers’ certifications that all representations and warranties made by Sellers under this Contract are true, complete and correct in all material respects as of the Closing Date (if accurate or, if not accurate, a description of the basis for such inaccuracy), together with updated rent rolls certified by Sellers to be true, complete and correct in all material respects to the best of Sellers’ knowledge.