Common use of Approval Clause in Contracts

Approval. 5.2.1 Buyer shall have until the conclusion of the Due Diligence Period to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contracts.

Approval. 5.2.1 5.2.1. Buyer shall have until the conclusion of the Due Diligence Period to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence diligence, in Buyer’s sole and absolute discretion, then (i) this Agreement and the Other Purchase and Sale Agreements shall thereupon be automatically terminated, (ii) Buyer shall not be entitled to purchase the PropertyProperty or any of the Properties, (iii) Seller shall not be obligated to sell the Property or any of the Properties to Buyer, Buyer and (iv) the Parties shall be relieved of any further obligation to each other with respect to the PropertyProperty and the Properties. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the DepositDeposit and all of the deposits related to the Properties, to the Party who deposited same Buyer and no further duties shall be required of Escrow Holder. 5.2.2 5.2.2. Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with Buyer’s inspection of the Property within five (5) business days following the termination of this Agreement. 5.2.3. On or before the Closing Date (expiration of the “Contract Notice Date”)Due Diligence Period, Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the each Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 5.2.3 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Dateof the Due Diligence Period, all Service Contracts shall will be Terminated Contracts.

Approval. 5.2.1 Buyer shall have until the conclusion of the Due Diligence Period to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer This Agreement shall be permitted, prior subject to the expiration written approval of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (Sno-Isle Libraries’ authorized representative and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled finding until so approved. The Agreement may be altered, amended, or waived only by a written amendment executed by both parties. THIS AGREEMENT is executed by the persons signing below who warrant that they have the authority to purchase execute the PropertyAgreement. Contractor Sno-Isle Libraries _ Signature Date Signature Date THE PURCHASE ORDER CONTRACT INCLUDES THE FOLLOWING TERMS AND CONDITIONS AND INCLUDES, Seller BUT IS NOT LIMITED TO THE INVITATION TO BID, REQUEST FOR QUOTATION, SPECIFICATIONS, PLANS, AND PUBLISHED RULES AND POLICIES OF SNO-ISLE LIBRARIES AND THE LAWS OF THE STATE OF WASHINGTON, WHICH ARE HEREBY INCORPORATED BY REFERENCE. ADVANCE PAYMENTS PROHIBITED - No payments in advance of or in anticipation of goods or services to be provided under this Contract shall be made by Sno-lsle Libraries. AMENDMENTS - This Contract may be amended by mutual agreement of the parties. Such amendments shall not be obligated binding unless they are in writing and signed by personnel authorized to sell bind each of the Property parties. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to Buyeras the "ADA" 28 CFR Part 35 - The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. ASSIGNMENT - Neither this Contract, nor shall any claim arising under this Contract, be transferred or assigned by the Parties shall be relieved Contractor without prior written consent of Sno-lsle Libraries. ATTORNEYS' FEES - In the event of litigation or other action brought to enforce Contract terms, each party agrees to bear its own attorney's fees and costs. CERTIFIED PAYROLL REQUIREMENT – Contractor will submit Certified Payroll to Labor & Industries monthly per RCW 39.12.120. CHANGES - No alterations in any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectivelyterms, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as conditions, delivery price, quality, quantities, or specification of this order will be effective without written consent of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, Procurement Specialist or assumed by, appropriate Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contracts.

Approval. 5.2.1 5.2.1. Buyer shall have until the conclusion of the Due Diligence Period (as the same may be extended in accordance with the terms of Section 5.1 above) to approve or disapprove of the Inspections, Due Diligence Items, Inspections and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reasonItems enumerated in Section 4. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, the condition of the Real Property this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Real Property, Seller shall not be obligated to sell the Real Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Real Property. Upon termination, Escrow Holder shall, without any further action required from any Partyparty, return all documents and funds, including the Deposit, to the Party parties who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 5.2.2. Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with Buyer’s inspection of the Real Property within one (1) business day following the termination of this Agreement 5.2.3. On or before the Closing Date (expiration of the “Contract Notice Date”)Due Diligence Period, the Buyer may deliver a written notice to the Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related specifying any Contracts with respect to the construction, ownership, use, operation, occupancy, maintenance, repair or development which Buyer requires Seller deliver notices of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of termination at the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, the Buyer. To the extent that any such Terminated Contracts require Contract requires payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If the Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Dateof the Due Diligence Period, all Service Contracts there shall be no Terminated ContractsContracts and the Buyer shall assume all Contracts set forth on Exhibit D at the Closing. Notwithstanding anything to the contrary set forth in this section, prior to the Closing Date the Seller shall terminate any and all management contracts pertaining to the Property.

Approval. 5.2.1 Buyer shall have until the conclusion Prior to commencement of the Due Diligence Period to approve or disapprove construction of the Inspections, Due Diligence Items, and the economic feasibility of improvement on the Property, it being acknowledged that Buyer Purchaser shall deliver to the architectural review committee (the “ARC”) for the Association for approval by the ARC and the Association preliminary plans (the “Preliminary Plans”) for the proposed improvements to be built by Purchaser on the Property (the “Improvements”). The Preliminary Plans shall (i) show the location on the Property and dimensions of all proposed improvements, including parking areas, lighting, perimeter fencing, trash and storage areas, above-ground utility facilities (if any), and landscaping, (ii) indicate the color elevations and exterior finish materials of the building Improvements, and (iii) comply with all applicable deed restrictions and any guidelines and procedures promulgated thereunder. Within thirty (30) days after delivery of the Preliminary Plans to the ARC, the ARC and the Association shall by written notice to Purchaser, either approve the same or state the specific item(s) thereof which the ARC and the Association disapproves and the reason(s) therefor. In the event the ARC and the Association fail to send a written notice to Purchaser of the ARC’s and Association’s approval or disapproval of the Preliminary Plans within said thirty (30) day period, the Preliminary Plans shall be permitted, prior deemed to have been disapproved by the expiration ARC and the Association for all purposes. The ARC and the Association may disapprove of any aspect of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to Preliminary Plans if the expiration ARC and the Association in their reasonable judgment believe that same will be inconsistent with the design and quality of the Due Diligence Period, to notify Seller in writing property that is part of its intention to proceed (the Deed Restrictions and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, their approval shall not be unreasonably withheld; provided, however, that if Buyer the ARC’s and Association’s approval of the Preliminary Plans shall fail in no manner indicate that the ARC and Association believe the Preliminary Plans are in compliance with all applicable codes, law and regulations, and it shall be Purchaser’s obligation to deliver a written notice to Seller and Escrow Holder within obtain all such requisite approvals. Purchaser agrees that the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell Improvements constructed by it on the Property to Buyer, and the Parties shall be relieved of any further obligation to each other with respect will conform to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return approved Preliminary Plans in all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holdermaterial respects. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contracts.

Approval. 5.2.1 Buyer shall have until Subject to the conclusion express terms of the Due Diligence Period to approve or disapprove Work Letter Agreement which governs the construction of the Inspectionsinitial Tenant Improvements and except for Permitted Alterations (as defined below), Due Diligence ItemsTenant shall not attach any fixtures, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior equipment or other items to the expiration of the Due Diligence PeriodPremises or make any additions, to terminate this Agreement for any reason changes, alterations or no reason. Buyer shall endeavor, prior improvements to the expiration of Premises or the Due Diligence Period, to notify Seller in writing of its intention to proceed systems or equipment serving the Premises (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively work referred to collectively herein as the “Assigned Contracts”"Work"), without the prior written consent of Landlord. All Assigned Contracts Landlord shall be listed on a Schedule not unreasonably withhold, delay or condition consent, except that Landlord reserves the right to withhold consent in Landlord's sole discretion for Work affecting the structure, safety or security of the Project or Premises, the systems or equipment, or the appearance of the Premises from any Common Areas. Notwithstanding anything contained in this Article 10 to the “Assignment Agreement” contrary, Tenant shall have the right to make Permitted Alterations in the Premises, without Landlord's consent. A Permitted Alteration shall mean any Work in the Premises that could not (as hereinafter defined)i) affect the structure or safety of the Building; (ii) affect the electrical, plumbing or mechanical systems of the Building or the functioning thereof; (iii) be or become visible from the exterior of the Premises; (iv) interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building; (v) cost more than the lesser of One Hundred Thousand Dollars ($100,000.00) or the amount which when added to all other Alterations made within the prior twelve (12) months equals $200,000.00, and (vi) require a permit. All Service Contracts Provided the foregoing conditions are satisfied, Permitted Alterations shall include, without limitation, the following Work to the Premises: (i) paint and install wall coverings; (ii) install and remove office furniture; (iii) install normal and customary office equipment and workstations (other than floor to ceiling workstations) that are not Assigned Contracts affixed to the Premises and are designed to be free-standing (the “Terminated Contracts”i.e., not "built-in"), (iv) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsinstall and remove Tenant's computer and telecommunication equipment and perform cable pulls in connection therewith; and (v) install and remove carpeting and other floor coverings.

