Common use of Feasibility Study Clause in Contracts

Feasibility Study. Buyer will, at Buyer's expense and within ____ days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for ___________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriat▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that ▇▇▇▇▇ result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇ receives proper authorization form all interested parties.

Feasibility Study. Buyer will, at Buyer's expense is granted the right to conduct engineering and/or market and within ____ days from Effective Date ("Feasibility Study Period"), determine whether economic feasibility studies of the Property is suitable, in Buyer's sole and absolute discretion, for ___________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction physical inspection of the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other including studies or inspections that Buyer deems appropriate to determine the Property's suitability existence of any environmental hazards or conditions (collectively, the “Feasibility Study”) during the period (the “Feasibility Period”) commencing on the Effective Date and ending at 5:00 p.m., Central Time, on the June 3, 2010. With Seller’s permission, after Seller has received advance notice sufficient to permit it to schedule in an orderly manner Buyer’s examination of the Property and to provide at least 24-hours’ advance written notice to any affected tenants, Buyer or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Buyer for the Buyer's intended useFeasibility Study. If Buyer or its designated representative must be accompanied by a designated representative of Seller or have received Seller’s written permission prior to entering upon the Property must be rezoned, Buyer will obtain the rezoning from the appropriat▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the ’s Feasibility Study Period for the purpose of conducting inspectionsStudy; provided, however, that Buyer, Buyer may not enter into any space leased by any tenant without being accompanied by a designated representative of Seller. Seller agrees to make its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyerrepresentative reasonably available during normal business hours. Buyer will not engage in any activity that ▇▇▇▇▇ result in a construction lien being filed against alter the physical condition of the Property or conduct invasive testing without Seller's prior notifying Seller of its requested tests, and obtaining the written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages consent of Seller to any physical alteration of the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspectionsor invasive testing. Buyer will deliver utilize commercially reasonable diligence to conduct or cause to be conducted all inspections and tests in a manner and at times which will not unreasonably interfere with any tenant’s use and occupancy of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable for any reason for Buyer’s intended use or purpose, or is not in satisfactory condition, then Buyer may terminate this Contract by written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not Period, in which case the Proper▇▇▇▇▇▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of Money (other than the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(sOption Money) will be returned to Buyer, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated pursuant to this Section 5(a), then after Escrow A▇▇▇▇ receives proper authorization form expiration of the Feasibility Period, after Seller has received advance notice sufficient to permit it to schedule in an orderly manner Buyer’s examination of the Property and to provide at least 24-hours’ advance written notice to any affected tenants, Buyer or its designated agents may enter upon the Property during normal business hours. Buyer or its designated representative must be accompanied by a designated representative of Seller or have received Seller’s written permission prior to entering upon the Property; provided, however, Buyer may not enter into any space leased by any tenant without being accompanied by a designated representative of Seller. If this Contract is not timely terminated pursuant to this Section 5(a), Buyer’s right to terminate this Contract pursuant to this Section 5(a) and any and all interested partiesobjections with respect to the Feasibility Study will be deemed to have been waived by Buyer for all purposes.

Feasibility Study. Buyer will, at Buyer's expense and within ____ days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for ________________________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriat▇ appropriate ▇▇▇ernment ▇▇nment agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from l▇▇▇▇es▇, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that ▇▇co▇▇▇ result ▇esult in a construction /SL/ /BG/ lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting ▇esulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇ receives proper authorization form all interested parties.

Feasibility Study. Buyer willPurchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, at Buyer's expense including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and within ____ days from Effective Date for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study Study") during the period (the "Feasibility Period"), determine whether which commenced on June 15, 2015) under the Property is suitableterms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in Buyer's sole and absolute discretioneffect after expiration of the Feasibility Period, for ___________________ use. During then Purchaser may continue the Feasibility Study Perioduntil Closing. With Seller's permission, Buyer after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may conduct a Phase I environmental assessment be via email without requirement for additional form of delivery and any which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests, analyses, surveys tests and investigations ("Inspections") that Buyer deems inspections which may be deemed necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability by Purchaser for the BuyerFeasibility Study. Purchaser must be accompanied by Seller's intended use. If manager for the Property must be rezoned, Buyer will obtain the rezoning from the appropriator another designated representative of Seller (▇▇▇▇▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required ▇▇▇▇▇), or have received Seller's written permission prior to file entering upon the Property in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Purchaser's Feasibility Study Period for the purpose of conducting inspectionsStudy; provided, however, that Buyer, its agents, contractors and assigns Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property and conduct inspections at their own risk. Buyer will indemnify and hold or another designated representative of Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that (▇▇▇▇▇ result ▇▇▇▇▇▇▇▇). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a construction lien being filed against manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property without Selleris not suitable for any reason for Purchaser's prior written consent. If intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver Contract by written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not Period, in which case the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇▇ receives proper authorization form Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Purchase and Sale Agreement15233085_2 9 Section 6(a) and any and all interested partiesobjections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.

Feasibility Study. Buyer will, at Buyer's expense and within ____ (i) The Purchaser shall have a period of sixty (60) days from Effective the Execution Date ("Feasibility Study Period")) in which to make such zoning, legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, in order to determine whether the Property premises is suitablesuitable for Purchaser's use as the warehousing of fabric. (ii) In the event that the Purchaser determines, in Buyer's sole that as a result of the tests, studies and absolute discretioninvestigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for ___________________ use. During the warehousing of fabric, the Purchaser shall have the right, upon written notice to the Seller delivered on or before the 60th day of the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser shall be returned and any other there shall be no further liability or obligation on the part of either party hereto. If such notice is not delivered on the 60th day this condition is waived. (iii) From and after the date hereof, the Purchaser shall have the right to enter upon the premises for the purpose of making, at its sole cost and expense, the various tests, analysesstudies and investigations, surveys authorized herein. Additionally, the Purchaser agrees to indemnify, defend and investigations ("Inspections") that Buyer deems necessary hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to determine any loss occasioned to Buyer's satisfaction the Property's engineering, architectural premises. This indemnification and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriathold harmless agreement extends SALE OF ▇▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that ▇▇▇▇▇ result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇▇ receives proper authorization form Page-6 -------------------------------------------------------------------------------- to any loss occasioned to the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all interested partiescontingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser shall have the right to terminate this Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the status of the matter.

Feasibility Study. Buyer willPurchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, at Buyer's expense including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and within ____ days from Effective Date for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study Study") during the period (the "Feasibility Period"), determine whether which commenced on June 15, 2015) under the Property is suitableterms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in Buyer's sole and absolute discretioneffect after expiration of the Feasibility Period, for ___________________ use. During then Purchaser may continue the Feasibility Study Perioduntil Closing. With Seller's permission, Buyer after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may conduct a Phase I environmental assessment be via email without requirement for additional form of delivery and any which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests, analyses, surveys tests and investigations ("Inspections") that Buyer deems inspections which may be deemed necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability by Purchaser for the BuyerFeasibility Study. Purchaser must be accompanied by Seller's intended use. If manager for the Property must be rezoned, Buyer will obtain the rezoning from the appropriator another designated representative of Seller (▇▇▇▇▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required ▇▇▇▇▇), or have received Seller's written permission prior to file entering upon the Property in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Purchaser's Feasibility Study Period for the purpose of conducting inspectionsStudy; provided, however, that Buyer, its agents, contractors and assigns Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property and conduct inspections at their own risk. Buyer will indemnify and hold or another designated representative of Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that (▇▇▇▇▇ result ▇▇▇▇▇▇▇▇). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling Purchase and Sale Agreement15233083_2 9 or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a construction lien being filed against manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property without Selleris not suitable for any reason for Purchaser's prior written consent. If intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver Contract by written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not Period, in which case the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇▇ receives proper authorization form Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Section 6(a) and any and all interested partiesobjections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.

Feasibility Study. Buyer will, at Buyer's expense and within ____ days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer▇▇▇▇▇'s sole and absolute discretion, for ___________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer ▇▇▇▇▇ will obtain the rezoning from the appropriat▇ ▇▇▇ernment appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer ▇▇▇▇▇ will indemnify and hold Seller harmless from ▇▇▇▇eslosses, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer▇▇▇▇▇. Buyer will not engage in any activity that ▇▇▇▇▇ could result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer ▇▇▇▇▇ will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer▇▇▇▇▇'s determination of whether or not the Proper▇▇ ▇▇ Property is acceptable. Buyer▇▇▇▇▇'s failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer▇▇▇▇▇'s deposit(s) will be returned after Escrow A▇▇▇▇ Agent receives proper authorization form all interested parties.