Approval. 5.2.1 Buyer The Owner (the "Developing Owner") who proposes to make Material Changes to such Improvements shall have until reimburse the conclusion other Owners their reasonable expenses of reviewing and approving the plans for such Improvements within thirty (30) days following receipt of invoices therefor. At the time the Developing Owner submits the plans as hereinabove required, it also shall submit engineering reports from structural engineers licensed by the State of Texas demonstrating that the new Improvements can be built without material structural damage to the Common Improvements. Any approval required under this Article XXII shall be given or withheld within ten (10) days after submission to the applicable Owner of the Due Diligence Period request for such approval in writing together with information sufficient to approve make an informed decision. The failure of an Owner to respond to an initial request within such ten (10) day period shall be deemed disapproval of such request; provided that if a second request is made regarding the same subject matter, then the failure to respond within five (5) days shall be deemed approval of such request. Approvals required under this Article XXII may be given or disapprove withheld in the sole discretion of the InspectionsOwner from whom such approval is required, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged provided that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer such approval shall not be entitled unreasonably withheld if the applicable Improvements, after the implementation of such alterations, will comply with First Class Standards and will be architecturally harmonious with the other Improvements on the Site. Any such Improvements shall be constructed in substantial accordance with the plans therefor as approved by the Owners required to purchase the Propertyapprove them hereunder and in good and workmanlike manner, Seller shall not be obligated to sell the Property to Buyerusing first-class materials in accordance with First Class Standards, in accordance with all applicable laws, ordinances, rules and regulations (including, without limitation, building codes) of all Governmental Agencies, and otherwise in accordance with the Parties terms and conditions of this REA. Without limiting the generality of the foregoing, no such Improvement shall be relieved constructed in such manner as will cause any then existing Improvement to be in violation of applicable building codes. The Developing Owner shall indemnify and hold the other Owners harmless from all claims, damages, liabilities, responsibilities, costs and expenses (including reasonable attorneys' fees) arising out of, related to or in any further obligation to each other manner connected with respect to the Property. Upon termination, Escrow Holder shallconstruction of the new Improvements including, without limitation, the cost of repairing any further action required from damage to any Party, return all documents and fundsexisting Improvements, including the DepositCommon Improvements, to resulting from the Party who deposited same and no further duties shall be required construction of Escrow Holdersuch new Improvements. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contracts.

Approval. 5.2.1 5.1.1. Buyer shall have until from the conclusion of Effective Date through and including July 1, 2005 (the Due Diligence Period “Inspection Period”) to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its approval of the Inspections in writing within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole Inspection Period, the condition of the Property shall be deemed disapproved, and absolute discretion, this Agreement and the Escrow shall thereupon automatically terminate, whereupon the Deposit and all interest earned thereon shall be automatically terminatedimmediately returned to Buyer, and Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Section 5 above. 5.1.2. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, Notwithstanding anything to the Party who deposited same contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, upon written request from Seller, Buyer shall promptly and no further duties shall be required at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of Escrow Holder. 5.2.2 On all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or before the Closing Date materials (the “Contract Notice DateBuyer’s Reports”); provided, however, that delivery of such copies and information by Buyer may deliver a written notice shall be without warranty or representation whatsoever, express or implied, including without limitation, any warranty or representation as to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, useaccuracy, operation, occupancy, maintenance, repair adequacy or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that completeness thereof or otherwise. Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. 5.1.3. Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or penaltieswarranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. If Seller advises Buyer fails to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 Buyer 6.2.1 Purchaser shall have until 5:00 p.m. Pacific Time on the conclusion date which is thirty-two (32) days from the RFR Notice Delivery Date to review and approve or disapprove (by delivery of a written notice to Seller) (the “Original Title Objection Notice”) (a) the Preliminary Title Commitment and all supplements thereto obtained by Purchaser after the Effective Date but prior to the Contingency Approval Date, and all exceptions to title referred to therein, and (b) all matters which would be disclosed by an ALTA survey of the Land (collectively, the “Initial Title and Survey Matters”). If Purchaser specifies any objectionable matters (“Objected Title Matters”) in the Original Title Objection Notice, Seller agrees to notify Purchaser in writing (“Seller’s Initial Notice”) no later than three (3) Business Days prior to the Contingency Approval Date as to whether Seller will attempt to cure such defect(s) prior to the Closing. If Seller’s Initial Notice states that Seller refuses to cure such defect(s) (“Seller Refused Objected Title Matters”) prior to the Closing, Purchaser shall either (i) take title to the Property “as is” with respect to the matters set forth in the Original Title Objection Notice, which shall be evidenced by the Purchaser’s approval of the Due Diligence Period to approve or disapprove of Investigations in the Inspections, Purchaser’s Due Diligence ItemsContingency Approval Notice, or (ii) in the event that Purchaser’s Due Diligence Contingency Approval Notice informs Seller that the Due Diligence Investigations are not approved by Purchaser, this Agreement shall terminate as set forth in Section 5.1(b). Purchaser unconditionally waives any right to object to the Initial Title and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior Survey Matters known to exist at the expiration of the Due Diligence PeriodPeriod not objected to in the Original Title Objection Notice (other than Objected Title Matters) and any Seller Refused Objected Title Matters (which matters, to terminate collectively with the Permitted Exceptions noted in this Agreement for any reason or no reason. Buyer Agreement, shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon thereafter be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice DatePermitted Exceptions”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contracts.

Approval. 5.2.1 6.1 Buyer shall have until fifteen (15) days from the conclusion of the Due Diligence Period Effective Date (“Inspection Period”) to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Inspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement and the Escrow shall thereupon be automatically terminated, . Buyer shall thereafter not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shallexcept as provided in Paragraph 5. 6.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (“Buyer’s Reports”); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitations, any warranty or representation as to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, useaccuracy, operation, occupancy, maintenance, repair adequacy or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that completeness thereof or otherwise. Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsrestrictions.

Approval. 5.2.1 Buyer shall have until the conclusion of the Due Diligence Period to approve or disapprove of the Inspections, Due Diligence Items, Items and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with Buyer’s inspection of the Property within five (5) business days following the termination of this Agreement. 5.2.3 On or before the Closing Date (expiration of the “Contract Notice Date”), Due Diligence Period Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the each Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 5.2.3 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. Notwithstanding the foregoing, Buyer shall be solely responsible for the payment of any such cancellation fees or penalties with respect to AT&T Wireless/ New Cingular Wireless, Comcast, Pitney B▇▇▇▇ and Tyco/SymplexGrinnell. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Dateof the Due Diligence Period, all Service Contracts shall will be Terminated Contracts.