Feasibility Study. Buyer willPurchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, at Buyer's expense including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and within ____ days from Effective Date for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study Study") during the period (the "Feasibility Period"), determine whether which commenced on June 15, 2015) under the Property is suitableterms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in Buyer's sole and absolute discretioneffect after expiration of the Feasibility Period, for ___________________ use. During then Purchaser may continue the Feasibility Study Perioduntil Closing. With Seller's permission, Buyer after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may conduct a Phase I environmental assessment be via email without requirement for additional form of delivery and any which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests, analyses, surveys tests and investigations ("Inspections") that Buyer deems inspections which may be deemed necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability by Purchaser for the BuyerFeasibility Study. Purchaser must be accompanied by Seller's intended use. If manager for the Property must be rezoned, Buyer will obtain the rezoning from the appropriator another designated representative of Seller (▇▇▇▇▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required ▇▇▇▇▇), or have received Seller's written permission prior to file entering upon the Property in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Purchaser's Feasibility Study Period for the purpose of conducting inspectionsStudy; provided, however, that Buyer, its agents, contractors and assigns Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property and conduct inspections at their own risk. Buyer will indemnify and hold or another designated representative of Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that (▇▇▇▇▇ result ▇▇▇▇▇▇▇▇). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling Purchase and Sale Agreement15233094_2 9 or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a construction lien being filed against manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property without Selleris not suitable for any reason for Purchaser's prior written consent. If intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver Contract by written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not Period, in which case the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇▇ receives proper authorization form Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Section 6(a) and any and all interested partiesobjections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.

Feasibility Study. Buyer will, at Buyer's ’s expense and within ____ 75 days from Effective Date ("“Feasibility Study Period"”), determine whether the Property is suitable, in Buyer's ’s sole and absolute discretion, for ____________________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("“Inspections"”) that Buyer deems necessary to determine to Buyer's ’s satisfaction the Property's ’s engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management plans, ; availability of permits, government approvals, and licenses; : and other inspections Inspections that Buyer deems appropriate to determine the Property's ’s suitability for the Buyer's ’s intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriat▇ ▇▇▇ernment appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspectionsInspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections Inspections at their own risk. , Buyer will indemnify indemnity and hold Seller harmless from ▇▇▇▇eslosses, damages, costs, claims and expenses of any nature, including attorney's attorneys’ fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of Inspections or any work authorized by Buyer. Buyer will not engage in any activity that ▇▇▇▇▇ could result in a construction lien being filed against the Property without Seller's ’s prior written consent. If this transaction does not close, Buyer will, at Buyer's ’s expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's ’s determination of whether or not the Proper▇▇ ▇▇ Property is acceptable. Buyer's ’s failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's ’s intended use in its "“as is" ” condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's ’s deposit(s) will be returned after Escrow A▇▇▇▇ Agent receives proper authorization form from all interested parties.

Feasibility Study. Buyer will, at Buyer▇▇▇▇▇'s expense and within ____ days from Effective Date (30 days if left blank) ("Feasibility Study Period"), determine whether the Property is suitable, ) after Effective Date and in Buyer's sole and absolute discretion, determine whether the Property is suitable for ___________________ Buyer's intended use. During the Feasibility Study Period, Buyer may conduct a Phase I 1 environmental assessment and any other tests, analyses, surveys surveys, and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural architectural, and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state state, and regional growth management plans, ; availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended useappropriate. If the Property must be rezoned, Buyer ▇▇▇▇▇ will obtain the rezoning from the appropriat▇ ▇▇▇ernment appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors contractors, and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; Inspections, provided, however, that Buyer, its agents, contractors contractors, and assigns enter the Property and conduct inspections Inspections at their own risk. Buyer will indemnify and hold Seller harmless from ▇▇▇▇eslosses, damages, costs, claims claims, and expenses of any nature, including attorney's attorneys' fees, expenses expenses, and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of Inspections or any work authorized by Buyer. Buyer will not engage in any activity that ▇▇▇▇▇ could result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer▇▇▇▇▇'s expense, (1i) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of before conducting the Inspections, Inspections and (2ii) release to Seller all reports and other work generated as a result of the Inspections. Buyer will Before expiration of the Feasibility Study Period, ▇▇▇▇▇ must deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ Property is acceptable. Buyer▇▇▇▇▇'s failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract contract will be deemed terminated as of the day after the Feasibility Study period ends terminated, and Buyer▇▇▇▇▇'s deposit(s) will be returned after Escrow A▇▇▇▇ receives proper authorization form all interested partiesreturned.

Feasibility Study. Buyer will, at Buyer's expense and within ____ 60 days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for ___________________ residential development use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, water and other utilities; consistency with local, state and regional growth management plans, ; availability of permits, government approvals, and licenses; and other inspections Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriat▇ ▇▇▇ernment appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspectionsInspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections Inspections at their own risk. Buyer will indemnify and hold Seller harmless from ▇▇▇▇eslosses, damages, costs, claims and expenses of any nature, including attorney's attorneys' fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of Inspections or any work authorized by Buyer. Buyer will not engage in any activity that ▇▇▇▇▇ could result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇ receives proper authorization form all interested parties.constitute

Feasibility Study. Buyer willPurchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, at Buyer's expense including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and within ____ days from Effective Date for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study Study") during the period (the "Feasibility Period"), determine whether which commenced on June 15, 2015) under the Property is suitableterms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in Buyer's sole and absolute discretioneffect after expiration of the Feasibility Period, for ___________________ use. During then Purchaser may continue the Feasibility Study Perioduntil Closing. With Seller's permission, Buyer after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may conduct a Phase I environmental assessment be via email without requirement for additional form of delivery and any which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests, analyses, surveys tests and investigations ("Inspections") that Buyer deems inspections which may be deemed necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability by Purchaser for the BuyerFeasibility Study. Purchaser must be accompanied by Seller's intended use. If manager for the Property must be rezoned, Buyer will obtain the rezoning from the appropriator another designated representative of Seller (▇▇▇▇▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required ▇▇▇▇▇), or have received Seller's written permission prior to file entering upon the Property in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Purchaser's Feasibility Study Period for the purpose of conducting inspectionsStudy; provided, however, that Buyer, its agents, contractors and assigns Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property and conduct inspections at their own risk. Buyer will indemnify and hold or another designated representative of Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that (▇▇▇▇▇ result ▇▇▇▇▇▇▇▇). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a construction lien being filed against manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property without Selleris not suitable for any reason for Purchaser's prior written consent. If intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver Contract by written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not Period, in which case the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇▇ receives proper authorization form Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Section 6(a) and any and all interested parties.objections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense. Purchase and Sale Agreement15233079_2 10

Feasibility Study. Buyer will, at Buyer's expense and within ______ days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for ____________________________________________ _______________________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I Phrase 1 environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management plans, ; availability of permits, government approvals, and licenses; and other inspections Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriat▇ ▇▇▇ernment appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspectionsInspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections Inspections at their own risk. Buyer will indemnify and hold Seller harmless from ▇▇▇▇eslosses, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of Inspections or any work authorized by Buyer. Buyer will not engage in any activity that ▇▇▇▇▇ could result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period Period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇ Agent receives proper authorization form from all interested parties.

Feasibility Study. Buyer will, at Buyer's expense and within ____ days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for __________________________________________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriatappropriate governm▇▇▇ ▇▇▇ernment agenciesgencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, ▇▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that ▇▇could res▇▇▇ result in ▇n a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇ receives proper authorization form all interested parties.not