Approval. 5.2.1 5.1.1. Buyer shall have until forty-five (45) days after the conclusion Opening of the Due Diligence Period Escrow ("Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, Inspections and other information obtained by Buyer concerning the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reasonProperty and Buyer's intended use thereof. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval in writing within the Due Diligence Period approving Inspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections or other information obtained by Buyer concerning the Property and Buyer’s due diligence in Buyer’s sole and absolute discretion's intended use thereof within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, the Deposit shall be refunded to Buyer, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 5.1.2. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, Notwithstanding anything to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”)contrary contained herein, Buyer may deliver a written notice hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller (all Due Diligence Items which have been delivered by Seller to Buyer in connection with the “Contracts Notice”) identifying those service contractsInspections, vending machinealong with copies of all reports, telecommunications drawings, plans, studies, summaries, surveys, maps and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related data prepared by third parties relating to the constructionProperty, ownership, use, operation, occupancy, maintenance, repair subject to restrictions on Buyer's ability to make any such materials available to Seller that are imposed in any agreement with a third party preparing any such reports or development of the Property materials (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that "Buyer's Reports"). Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. 5.1.3. Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or penaltieswarranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. If Seller advises Buyer fails to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 Buyer It is understood and agreed that during the term of this Lease and any renewals thereof, no alteration, change, improvement, repair, replacement or addition to the Leased Premises (hereinafter collectively referred to as "Tenant Work") shall have be performed until Landlord approves (i) plans and specifications which reflect in detail the conclusion equipment to be included in the Tenant Work and the modifications or alterations to the Complex (defined in Section 5.09 of this Lease), to any areas appurtenant to the Complex, and to the mechanical, electrical, plumbing, structural and other systems of the Due Diligence Period Complex which will be required to approve or disapprove effectively install the Tenant Work, and (ii) the contractor, subcontractors and engineers who will perform the work attendant to the installation of the Inspections, Due Diligence Items, Tenant Work. It is expressly understood and the economic feasibility agreed that any approvals required from or requested of the Property, it being acknowledged that Buyer Landlord under this Article 3 shall not be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason unreasonably withheld or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, delayed; provided, however, that if Buyer shall fail (i) Landlord's refusal to deliver a written notice to Seller approve proposed plans and Escrow Holder specifications which do not comply with the quality, utility and character of the improvements within the Due Diligence Period approving Buyer’s due diligence Complex as set forth in Buyer’s sole the plans and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer specifications of the Complex shall not be deemed unreasonable withholding of consent, and (ii) Landlord shall be entitled to purchase disapprove a contractor, subcontractor or engineer for the Propertysame reasons a contractor or subcontractor may be terminated pursuant to Section 3.03.2 of this Lease. Except as provided below in this Section 3.03.1 regarding deemed approval by Landlord, Seller Landlord's approval of any such plans and specifications shall not be obligated deemed to sell have been given until Landlord has initialed such plans and specifications (the Property aforesaid approved plans and specifications, inclusive of subsequent revisions or modifications which must be approved in writing by Landlord, being hereinafter referred to Buyeras the "Plans and Specifications"). At the written request of Tenant, Landlord shall indicate on the Plans and Specifications or otherwise in writing the part(s), if any, of the Tenant Work that Tenant must remove from the Leased Premises at the expiration or sooner termination of this Lease. Any improvements existing in the Leased Premises as of the Execution Date and Tenant Work not so specified for removal by Landlord in writing following the request made by Tenant need not be removed by Tenant at the expiration or sooner termination of this Lease. In obtaining Landlord's approval, Tenant shall provide Landlord with three (3) complete sets of Plans and Specifications. All contractors or subcontractors shall agree to abide by the terms and conditions of this Lease. By approving the Plans and Specifications and/or inspecting the Tenant Work, Landlord shall not be liable or responsible for the adequacy, form or content of the Plans and Specifications or for any work performed pursuant thereto, and Tenant's obligations shall not be diminished or relieved in any manner by such approval. Landlord agrees to respond to any request for approval of such plans as promptly as is reasonably practicable. Notwithstanding anything herein to the Parties contrary, Landlord's failure to respond to any submittal under this section after fifteen (15) business days from the date of actual receipt by Landlord thereof shall constitute approval by Landlord. After approval of the Plans and Specifications, Landlord will respond to requested changes to the Plans and Specifications within five (5) business days after its actual receipt thereof. Additions and modifications of a non-material nature that do not affect the structural integrity or any system of the Building shall be relieved of any further obligation to each other with respect deemed approved if no response is given within two (2) business days (at such time, if ever, Landlord's Mortgagee has succeeded to the Propertyinterests of Landlord hereunder, then for so long as Landlord's Mortgagee is the landlord hereunder, this two (2) business day period shall be a five (5) business day period) after Landlord's actual receipt of the request therefor. Upon terminationIn the event that Landlord withholds any such consent, Escrow Holder shallincluding, without any further action required from any Partylimitation, return all documents and funds, including the Deposit, its consent to the Party who deposited same Plans and Specifications, such withholding shall not constitute an event of default by Landlord under the terms of this Lease. It is specifically understood and agreed that no further duties Tenant Work or Plans and Specifications therefor shall be required to be approved by Landlord unless the same makes adequate provision for separate metering of Escrow Holder. 5.2.2 On utilities for non-"building standard" services, including, without limitation, electricity and water, applicable to the Tenant Work, provided however, Tenant and Landlord may mutually agree to an alternative method, by formula or before otherwise, to measure such non-"building standard" usage. Prior to substantial completion of the Closing Date (the “Contract Notice Date”)Tenant Work, Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contractsTenant shall provide Landlord with updated copies of guarantees, vending machinemaintenance and operating manuals, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, pertinent materials relative to all non-"building standard" equipment leases, brokerage and leasing commission agreements and other agreements or rights related installed pursuant to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer Tenant Work and that Buyer shall assume as of the Closing Date (such designated Service Contracts all leasehold improvements shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts owned by Landlord and equipment warranties shall be listed on a Schedule to in the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment name of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsLandlord.

Approval. 5.2.1 Buyer 6.2.1 Purchaser shall have until 5:00 p.m. Pacific Time on the conclusion date which is thirty-two (32) days from the Offer Notice Delivery Date to review and approve or disapprove (by delivery of a written notice to Seller) (the “Original Title Objection Notice”) (a) the Preliminary Title Commitment and all supplements thereto obtained by Purchaser after the Effective Date but prior to the Contingency Approval Date, and all exceptions to title referred to therein, and (b) all matters which would be disclosed by an ALTA survey of the Land (collectively, the “Initial Title and Survey Matters”). If Purchaser specifies any objectionable matters (“Objected Title Matters”) in the Original Title Objection Notice, Seller agrees to notify Purchaser in writing (“Seller’s Initial Notice”) no later than three (3) Business Days prior to the Contingency Approval Date as to whether Seller will attempt to cure such defect(s) prior to the Closing. If Seller’s Initial Notice states that Seller refuses to cure such defect(s) (“Seller Refused Objected Title Matters”) prior to the Closing, Purchaser shall either (i) take title to the Property “as is” with respect to the matters set forth in the Original Title Objection Notice, which shall be evidenced by the Purchaser’s approval of the Due Diligence Period to approve or disapprove of Investigations in the Inspections, Purchaser’s Due Diligence ItemsContingency Approval Notice, or (ii) in the event that Purchaser’s Due Diligence Contingency Approval Notice informs Seller that the Due Diligence Investigations are not approved by Purchaser, this Agreement shall terminate as set forth in Section 5.1(b). Purchaser unconditionally waives any right to object to the Initial Title and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior Survey Matters known to exist at the expiration of the Due Diligence PeriodPeriod not objected to in the Original Title Objection Notice (other than Objected Title Matters) and any Seller Refused Objected Title Matters (which matters, to terminate collectively with the Permitted Exceptions noted in this Agreement for any reason or no reason. Buyer Agreement, shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon thereafter be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice DatePermitted Exceptions”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contracts.

Approval. 5.2.1 6.1 Buyer shall have until the conclusion of date which is thirty (30) days from the Due Diligence Period Effective Date (the “Inspection Period”) to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretionInspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, . Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shallexcept as provided in Paragraph 5. 6.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (“Buyer’s Reports”); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitations, any warranty or representation as to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, useaccuracy, operation, occupancy, maintenance, repair adequacy or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that completeness thereof or otherwise. Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsrestrictions.

Approval. 5.2.1 Buyer shall have until 5:00 p.m. Pacific Time on July 3, 2003 (the conclusion “Contingency Date") to review and approve (a) the PTR and all supplements thereto delivered to Buyer prior to the Contingency Date, and all exceptions to title referred to therein, (b) all additional matters, if any, affecting title to the Property disclosed by Seller to Buyer in writing within thirty (30) days after the date (“Execution Date") of full execution and delivery of this Agreement, including, without limitation, the Unrecorded Title Documents (defined in Section 4.1.1), if any, and (c) all matters which would be disclosed by an ALTA survey of the Due Diligence Period Land prepared in accordance with the 1992 Minimum Detail Requirements for ALTA/ACSM Land Title Surveys (“ALTA/ACSM Requirements") (collectively, “Title and Survey Matters"). Unless Buyer gives written notice to approve the Escrow Holder and Seller (“Title Approval Notice") that it approves all (or disapprove subject to the provisions of the Inspections, Due Diligence Items, and the economic feasibility immediately following sentence) of the PropertyTitle and Survey Matters on or before the Contingency Date, it being acknowledged that Buyer shall be permitteddeemed to have disapproved all of the Title and Survey matters. In the event Buyer desires to approve some, but not all, of the Title and Survey Matters, Buyer shall describe in reasonable detail all Title and Survey Matters so disapproved (“Disapproved Exceptions") in the Title Approval Notice delivered on or before the Contingency Date; all Title and Survey Matters not so disapproved in reasonable detail in such Title Approval Notice shall automatically be deemed approved by Buyer. Seller shall provide to Buyer, at Seller’s sole cost and expense and prior to the expiration Contingency Date, any ALTA survey required for issuance of the Due Diligence PeriodOwner’s Title Policy (defined below). In the event that Buyer desires any endorsements to the Owner’s Title Policy, Buyer shall specify the same in Buyer’s Title Approval Notice and except where the Title Company shall have irrevocably committed in writing to issue the same prior to the Contingency Date, Seller may treat any such request as a Disapproved Exception. If Buyer disapproves of one or more of the Title and Survey Matters, Seller shall have a ten (10) day period after its receipt of Buyer’s Title Approval Notice within which to notify Buyer in writing (which writing shall describe the response selected) of its intention to attempt to remove prior to the Close of Escrow the Disapproved Exceptions (or portions thereof) as exceptions to title or to obtain endorsements to the Owner’s Title Policy acceptable to Buyer with respect to the Disapproved Exceptions (Seller having the right but not the obligation to do so). If for any reason, within such ten (10) day period, Seller does not provide Buyer with such notice, Seller shall be deemed to have elected to not remove (or obtain such endorsements for) such Disapproved Exceptions. If Seller does not agree, or is deemed not to have agreed, to so attempt to remove (and not obtain such endorsements for) any Disapproved Exceptions, then Buyer shall have the right either to waive such Disapproved Exceptions or to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration by delivery of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within five (5) days after the Due Diligence Period approving expiration of such ten (10) day period (“Waiver Notice"). Buyer’s due diligence in failure to deliver to Seller and Escrow Holder the Waiver Notice within such five (5) day period shall be conclusively deemed Buyer’s sole election to terminate this Agreement. In the event Buyer so terminates this Agreement, the obligations of Seller to sell, and absolute discretionBuyer to buy, the Property as provided herein, and each of the parties’ obligations under this Agreement, except for those obligations hereunder which specifically survive such a termination, shall terminate. Seller and Buyer shall have no further obligation in connection herewith. Upon termination of this Agreement shall thereupon be automatically terminatedby Buyer pursuant to this Section 3.1, each of Buyer shall not be entitled to purchase the Property, and Seller shall not pay one-half (1/2) of all of Escrow Holder’s and Title Company’s cancellation fees, the Deposit and any Deposit interest then held by Escrow Holder, if any, shall be obligated to sell the Property returned to Buyer, and the Parties all Due Diligence Materials (defined below) shall be relieved of any further obligation promptly delivered by Buyer to each other with respect to the Property. Upon terminationSeller, Escrow Holder and Buyer shall, without any further action required from any Party, return all documents and funds, including the Deposit, representation or warranty as to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On accuracy or before the Closing Date (the “Contract Notice Date”)completeness thereof, Buyer may promptly deliver a written notice to Seller (the “Contracts Notice”) identifying those service contractsall surveys, vending machineappraisals, telecommunications investigative reports and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements written materials developed by (or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment benefit of) Buyer (“Buyer Prepared Due Diligence Materials") in connection with its due diligence review as set forth in Section 4 of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsthis Agreement.