Feasibility Study. Buyer will, at Buyer's expense and within ____ (i) The Purchaser shall have a period of thirty (30) days from Effective the Execution Date ("Feasibility Study Period")) in which to make such zoning, legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, in order to determine whether the Property premises is suitablesuitable for Purchaser's use as the warehousing of fabric. (ii) In the event that the Purchaser determines, in Buyer's sole that as a result of the tests, studies and absolute discretioninvestigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for ___________________ use. During the warehousing of fabric, the Purchaser shall have the right, upon written notice to the Seller delivered on or before the 30th day of the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser shall be returned and any other there shall be no further liability or obligation on the part of either party hereto. If such notice is not delivered on the 30th day this condition is waived. (iii) From and after the date hereof, the Purchaser shall have the right to enter upon the premises for the purpose of making, at its sole cost and expense, the various tests, analysesstudies and investigations, surveys authorized herein. Additionally, the Purchaser agrees to indemnify, defend and investigations ("Inspections") that Buyer deems necessary hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to determine any loss occasioned to Buyer's satisfaction the Property's engineering, architectural premises. This indemnification and environmental properties; zoning hold harmless agreement extends to any loss occasioned to the premises. This indemnification and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate hold harmless agreement extends to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriatany loss SALE OF ▇▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that ▇▇▇▇▇ result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇▇ receives proper authorization form Page-6 -------------------------------------------------------------------------------- occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all interested partiescontingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser shall have the right to terminate this Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the status of the matter.

Feasibility Study. Buyer willPurchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, at Buyer's expense including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and within ____ days from Effective Date for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study Study") during the period (the "Feasibility Period"), determine whether which commenced on June 15, 2015) under the Property is suitableterms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in Buyer's sole and absolute discretioneffect after expiration of the Feasibility Period, for ___________________ use. During then Purchaser may continue the Feasibility Study Perioduntil Closing. With Seller's permission, Buyer after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may conduct a Phase I environmental assessment be via email without requirement for additional form of delivery and any which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests, analyses, surveys tests and investigations ("Inspections") that Buyer deems inspections which may be deemed necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability by Purchaser for the BuyerFeasibility Study. Purchaser must be accompanied by Seller's intended use. If manager for the Property must be rezoned, Buyer will obtain the rezoning from the appropriator another designated representative of Seller (▇▇▇▇▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required ▇▇▇▇▇), or have received Seller's written permission prior to file entering upon the Property in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Purchaser's Feasibility Study Period for the purpose of conducting inspectionsStudy; provided, however, that Buyer, its agents, contractors and assigns Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property and conduct inspections at their own risk. Buyer will indemnify and hold or another designated representative of Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that (▇▇▇▇▇ result ▇▇▇▇▇▇▇▇). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a construction lien being filed against manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property without Selleris not suitable for any reason for Purchaser's prior written consent. If intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver Contract by written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not Period, in which case the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇▇ receives proper authorization form Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Section 6(a) and any and all interested partiesobjections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense. Purchase and Sale Agreement15233092_2 10 (b) Restoration of Property. Purchaser will, at its own expense, promptly repair any damage to the Property relating to or caused by the tests and inspections performed by Purchaser or any Purchaser Representative (defined below) under this Contract or the Access Agreement, free of any mechanic's or materialman's liens or other encumbrances arising out of any of the inspections or tests. Neither Purchaser nor any Purchaser Representative shall damage any part of the Property or any personal property owned or held by any tenant or third party. The obligations under this subparagraph shall survive for (a) three (3) months following any termination of this Contract with respect to any claim of Seller unrelated to a claim of a third party unaffiliated with Seller or Seller’s property manager, and (b) the applicable statute of limitations with respect to any claim of Seller relating to a claim made by a third party unaffiliated with Seller or Seller’s property manager; provided however that if Seller shall have provided written notice to Purchaser with reasonable detail of a specified claim for which Purchaser is responsible hereunder within the period provided in subsection (a) or (b), as applicable, then such period shall be extended until such claim is resolved.

Feasibility Study. Buyer will, at Buyer's expense and within ____ 60 days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for ___________________ residential development use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, water and other utilities; consistency with local, state and regional growth management plans, ; availability of permits, government approvals, and licenses; and other inspections Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriat▇ ▇▇▇ernment appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspectionsInspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections Inspections at their own risk. Buyer will indemnify and hold Seller harmless from ▇▇▇▇eslosses, damages, costs, claims and expenses of any nature, including attorney's attorneys' fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of Inspections or any work authorized by Buyer. Buyer will not engage in any activity that ▇▇▇▇▇ could result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period Period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇ Agent receives proper authorization form from all interested parties.

Feasibility Study. Buyer BUYER will, at Buyer's BUYER’s expense and within ____ days from Effective Date ("“Feasibility Study Period"”), determine whether the Property is suitable, in Buyer's BUYER’s sole and absolute discretion, for ___________________ use. During the Feasibility Study Period, Buyer BUYER may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("“Inspections"”) that Buyer BUYER deems necessary to determine to Buyer's BUYER’s sole satisfaction the Property's ’s engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency consistent with local, state and regional growth management plans, ; availability of permits, government approvals, and licenses; and other inspections Inspections that Buyer BUYER deems appropriate to determine the Property's ’s suitability for the Buyer's BUYER’s intended use. SELLER does not authorize BUYER to have the Property rezoned. ▇▇▇▇▇▇ agrees to cooperate with BUYER to have the Property rezoned to a zoning classification acceptable to both parties. If the parties can not agree upon an acceptable zoning classification, than either party may terminate this Agreement and BUYER’s Deposit(s) will be returned. If SELLER agrees that Property must be rezoned, Buyer rezoned BUYER will obtain the rezoning from the appropriat▇ ▇▇▇ernment appropriate government agencies. Seller SELLER will sign all documents Buyer BUYER is required to file in connection with the development or rezoning approvals. Seller SELLER will not be responsible for any fees or costs incurred in connection with the actions undertaken by the BUYER. SELLER gives BuyerBUYER, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspectionsInspections; provided, however, that BuyerBUYER, its agents, contractors and assigns enter the Property and conduct inspections Inspections at their own risk. Buyer BUYER will indemnify and hold Seller SELLER harmless from ▇▇▇▇eslosses, damages, costs, claims and expenses of any nature, including attorney's attorneys’ fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of Inspections or any work authorized by BuyerBUYER. Buyer BUYER will not engage in any activity that ▇▇▇▇▇ could result in a construction lien being filed against the Property without Seller's SELLER’s prior written consent. If this transaction does not close, Buyer BUYER will, at Buyer's BUYER’s expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller SELLER all reports and other work generated as a result of the Inspections. Buyer ▇▇▇▇▇ will deliver written notice to Seller SELLER prior to the expiration of the Feasibility Study Period of Buyer's BUYER’s determination of whether or not the Proper▇▇ ▇▇ Property is acceptable. Buyer's ▇▇▇▇▇’s failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's BUYER’s intended use in its "as is" it’s “As Is” condition. If the Property is unacceptable to Buyer BUYER and written notice of this fact is timely delivered to SellerSELLER, this Contract Agreement will be deemed terminated as of the day after date of the Feasibility Study period ends BUYER’s notice and Buyer's deposit(sBUYER’s Deposit(s) will be returned after Escrow A▇▇▇▇ receives proper authorization form all interested partiesreturned. This provision shall survive the closing.