Approval. 5.2.1 5.1.1. Buyer shall have until the conclusion thirty (30) business days following mutual execution of the Due Diligence Period Purchase and Sale Agreement ("Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretionInspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, . Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties parties shall be relieved of any further obligation to each other with respect to the Property, except as expressly provided in Paragraph 5. 5.1.2. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, Notwithstanding anything to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”)contrary contained herein, Buyer may deliver a written notice hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller (all Due Diligence Items which have been delivered by Seller to Buyer in connection with the “Contracts Notice”) identifying those service contractsInspections, vending machinealong with copies of all reports, telecommunications drawings, plans, studies, summaries, surveys, maps and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related data prepared by third parties relating to the constructionProperty, ownership, use, operation, occupancy, maintenance, repair subject to restrictions on Buyer's ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or development of the Property materials (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that "Buyer's Reports"). Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. 5.1.3. Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or penaltieswarranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. If Seller advises Buyer fails to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 6.1 Provided that Buyer delivers the First Approval Notice, Buyer shall have until the conclusion of date which is twenty (20) business days after the Due Diligence Period Effective Date (“Inspection Period”) to approve or disapprove the Inspections. If Buyer wishes to proceed with its acquisition of the Inspections, Due Diligence Items, and Property at the economic feasibility expiration of the PropertyInspection Period, it being acknowledged Buyer shall to deliver to Seller and Escrow Holder by 5:00 p.m. on the last day of the Inspection Period a written notice confirming that Buyer wishes to proceed (“Second Approval Notice”). If Buyer shall be permitted, fail to deliver a Second Approval Notice to Seller and Escrow Holder prior to the expiration of the Due Diligence Inspection Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration condition of the Due Diligence Period, to notify Seller in writing of its intention to proceed (Property shall be deemed disapproved and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated. In such event, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, the Initial Deposit and all interest thereon shall be released to Seller, Buyer shall not submit the Additional Deposit, and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shallexcept as provided in Paragraph 5. 6.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all final reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (“Buyer’s Reports”); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitations, any warranty or representation as to the Party who deposited same and ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer shall cooperate with Seller at no further duties shall be required expense to Buyer in order to obtain a waiver of Escrow Holderany such restrictions. 5.2.2 6.3 On or before the Closing Date (end of the “Contract Notice Date”)Inspection Period, Buyer may deliver will designate in a written notice to Seller (which Contracts Buyer will assume and which Contracts must be terminated by Seller at Closing. Taking into account any credits or prorations to be made pursuant to this Agreement for payments coming due after Closing but accruing prior to Closing, Buyer will assume the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications obligations arising from and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of after the Closing Date under those Contracts which Buyer has designated will not be terminated. At Buyer’s expense (such designated Service Contracts if any), Seller shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service terminate at Closing all Contracts that are Buyer does not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails elect to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsassume as set forth herein.

Approval. 5.2.1 Buyer shall have until 5.2.1. On or before the conclusion date of the Due Diligence Period to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returnedright, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, to terminate this Agreement shall thereupon be automatically terminatedfor any reason whatsoever by delivering to Seller written notice of its decision to terminate this Agreement. If Buyer elects to terminate this Agreement, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, then Escrow Holder shallHolder, without any further action required from any Partyparty, shall return all documents and funds, including the Deposit, to the Party who deposited party so depositing same and no neither party shall have any further duties liability to the other hereunder, except Buyer’s indemnification obligations provided in Section 5.1 and Buyer’s obligations in Section 5.2.2, and Buyer shall not be entitled to purchase the Property and Seller shall not be obligated to sell the Property to Buyer. If Buyer does not terminate this Agreement as aforesaid, then the Deposit shall become nonrefundable except as otherwise provided in this Agreement. 5.2.2. Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with Buyer’s inspection of the Property within one (1) business day following the termination of this Agreement, and Buyer shall not, directly or indirectly, disclose to any person or party or use in any manner any information of Seller acquired by Buyer with respect to Seller or the Property, except as may be required by law. This subsection shall survive the termination of Escrow Holderthis Agreement. 5.2.2 5.2.3. On or before the Closing Date (expiration of the “Contract Notice Date”)Due Diligence Period, the Buyer may deliver a written notice to the Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related specifying which Terminable Contracts (defined below) Buyer requires Seller terminate prior to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, the Buyer. For the purposes of this Agreement, “Terminable Contracts”, shall refer only to those Contracts listed on Exhibit D which are not marked as “Buyer must assume”. To the extent that any such Terminated Contracts require Contract requires payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If the Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Dateof the Due Diligence Period, all Service Contracts there shall be no Terminated ContractsContracts and the Buyer shall assume all Contracts set forth on Exhibit D at the Closing. For the avoidance of doubt, at Closing, Buyer must assume those Contract which are marked, “Buyer must Assume.” Notwithstanding anything to the contrary set forth in this section, prior to the Closing Date the Seller shall terminate any and all management contracts pertaining to the Property.

Approval. 5.2.1 Buyer shall have until the conclusion of the Due Diligence Period to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or 6 terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contracts.

Approval. 5.2.1 5.1.1. Buyer shall have until ten (10) days after the conclusion receipt of all of the Due Diligence Period items referenced in the attached Exhibit B, the due diligence list ("Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, and . If (i) the economic feasibility of the Property, it being acknowledged that Buyer shall be permitteddisapprove the Inspections within the Inspection Period, or (2) the Buyer fails to inform seller and escrow holder of its approval prior to the expiration end of the Due Diligence Period, to terminate this Agreement for any reason or no reasoninspection period. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this This Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 5.1.2. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, Notwithstanding anything to the Party who deposited same contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and no further duties shall be required at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of Escrow Holder. 5.2.2 On all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, (a) subject to restrictions on Buyer's ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or before the Closing Date materials (the “Contract Notice Date”"Buyer's Reports"), and (b) against payment by Seller of 50% of Buyer's costs in obtaining the Buyer's Reports. Buyer may deliver a written notice to shall cooperate with Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. Buyer makes no representation as to the accuracy or penaltiescompleteness of any of the Buyer's Reports. 5.1.3. If Notwithstanding any contrary provision of this Agreement, Buyer fails acknowledges that Seller is not representing or warranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. Seller advises Buyer to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 5.2.1. Buyer shall have until the conclusion of the Due Diligence Period (as the same may be extended in accordance with the terms of Section 5.1 above) to approve or disapprove of the Inspections, Due Diligence Items, Inspections and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reasonItems enumerated in Section 4. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, the condition of the Real Property this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Real Property, Seller shall not be obligated to sell the Real Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Real Property. Upon termination, Escrow Holder shall, without any further action required from any Partyparty, return all documents and funds, including the Deposit, to the Party parties who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On 5.2.2. Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with Buyer’s inspection of the Real Property within one (1) business day following the termination of this Agreement. 5.2.3. In the event the Buyer does not elect to have Nath Management, Inc., an affiliate of Seller, to continue to manage the Real Property pursuant to the Management Agreement (defined in Section 7.3.5 below), on or before the Closing Date (expiration of the “Contract Notice Date”)Due Diligence Period, the Buyer may deliver a written notice to the Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related specifying any Contracts with respect to the construction, ownership, use, operation, occupancy, maintenance, repair or development which Buyer requires Seller deliver notices of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of termination at the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, the Buyer. To the extent that any such Terminated Contracts require Contract requires payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If the Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Dateof the Due Diligence Period, all Service Contracts there shall be no Terminated ContractsContracts and the Buyer shall assume all Contracts set forth on Exhibit D at the Closing Date.