Feasibility Study. Buyer will, at Buyer's expense is granted the right to conduct engineering and/or market and within ____ days from Effective Date ("Feasibility Study Period"), determine whether economic feasibility studies of the Property is suitable, in Buyer's sole and absolute discretion, for ___________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction physical inspection of the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other including studies or inspections that Buyer deems appropriate to determine the Property's suitability existence of any environmental hazards or conditions (collectively, the “Feasibility Study”) during the period (the “Feasibility Period”) commencing on the Effective Date and ending at 5:00 p.m., prevailing Pacific Time, on November 24, 2009. With Seller’s permission, after Seller has received advance notice sufficient to permit it to schedule in an orderly manner Buyer’s examination of the Property and to provide at least 24-hours’ advance written notice to any affected tenants, Buyer or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Buyer for the Buyer's intended useFeasibility Study. If Buyer must be accompanied by Seller’s manager for the Property must be rezoned, Buyer will obtain or another designated representative of Seller or have received Seller’s written permission prior to entering upon the rezoning from the appropriat▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required to file Property in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the ’s Feasibility Study Period for the purpose of conducting inspectionsStudy; provided, however, that Buyer, its agents, contractors and assigns Buyer may not enter into any space leased by any tenant without being accompanied by Seller’s manager for the Property and conduct inspections at their own riskor another designated representative of Seller. Buyer will indemnify and hold Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning agrees to make its manager or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyerother representative reasonably available during normal business hours. Buyer will not engage in any activity that ▇▇▇▇▇ result in a construction lien being filed against alter the physical condition of the Property without Seller's prior notifying Seller of its requested tests, and obtaining the written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages consent of Seller to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct any physical alteration of the Inspections, and (2) release to Seller all reports and other work generated as a result of the InspectionsProperty. Buyer will deliver utilize commercially reasonable diligence to conduct or cause to be conducted all inspections and tests in a manner and at times which will not unreasonably interfere with any tenant’s use and occupancy of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable for any reason for Buyer’s intended use or purpose, or is not in satisfactory condition, then Buyer may terminate this Contract by written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not Period, in which case the Proper▇▇▇▇▇▇▇ ▇▇ acceptable. Buyer's failure Money (less any cancellation fee payable to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(sTitle Company or Underwriter) will be returned to Buyer, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated pursuant to this Section 5(a), then Buyer or its designated agents may enter upon the Property after Escrow A▇▇▇▇ receives proper authorization form expiration of the Feasibility Period from time to time during normal business hours and upon advance notice to Seller (which notice may be oral) for the purpose of inspecting the common areas; provided, however, Buyer may not enter into any space leased by any tenant without Seller’s consent and without being accompanied by Seller’s manager for the Property or another designated representative of Seller. If this Contract is not terminated pursuant to this Section 5(a), Buyer’s right to terminate this Contract pursuant to this Section 5(a) and any and all interested partiesobjections with respect to the Feasibility Study will be deemed to have been waived by Buyer for all purposes.

Feasibility Study. Buyer willPurchaser is granted a license to enter upon the Property to conduct such nondestructive engineering and/or market and economic feasibility studies of the Property and a physical inspection of the Property, at Buyer's expense including studies or inspections to determine the existence of any environmental hazards or conditions as Purchaser deems necessary or advisable and within ____ days from Effective Date for reviewing and copying those of the Submission Matters noted as to be provided on-site (collectively, the "Feasibility Study Study") during the period (the "Feasibility Period"), determine whether which commenced on June 15, 2015) under the Property is suitableterms of that certain Access and Due Diligence Agreement between the parties (the "Access Agreement")) and ending at 5:00 p.m., Central Time, on July 30, 2015. If this Contract remains in Buyer's sole and absolute discretioneffect after expiration of the Feasibility Period, for ___________________ use. During then Purchaser may continue the Feasibility Study Perioduntil Closing. With Seller's permission, Buyer after Seller has received at least two full Business Days advance written notice of the intended date of entry (which request may conduct a Phase I environmental assessment be via email without requirement for additional form of delivery and any which permission, unless promptly denied in writing, shall be deemed granted), Purchaser or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests, analyses, surveys tests and investigations ("Inspections") that Buyer deems inspections which may be deemed necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability by Purchaser for the BuyerFeasibility Study. Purchaser must be accompanied by Seller's intended use. If manager for the Property must be rezoned, Buyer will obtain the rezoning from the appropriator another designated representative of Seller (▇▇▇▇▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required ▇▇▇▇▇), or have received Seller's written permission prior to file entering upon the Property in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Purchaser's Feasibility Study Period for the purpose of conducting inspectionsStudy; provided, however, that Buyer, its agents, contractors and assigns Purchaser may not enter into any space leased by any tenant without being accompanied by Seller's manager for the Property and conduct inspections at their own risk. Buyer will indemnify and hold or another designated representative of Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that (▇▇▇▇▇ result ▇▇▇▇▇▇▇▇). Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not conduct physical or invasive testing or testing involving sampling (including, without limitation, any environmental testing other than a Phase I study) without notifying Seller of its requested tests, and obtaining the written consent of Seller. Before conducting any test or investigation involving physical disturbance, sampling Purchase and Sale Agreement 15233094_2 9 or invasive testing of any portion of the Property, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform. No such tests shall be conducted without Seller’s prior written approval of the testing plan and the specific test or investigation, which approval may be via email from Seller’s designated representative without requirement for additional form of delivery of notice. Purchaser will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a construction lien being filed against manner and at times that will not unreasonably interfere with any tenant's use and occupancy of the Property. Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Feasibility Study. If Purchaser determines, in its sole judgment, that the Property without Selleris not suitable for any reason for Purchaser's prior written consent. If intended use or purpose, is not in satisfactory condition, or that Purchaser otherwise no longer desires to purchase the Property, then Purchaser may terminate this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver Contract by written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not Period, in which case the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇▇ receives proper authorization form Money (other than the Nonrefundable Deposit which will be paid to Seller) will be promptly returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 6(a), Purchaser's right to terminate this Contract pursuant to this Section 6(a) and any and all interested partiesobjections with respect to the Feasibility Study will be deemed to have been waived by Purchaser for all purposes. The Feasibility Study will be at Purchaser's expense.