Approval. 5.2.1 Buyer Tenant shall have until the conclusion not assign, sublease, mortgage, pledge or otherwise transfer this Lease, in whole or in part, nor sublet or permit occupancy by any party other than Tenant of all or any part of the Due Diligence Period to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, Premises without Landlord’s prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer consent which shall not be entitled to purchase unreasonably withheld, conditioned or delayed. If Tenant is a corporation, limited liability company or a partnership, the Propertytransfer of fifty percent (50%) or more of the beneficial ownership interest of the corporate stock, Seller membership interests or partnership interests of Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required; provided that if Tenant is a publicly-traded entity, a transfer of stock shall not be obligated to sell the Property to Buyer, and the Parties shall be relieved considered a violation of any further obligation to each other with respect to the Propertythis sentence. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer This Lease may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned toby operation of law. Any purported assignment or subletting contrary to the provisions hereof shall be void. Notwithstanding that Landlord shall have no legal obligation to do so, if L▇▇▇▇▇▇▇ should decide in the future to permit an assignment or subletting, such consent by Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. Under no circumstances shall this lease be assigned, sublet, or assumed byassumed, Buyerin whole or in part, unless Landlord receives adequate assurance of future performance of all the terms and conditions of the Lease. To Such adequate assurance shall include adequate assurance: (a) of the extent source of Rent due under the Lease; (b) that the assignment, subletting, or assumption of the Lease shall not cause any Terminated Contracts require payment breach in any respect of a penalty any provision in any other lease, financing agreement, or premium for cancellationmaster agreement relating to the Building or Property; and (c) that the assignment, subletting, or assumption shall not disrupt in any respect any tenant mix or balance in the applicable Seller Building or on the Premises. Tenant shall be solely responsible pay promptly upon billing any and all attorneys’ fees and other costs reasonably incurred by Landlord for the payment review or preparation of any such cancellation fees documents in connection with a proposed assignment or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractssublease.

Approval. 5.2.1 5.1.1. Buyer shall have until ten (10) days after the conclusion receipt of all of the Due Diligence Period items referenced in the attached Exhibit B, the due diligence list ("Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, and . If (1) the economic feasibility of the Property, it being acknowledged that Buyer shall be permitteddisapprove the Inspections within the Inspection Period, or (2) the Buyer fails to inform seller and escrow holder of its approval prior to the expiration end of the Due Diligence Periodinspection period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 5.1.2. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, Notwithstanding anything to the Party who deposited same contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and no further duties shall be required at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of Escrow Holder. 5.2.2 On all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, (a) subject to restrictions on Buyer's ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or before the Closing Date materials (the “Contract Notice Date”"Buyer's Reports"), and (b) against payment by Seller of 50% of Buyer's costs in obtaining the Buyer's Reports. Buyer may deliver a written notice to shall cooperate with Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. Buyer makes no representation as to the accuracy or penaltiescompleteness of any of the Buyer's Reports. 5.1.3. If Notwithstanding any contrary provision of this Agreement, Buyer fails acknowledges that Seller is not representing or warranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. Seller advises Buyer to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 6.1 Buyer shall have until the conclusion of the Due Diligence Period May 11, 2007 (“Inspection Period”) to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretionInspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, . Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shallexcept as provided in Section 5. 6.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (“Buyer’s Reports”); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitations, any warranty or representation as to the Party who deposited same and ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer shall cooperate with Seller at no further duties shall be required expense to Buyer in order to obtain a waiver of Escrow Holderany such restrictions. 5.2.2 6.3 On or before the Closing Date (end of the “Contract Notice Date”)Inspection Period, Buyer may deliver will designate in a written notice to Seller (which Contracts Buyer will assume and which Contracts must be terminated by Seller at Closing, in accordance with Section 1.4 herein. Taking into account any credits or prorations to be made pursuant to this Agreement for payments coming due after Closing but accruing prior to Closing, Buyer will assume the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications obligations arising from and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of after the Closing Date (such under those Contracts which Buyer has designated Service Contracts will not be terminated. Seller shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service terminate all Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall to be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned toassumed, or assumed by, following Seller’s receipt of Buyer. To the extent that any Terminated Contracts require payment ’s notice and effective as of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsClosing.

Approval. 5.2.1 6.1 Buyer shall have until fifteen (15) days from the conclusion of the Due Diligence Period Effective Date ("Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Inspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement and the Escrow shall thereupon be automatically terminated, . Buyer shall thereafter not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shallexcept as provided in Paragraph 5. 6.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer's ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials ("Buyer's Reports"); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitations, any warranty or representation as to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, useaccuracy, operation, occupancy, maintenance, repair adequacy or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that completeness thereof or otherwise. Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsrestrictions.

Approval. 5.2.1 5.1.1. Buyer shall have until from the conclusion of Effective Date through and including July 1, 2005 (the Due Diligence Period "INSPECTION PERIOD") to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its approval of the Inspections in writing within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole Inspection Period, the condition of the Property shall be deemed disapproved, and absolute discretion, this Agreement and the Escrow shall thereupon automatically terminate, whereupon the Deposit and all interest earned thereon shall be automatically terminatedimmediately returned to Buyer, and Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Section 5 above. 5.1.2. Upon terminationNotwithstanding anything to the contrary contained herein, Escrow Holder shallBuyer hereby agrees that, in the event this Agreement is terminated for any reason, upon written request from Seller, Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer's ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (the "BUYER'S REPORTS"); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitation, any warranty or representation as to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, useaccuracy, operation, occupancy, maintenance, repair adequacy or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that completeness thereof or otherwise. Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. 5.1.3. Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or penaltieswarranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. If Seller advises Buyer fails to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 5.1.1. Buyer shall have until the conclusion of the Due Diligence Period June 13 ("Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its approval of the Inspections in writing within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretionInspection Period, the condition of the Property shall be deemed disapproved. If Buyer shall disapprove or be deemed to disapprove the Inspections within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, . Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 5.1.2. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, Notwithstanding anything to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”)contrary contained herein, Buyer may deliver a written notice hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller (all Due Diligence Items which have been delivered by Seller to Buyer in connection with the “Contracts Notice”) identifying those service contractsInspections, vending machinealong with copies of all reports, telecommunications drawings, plans, studies, summaries, surveys, maps and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements data prepared by or rights related for Buyer's right to the construction, ownership, use, operation, occupancy, maintenance, repair make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or development of the Property materials (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that "Buyer's Reports"). Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. 5.1.3. Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or penaltieswarranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. If Seller advises Buyer fails to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 5.1.1. Subject to Seller complying with its obligations under Section 4.1 above, Buyer shall have until the conclusion of the Due Diligence Period November 25, 2005 ("Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretionInspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, terminated and Buyer shall receive a full refund of its Deposit. Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 5.1.2. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, Notwithstanding anything to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”)contrary contained herein, Buyer may deliver a written notice hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller (all Due Diligence Items which have been delivered by Seller to Buyer in connection with the “Contracts Notice”) identifying those service contractsInspections, vending machinealong with copies of all reports, telecommunications drawings, plans, studies, summaries, surveys, maps and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related data prepared by third parties relating to the constructionProperty, ownership, use, operation, occupancy, maintenance, repair subject to restrictions on Buyer's ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or development of the Property materials (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that "Buyer's Reports"). Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. 5.1.3. Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or penaltieswarranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. If Seller advises Buyer fails to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 5.1.1. Buyer shall have until the conclusion thirty (30) days after receipt of the all Due Diligence Period to Items and Title Information Documents (“Inspection Period”)to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of Property. If Buyer accepts the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder of its approval of the Property in writing within the Due Diligence Inspection Period. If Buyer does not so notify the Seller of its acceptance of the Property with the Inspection Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement and the Escrow shall thereupon be automatically terminated, the Deposit shall be promptly refunded to the Buyer shall not be entitled to purchase without further requirement or written release of Deposit from the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. Upon terminationThe Seller and Buyer agree to enter into a written acknowledgement indicating the date that the Inspection Period commences after Seller confirms it has delivered the Due Diligence Items and Title Information Documents to Buyer and Buyer confirms its receipt of the same. Should Buyer determine that any Due Diligence Items or Title Information Documents have not been delivered, Escrow Holder shallit shall promptly notify the Seller and the Seller shall provide the missing items as soon as reasonably possible. For each day of delay in the delivery of all of the Due Diligence Items and Title Information Documents, without any further action required from any Party, return all documents and funds, including the Deposit, Inspection Period will be extended by the same amount of days; provided that the Inspection Period shall in no event be extended more than 7 days. 5.1.2. Notwithstanding anything to the Party who deposited same contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (“Buyer’s Reports”). Buyer shall cooperate with Seller at no further duties shall be required expense to Buyer in order to obtain a waiver of Escrow Holderany such limitations. 5.2.2 On or before the Closing Date (the “Contract Notice Date”)5.1.3. Notwithstanding any contrary provision of this Agreement, Buyer may deliver a written notice acknowledges that Seller is not representing or warranting that any of the Due Diligence Items prepared by third parties not affiliated with the Buyer are accurate or complete, such as the Survey, engineering reports and the like. Seller advises Buyer to independently verify the facts and conclusions set forth therein, provided however, Seller (warrants that it has no knowledge of any material errors or misstatements in such information regarding the “Contracts Notice”) identifying those service contractsProperty. , vending machineBuyer, telecommunications however, does warrant that Due Diligence Items that are prepared by the Buyer or Buyer’s agents, affiliates or representatives are materially accurate and other facilities leasescomplete including any and all Tenant information, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage income and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development loss statements of the Property (collectivelyor operating reports delivered in connection with the Due Diligence Items. Buyer’s warranty in this paragraph shall survive Closing. 5.1.4. In consideration for Buyer undertaking its due diligence, Seller will not market or show its interest in the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign Property, to Buyer any other person or entity and that Buyer shall assume as will not make, accept, negotiate or otherwise pursue any negotiations for the disposition of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 6.1 Buyer shall have until the conclusion of date which is thirty (30) days from the Due Diligence Period Effective Date (the "Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretionInspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, . Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shallexcept as provided in Paragraph 5. 6.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer's ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials ("Buyer's Reports"); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitations, any warranty or representation as to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, useaccuracy, operation, occupancy, maintenance, repair adequacy or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that completeness thereof or otherwise. Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsrestrictions.

Approval. 5.2.1 6.1. Buyer shall have until and including 5:00 p.m. Pacific Time on the conclusion of date that is forty-five (45) days following the Due Diligence Period Effective Date (“Inspection Period”) to review and approve or disapprove of the Inspections, Due Diligence Items, the Inspections and the economic feasibility condition of the Property. If the Due Diligence Items or the Inspections show any fact, it being acknowledged matter or condition to exist with respect to the Property that is unacceptable to Buyer, in Buyer’s sole discretion, then Buyer shall be permittedentitled, as its sole and exclusive remedy, either: (i) to terminate this Agreement by providing written notice to Seller and Escrow on or prior to the expiration of the Due Diligence PeriodInspection Period (a “Termination Notice”); or (ii) to waive such facts, to terminate matters or conditions and proceed with the transaction contemplated by this Agreement for any reason or no reasonAgreement. If Buyer shall endeavortimely provides a Termination Notice, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, ; Buyer shall not be entitled to purchase the Property, ; Seller shall not be obligated to sell the Property to Buyer, ; Buyer shall be entitled to an immediate refund of the Deposit; and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon , except as expressly provided in this Agreement (except that if Seller is in default at the time of such termination, Escrow Holder shallSection 14.1 shall additionally apply). If Buyer fails to timely provide a Termination Notice, the Due Diligence Items, Inspections and condition of the Property shall be deemed approved by Buyer, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 6.1; and the parties shall be obligated to close the transaction contemplated hereby, except as may otherwise be provided herein. 6.2. Notwithstanding anything to the contrary contained in this Agreement, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, at no expense to Buyer, Buyer shall promptly return to Seller all Due Diligence Items which have been delivered to Buyer, and, upon Seller’s written request, with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (“Buyer’s Reports”); provided, however, that delivery of such copies and information by Buyer shall be without warranty or representation whatsoever, express or implied, including, without limitation, any further action required from warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer shall cooperate with Seller at no expense to Buyer in order to obtain a waiver of any Party, return all documents and funds, including the Deposit, such restrictions. 6.3. On or prior to the Party who deposited same and no further duties shall be required expiration of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”)Inspection Period, Buyer may deliver will designate in a written notice to Seller (the “Contracts Notice”) identifying those service contractswhich Contracts, vending machineif any, telecommunications and other facilities leasesBuyer elects not to assume. At Seller’s expense, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and terminate the Contracts, if any, that Buyer shall elects not to assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment means of a penalty or premium for cancellationnotice of termination to be delivered at Closing; provided, the applicable Seller shall however, as a condition thereof, such Contracts must be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails terminable, pursuant to deliver the Contracts Notice their terms, on or before the expiration Closing. Seller shall have no obligation to terminate any Contract Notice Datethat is not terminable pursuant to the terms thereof, all Service however, Seller shall use commercially reasonable efforts to do so. Taking into account any credits or prorations to be made pursuant to this Agreement for payments coming due after Closing but accruing prior to Closing, Buyer will assume the obligations arising from and after the Closing Date under those Contracts shall be Terminated Contractswhich Buyer agrees to assume.

Approval. 5.2.1 Buyer Tenant shall have until the conclusion not assign, sublease, mortgage, pledge or otherwise transfer this Lease, in whole or in part, nor sublet or permit occupancy by any party other than Tenant of all or any part of the Due Diligence Period to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, Premises without Landlord's prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated, Buyer consent which shall not be entitled to purchase unreasonably withheld, conditioned or delayed. If Tenant is a corporation, limited liability company or a partnership, the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties shall be relieved transfer of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On fifty percent (50%) or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development more of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as beneficial ownership interest of the Closing Date (such designated Service Contracts shall be collectively referred to herein corporate stock, membership interests or partnership interests of Tenant, as the “Assigned Contracts”)case may be, shall constitute an assignment hereunder for which such consent is required. All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall This Lease may not be assigned toby operation of law. Any purported assignment or subletting contrary to the provisions hereof shall be void. Notwithstanding that Landlord shall have no legal obligation to do so, if Landlord should decide in the future to permit an assignment or subletting, such consent by Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. Under no circumstances shall this lease be assigned, sublet, or assumed byassumed, Buyerin whole or in part, unless Landlord receives adequate assurance of future performance of all the terms and conditions of the Lease. To Such adequate assurance shall include adequate assurance: (a) of the extent source of Rent due under the Lease; (b) that the assignment, subletting, or assumption of the Lease shall not cause any Terminated Contracts require payment breach in any respect of a penalty any provision in any other lease, financing agreement, or premium for cancellationmaster agreement relating to the Building or Property; and (c) that the assignment, subletting, or assumption shall not disrupt in any respect any tenant mix or balance in the applicable Seller Building or on the Premises. Tenant shall be solely responsible pay promptly upon billing any and all attorneys' fees and other costs reasonably incurred by Landlord for the payment review or preparation of any documents in connection with a proposed assignment or sublease. The provisions of this Section 14.01 to the contrary notwithstanding, Tenant shall have the right, without Landlord's consent, but with written notice of such cancellation fees event, to enter into an assignment or penaltiessublease with: (i) a parent corporation or entity; (ii) any subsidiary corporation or entity of Tenant or of Tenant's parent corporation or entity; (iii) an affiliated entity in which tenant or its parent corporation or entity, or the subsidiaries of either of them, holds a majority of the outstanding shares or ownership interestl or (iv) a purchaser or transferee of all or substantially all of Tenant's stock, assets and business operations, or a portion of Tenant's stock, assets or operations (each and any of the foregoing being referred to as a "Permitted Transfer"). If Buyer fails Tenant assigns the Lease or sublets the Premises pursuant to a Permitted Transfer, Tenant shall promptly following the effective date thereof deliver written notice of such transfer to Landlord, which in the Contracts Notice on or before case of an assignment shall include documentation evidencing the expiration Contract Notice Dateassignee's assumption of Tenant's obligations under this Lease and, all Service Contracts shall be Terminated Contractsin the case of subletting, a copy of the sublease.