Feasibility Study. Buyer will, at Buyer's expense and within ____ days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for ___________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriat▇ ▇▇▇ernment appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from ▇▇▇▇eslosses, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that ▇▇▇▇▇ could result in a construction lien being filed against the Property without Seller's prior /SL/ /SG/ written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Proper▇▇ ▇▇ Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇ Agent receives proper authorization form all interested parties.

Feasibility Study. Buyer will, at Buyer's expense and within ____ days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for _____________________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriat▇ appropriate ▇▇▇ernment ▇▇nment agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from l▇▇▇▇es▇, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that ▇▇co▇▇▇ result ▇esult in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property /SL/ /JG/ resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the ProperProperty ▇▇ ▇▇ acceptablecceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow AAge▇▇ ▇▇▇▇ receives ceives proper authorization form all interested parties.

Feasibility Study. Buyer will, at Buyer's expense is granted the right to conduct engineering and/or market and within ____ days from Effective Date ("Feasibility Study Period"), determine whether economic feasibility studies of the Property is suitable, in Buyer's sole and absolute discretion, for ___________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction physical inspection of the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other including studies or inspections that Buyer deems appropriate to determine the Property's suitability existence of any environmental hazards or conditions (collectively, the “Feasibility Study”) during the period (the “Feasibility Period”) commencing on the Effective Date and ending at 5:00 p.m., Central Standard Time, on November 30, 2011. With Seller’s permission, after Seller has received advance notice sufficient to permit it to schedule in an orderly manner Buyer’s examination of the Property and to provide at least twenty-four (24) hours advance written notice to any affected tenants, Buyer or its designated agents may enter upon the Property during normal business hours for purposes of analysis or other tests and inspections which may be deemed necessary by Buyer for the Buyer's intended useFeasibility Study. If Buyer must be accompanied by Seller’s manager for the Property must be rezoned, Buyer will obtain or another designated representative of Seller or have received Seller’s written permission prior to entering upon the rezoning from the appropriat▇ ▇▇▇ernment agencies. Seller will sign all documents Buyer is required to file Property in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the ’s Feasibility Study Period for the purpose of conducting inspectionsStudy; provided, however, that Buyer, its agents, contractors and assigns Buyer may not enter into any space leased by any tenant without being accompanied by Seller’s manager for the Property and conduct inspections at their own riskor another designated representative of Seller. Buyer will indemnify and hold Seller harmless from ▇▇▇▇es, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning agrees to make its manager or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyerother representative reasonably available during normal business hours. Buyer will not engage in any activity that ▇▇▇▇▇ result in a construction lien being filed against alter the physical condition of the Property without Seller's prior notifying Seller of its requested tests, and obtaining the written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages consent of Seller to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct any physical alteration of the Inspections, and (2) release to Seller all reports and other work generated as a result of the InspectionsProperty. Buyer will deliver exercise its best efforts to conduct or cause to be conducted all inspections and tests in a manner and at times which will not unreasonably interfere with any tenant’s use and occupancy of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable for any reason for Buyer’s intended use or purpose, or is not in satisfactory condition, then Buyer may terminate this Contract by written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not Period, in which case the Proper▇▇ ▇▇ acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow A▇▇▇▇▇ receives proper authorization form Money will be returned to Buyer, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Contract is not terminated in the manner and within the time provided in this Section 5(a), Buyer’s right to terminate this Contract pursuant to this Section 5(a) and any and all interested partiesobjections with respect to the Feasibility Study will be deemed to have been waived by Buyer for all purposes. The Feasibility Study will be at Buyer’s expense.