Approval. 5.2.1 5.1.1. Buyer shall have until the conclusion of the Due Diligence Period 5:00 PM Los Angeles, CA time on July 19, 2005 ("Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Period approving Buyer’s due diligence Inspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove in Buyer’s sole and absolute discretionwriting the Inspections within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, . Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, and Buyer shall return all Due Diligence Items to Seller, the Parties Refundable Deposit shall be relieved paid to Buyer, the Nonrefundable Deposit shall be retained by Seller and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder, except as otherwise expressly provided herein. 5.1.2. Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of any further obligation to each all reports, drawings, plans, studies, summaries, surveys, maps and other with respect data prepared by third parties relating to the Property. Upon termination, Escrow Holder shall, without subject to restrictions on Buyer's ability to make any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that "Buyer's Reports"). Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. 5.1.3. Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or penaltieswarranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. If Seller advises Buyer fails to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 5.1.1 Buyer shall have until thirty (30) days after the conclusion of the Due Diligence Period Effective Date (“Inspection Period”) to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Period approving Inspection Period, Buyer shall be deemed to have elected to consummate the transaction contemplated by this Agreement subject to the provisions of this Agreement including, without limitation, the satisfaction of all of Buyer’s due diligence in Buyer’s sole and absolute discretionconditions precedent to the Close of Escrow. If Buyer shall disapprove the Inspections within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, the Deposit shall be refunded to Buyer, Buyer shall not be entitled obligated to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shallexcept as provided in Paragraph 5. 5.1.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, without any further action required from representations or warranties and subject to restrictions on Buyer’s ability to make any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned ContractsBuyer’s Reports”). All Assigned Contracts Buyer shall be listed on cooperate with Seller at no expense to Buyer in order to obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. 5.1.3 Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or penaltieswarranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. If Seller advises Buyer fails to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts Property. The definition of Seller’s knowledge in the preceding sentence shall be Terminated Contractsthe definition used at the end of Paragraph 7.1 to define Seller’s knowledge.

Approval. 5.2.1 5.1.1 Buyer shall have until the conclusion date which is forty five (45) days after the later of (a) the full execution of this Agreement by the parties and (b) the delivery of the Due Diligence Period Materials to Buyer ("Inspection Period") to approve or disapprove of the Inspections, Inspections and Due Diligence Items, and the economic feasibility of the Property, it being acknowledged Items (excluding any estoppel certificates not approved by Buyer). If Buyer believed that Buyer shall be permitted, prior to the expiration of the Due Diligence PeriodItems are not all delivered within three business days following the Opening of Escrow, to terminate this Agreement for any reason or no reason. as provided in Section 4.1, Buyer shall endeavor, prior to must provide the expiration Seller with a written list of the Due Diligence PeriodItems not delivered, to notify Seller in writing no later than 6 six days after the Opening of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Escrow. If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its approval of the Inspections and Due Diligence Items in writing within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretionInspection Period, the condition of the Property shall be deemed disapproved. If Buyer shall disapprove or be deemed to disapprove the Inspections within the Inspection Period, this Agreement and the Escrow shall thereupon be automatically terminated, terminated and the Deposit returned to Buyer. Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, except as provided in Paragraph 5. 5.1.2 Notwithstanding anything to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”)contrary contained herein, Buyer may deliver a written notice hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller (all Due Diligence Items which have been delivered by Seller to Buyer in connection with the “Contracts Notice”) identifying those service contractsInspections, vending machinealong with copies of all reports, telecommunications drawings, plans, studies, summaries, surveys, maps and other facilities leasesdata prepared by Buyer's third party consultants, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements subject to any agreement with a third party consultant preparing any such reports or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property materials (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that "Buyer's Reports"). Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees limitations. 5.1.3 Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or penaltieswarranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such as the Survey, engineering reports and the like. If Seller advises Buyer fails to deliver independently verify the Contracts Notice on facts and conclusions set forth therein, provided however, Seller warrants that it has no knowledge of any material errors or before misstatements in such information regarding the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 6.1 Buyer shall have until the conclusion of the Due Diligence Period 5:00 p.m., Pacific time, on September 15, 2006 (“Inspection Period”) to approve or disapprove the Inspections. If Buyer wishes to proceed with its acquisition of the Inspections, Due Diligence Items, and Property at the economic feasibility expiration of the PropertyInspection Period, it being acknowledged Buyer shall to deliver to Seller and Escrow Holder by 5:00 p.m. on the last day of the Inspection Period a written notice confirming that Buyer wishes to proceed (“Approval Notice”). If Buyer shall be permitted, fail to deliver an Approval Notice to Seller and Escrow Holder prior to the expiration of the Due Diligence Inspection Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration condition of the Due Diligence Period, to notify Seller in writing of its intention to proceed (Property shall be deemed disapproved and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, this Agreement shall thereupon be automatically terminated. In such event, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer shall not submit the Additional Deposit, the Nonrefundable Portion shall be paid to Seller, and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shallexcept as provided in Section 5. 6.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all final reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (“Buyer’s Reports”); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitations, any warranty or representation as to the Party who deposited same and ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer shall cooperate with Seller at no further duties shall be required expense to Buyer in order to obtain a waiver of Escrow Holderany such restrictions. 5.2.2 6.3 On or before the Closing Date (end of the “Contract Notice Date”)Inspection Period, Buyer may deliver will designate in a written notice to Seller (which Contracts Buyer will assume and which Contracts must be terminated by Seller at Closing. Taking into account any credits or prorations to be made pursuant to this Agreement for payments coming due after Closing but accruing prior to Closing, Buyer will assume the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications obligations arising from and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of after the Closing Date under those Contracts which Buyer has designated will not be terminated. At Buyer’s expense (such designated Service Contracts if any), Seller shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service terminate at Closing all Contracts that are Buyer does not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails elect to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsassume as set forth herein.

Approval. 5.2.1 6.1 Buyer shall have until the conclusion date of the Due Diligence Period this Agreement (“Inspection Period”) to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to Seller notify Parent and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Inspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period approving Buyer’s due diligence and shall terminate this Agreement as provided in Buyer’s sole and absolute discretionSection 5.3, this Agreement and the Escrow shall thereupon be automatically terminatedterminated and effective on such termination the Deposit shall be paid to Parent, Buyer shall not be entitled to consummate the Merger or otherwise purchase the Property, Seller Parent shall not be obligated to consummate the Merger or otherwise sell the Property to Buyer, and the Parties parties hereto shall be relieved of any further obligation to each other with respect to the Merger or the Property. Upon termination, Escrow Holder shallexcept as provided in Paragraph 5. 6.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Parent all Due Diligence Items which have been delivered by Parent or its affiliates to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Parent that are imposed in any agreement with a third party consultant preparing any such reports or materials (“Buyer’s Reports”); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitations, any warranty or representation as to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, useaccuracy, operation, occupancy, maintenance, repair adequacy or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller completeness thereof or otherwise. Buyer shall assign cooperate with Parent at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsrestrictions.

Approval. 5.2.1 Buyer shall have until the conclusion of the Due Diligence Period to approve or disapprove of the Inspections, Due Diligence Items, Inspections and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior Items enumerated in Section 4 with respect to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Property. If Buyer shall fail to deliver a written notice to Seller and Escrow Holder within the Due Diligence Period approving Buyer’s due diligence in Buyer’s sole and absolute discretion, the condition of the Property this Agreement shall thereupon be automatically terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, and the Parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with Buyer’s inspection of the Real Property within one (1) business day following the termination of this Agreement. Buyer shall retain no copies of any such items and shall use commercially reasonable efforts to return all copies of Due Diligence Items which Buyer has delivered to third parties in accordance with this Agreement. 5.2.3 On or before the Closing Date (expiration of the “Contract Notice Date”)Due Diligence Period, Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of for the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller or otherwise satisfied by Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Dateof the Due Diligence Period, there shall be no Terminated Contracts and Buyer shall assume all of the Service Contracts shall be Terminated Contractslisted on Schedule 5.2.3 on the Closing Date.

Approval. 5.2.1 1.1.1 Buyer shall have until forty five (45) days after Opening of Escrow (the conclusion of the Due Diligence Period "Inspection Period") to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reasonInspections in Buyer's sole discretion. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Period approving Inspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period, (i) the Deposit shall be promptly returned to Buyer’s due diligence in Buyer’s sole and absolute discretion, ; (ii) this Agreement and Escrow shall thereupon be automatically terminated, ; (iii) Buyer shall not be entitled to purchase the Property, ; (iv) Seller shall not be obligated to sell the Property to Buyer, ; and (v) the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, except as provided in Paragraph 5. 1.1.2 Notwithstanding anything to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”)contrary contained herein, Buyer may deliver a written notice hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller (all of the “Contracts Notice”) identifying those service contractsDue Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, vending machineand copies of all reports, telecommunications drawings, plans, studies, summaries, surveys, maps and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related data prepared by third parties relating to the constructionProperty, ownership, use, operation, occupancy, maintenance, repair subject to restrictions on Buyer's ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or development of the Property materials (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that "Buyer's Reports"). Buyer shall cooperate with Seller shall assign at no expense to Buyer and in order to obtain a waiver of any such limitations. Notwithstanding any contrary provision of this Agreement, Seller acknowledges that Buyer shall assume as not be representing or warranting that any of the Closing Date (materials prepared by third parties are, or shall be, accurate or complete. Buyer advises Seller to independently verify the facts and conclusions set forth therein. 1.1.3 Notwithstanding any contrary provision of this Agreement, Buyer acknowledges that Seller is not representing or warranting that any of the Due Diligence Items prepared by third parties are accurate or complete, such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”)Existing Survey, engineering reports and the like. All Assigned Contracts shall be listed on a Schedule Seller advises Buyer to independently verify the “Assignment Agreement” (as hereinafter defined). All Service Contracts facts and conclusions set forth therein; provided, however, that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent warrants that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment has no knowledge of any material errors or misstatements in such cancellation fees or penalties. If Buyer fails to deliver information regarding the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated ContractsProperty.

Approval. 5.2.1 Buyer shall have until 5:00 p.m. Pacific Time on September 22, 2005, (the conclusion "TITLE CONTINGENCY DATE") to review and approve (a) the Lawyers Title Commitment and the Commonwealth Title Commitment and all supplements thereto delivered to Buyer prior to the Title Contingency Date, and all exceptions to title referred to therein, (b) all additional matters, if any, affecting title to the Property disclosed by Seller to Buyer in writing, and (c) all matters which would be disclosed by an ALTA survey of the Due Diligence Period Property prepared in accordance with the 1992 Minimum Detail Requirements for ALTA/ACSM Land Title Surveys (collectively, "TITLE AND SURVEY MATTERS"). Buyer may, at its option and sole cost and expense, obtain a survey of the Property; provided, however, that obtaining such survey shall not be a condition precedent to Buyer's obligations hereunder. In the event that Buyer obtains a survey, it shall promptly provide Seller with a copy of such survey. Unless Buyer gives written notice to the Escrow Holder and Seller ("TITLE APPROVAL NOTICE") that it disapproves all or some (or subject to the provisions of the immediately following sentence) of the Title and Survey Matters on or before the Title Contingency Date, Buyer shall be deemed to have approved all of the Title and Survey Matters. In the event Buyer desires to approve or disapprove some, but not all, of the InspectionsTitle and Survey Matters, Due Diligence ItemsBuyer shall describe in reasonable detail all Title and Survey Matters so disapproved ("DISAPPROVED EXCEPTIONS") in the Title Approval Notice delivered on or before the Title Contingency Date; all Title and Survey Matters not so disapproved in reasonable detail in such Title Approval Notice shall automatically be deemed approved by Buyer. In the event that Buyer desires any endorsements to the Owner's Title Policy (defined below), Buyer shall separately negotiate such endorsements with the Title Company and notwithstanding anything else to the contrary herein, Buyer's obligations under this Agreement shall not be conditioned or contingent on Buyer obtaining the issuance of any such endorsements, and the economic feasibility Closing shall not be delayed for Buyer's failure to obtain the issuance of any such endorsements. (a) If Buyer disapproves of one or more of the PropertyTitle and Survey Matters, it being acknowledged that Seller shall have a ten (10) day period after its receipt of Buyer's Title Approval Notice within which to notify Buyer in writing (which writing shall be permitted, describe the response selected) of its intention to attempt to remove prior to the expiration of Closing the Due Diligence PeriodDisapproved Exceptions (or portions thereof) as exceptions to title or to obtain endorsements to the Owner's Title Policy acceptable to Buyer with respect to the Disapproved Exceptions (Seller having the right but not the obligation to do so). If for any reason, within such ten (10) day period, Seller does not provide Buyer with such notice, Seller shall be deemed to have elected to not remove (or obtain such endorsements for) such Disapproved Exceptions. If Seller does not agree, or is deemed not to have agreed, to so attempt to remove any Disapproved Exceptions, then Buyer shall have the right, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration by delivery of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if Buyer shall fail to deliver a written notice to Seller and Escrow Holder within five (5) days after the expiration of such ten (10) day period ("TITLE TERMINATION Notice"). Buyer's failure to deliver to Seller and Escrow Holder the Title Termination Notice on or before the Due Diligence/Feasibility Date shall be conclusively deemed Buyer's approval of all Title and Survey Matters except for those Disapproved Exceptions which Seller has committed in writing to remove. In the event Buyer so terminates this Agreement, the obligations of Seller to sell, and Buyer to buy, the Property as provided herein, and each of the parties' obligations under this Agreement, except for those obligations hereunder which specifically survive such a termination, shall terminate, Buyer shall receive a full refund of the Deposit less the Nonrefundable Consideration (the "REFUNDABLE PORTION OF THE DEPOSIT"), including all accrued interest, and Seller and Buyer shall have no further obligation in connection herewith. (b) Upon a termination of this Agreement by Buyer pursuant to this Section 3.1, Buyer shall deliver all Due Diligence Period approving Buyer’s Materials (defined below) shall be promptly delivered by Buyer to Seller, and Buyer shall promptly deliver to Seller all entitlement materials, applicants and agreements, all surveys, appraisals, investigative reports and other written materials developed by (or for the benefit of) Buyer in connection with its due diligence review as set forth in Buyer’s sole and absolute discretion, Section 4 of this Agreement shall thereupon be automatically terminatedand application for entitlements as described in Section 4.5 of this Agreement ("BUYER PREPARED DUE DILIGENCE AND ENTITLEMENT MATERIALS"). Notwithstanding the foregoing, Buyer shall not be entitled required to purchase the Property, deliver to Seller shall not be obligated to sell any internal memoranda or projections for the Property to Buyer, and the Parties shall be relieved of nor any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shall, without any further action required from any Party, return all documents and funds, including the Deposit, to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, use, operation, occupancy, maintenance, repair or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that Seller shall assign to between Buyer and attorneys. Seller acknowledges that Buyer does not represent nor warrant any information found in the Buyer Prepared Due Diligence and Entitlement Materials delivered to Seller. The terms of this section shall assume as of survive the Closing Date (such designated Service Contracts shall be collectively referred to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractstermination and/or Closing.

Approval. 5.2.1 6.1 Buyer shall have until the conclusion of the Due Diligence Period January 8, 2009 (“Inspection Period”) to approve or disapprove of the Inspections, Due Diligence Items, and the economic feasibility of the Property, it being acknowledged that Buyer shall be permitted, prior to the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason. Buyer shall endeavor, prior to the expiration of the Due Diligence Period, to notify Seller in writing of its intention to proceed (and waive its termination right relating to due diligence approval) or terminate this Agreement and have the Deposit returned, provided, however, that if If Buyer shall fail to deliver a written notice to notify Seller and Escrow Holder of its disapproval of the Inspections in writing within the Due Diligence Inspection Period, the condition of the Property shall be deemed approved. If Buyer shall disapprove the Inspections within the Inspection Period approving Buyer’s due diligence and shall terminate this Agreement as provided in Buyer’s sole and absolute discretionSection 5.3, this Agreement and the Escrow shall thereupon be automatically terminated, terminated and effective on such termination the Deposit shall be paid to Seller. Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer, Buyer and the Parties parties shall be relieved of any further obligation to each other with respect to the Property. Upon termination, Escrow Holder shallexcept as provided in Paragraph 5. 6.2 Notwithstanding anything to the contrary contained herein, Buyer hereby agrees that, in the event this Agreement is terminated for any reason, then Buyer shall promptly and at its sole expense return to Seller all Due Diligence Items which have been delivered by Seller to Buyer in connection with the Inspections, along with copies of all reports, drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties relating to the Property, subject to restrictions on Buyer’s ability to make any such materials available to Seller that are imposed in any agreement with a third party consultant preparing any such reports or materials (“Buyer’s Reports”); provided, however, that delivery of such copies and information by Buyer shall be without any further action required from any Partywarranty or representation whatsoever, return all documents and fundsexpress or implied, including the Depositwithout limitations, any warranty or representation as to the Party who deposited same and no further duties shall be required of Escrow Holder. 5.2.2 On or before the Closing Date (the “Contract Notice Date”), Buyer may deliver a written notice to Seller (the “Contracts Notice”) identifying those service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements or rights related to the construction, ownership, useaccuracy, operation, occupancy, maintenance, repair adequacy or development of the Property (collectively, the “Service Contracts”) listed on Schedule 5.2.2 that completeness thereof or otherwise. Buyer shall cooperate with Seller shall assign at no expense to Buyer and that Buyer shall assume as of the Closing Date (such designated Service Contracts shall be collectively referred in order to herein as the “Assigned Contracts”). All Assigned Contracts shall be listed on obtain a Schedule to the “Assignment Agreement” (as hereinafter defined). All Service Contracts that are not Assigned Contracts (the “Terminated Contracts”) shall be terminated at Closing by the applicable Seller whereupon the Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any Terminated Contracts require payment of a penalty or premium for cancellation, the applicable Seller shall be solely responsible for the payment waiver of any such cancellation fees or penalties. If Buyer fails to deliver the Contracts Notice on or before the expiration Contract Notice Date, all Service Contracts shall be Terminated Contractsrestrictions.