Common use of Matters to be Submitted Clause in Contracts

Matters to be Submitted. Within five (5) business days following the Effective Date, to the extent not previously delivered by Sellers to Purchaser, Sellers shall deliver to Purchaser or make available at the offices of Sellers' property manager, Gumberg Property Investors, Inc. (the "Property Manager") the following items (collectively, the "Submission Matters"); provided, that Sellers shall not be obligated to deliver any such Submission Matter to the extent such Submission Matter is not actually in the possession or reasonable control of Sellers or the Property Manager and Sellers shall have no liability and no further obligations to Purchaser hereunder as a result of Sellers' failure to deliver any Submission Matter which is not actually in Sellers' possession or the possession of the Property Manager. Neither Sellers nor the Property Manager shall be obligated to take legal action or incur any material expense or effort in order to obtain any Submission Matters that are in the possession of third parties: (a) a copy of each Lease currently in effect and all amendments thereof, and each Lease, if any, which has been fully executed but is not yet in effect; (b) a rent roll for the Property ("Rent Roll"), including for each Tenant, (i) the Tenant's name and the name of any guarantor of such Tenant's obligations under its Lease, (ii) a description of the premises leased, (iii) the base or minimum rent payable by such Tenant, (iv) the monthly additional rent payable by such Tenant, including without limitation, percentage rent, common area maintenance charges, utilities, taxes, etc., and (v) the commencement date of such Lease, the termination date of such Lease and the number of extension options, if any, available and/or exercised by such Tenant; (c) a schedule identifying the amount of any security or other deposit made by each Tenant under its Lease; (d) annual operating statements for the Property detailing income and expenses, including capital expenses, and occupancy for the entire period of each Company's ownership of its Center (i.e. from April 2003 for Mission Bay Plaza and from September 2003 for Plaza at Delray), through April 30, 2004; (e) a balance sheet of each Company as of April 30, 2004; (f) copies of all current (if available) real estate and personal property tax bills and if such current bills are not available, copies of all such bills for the most recent period for which such bills are available, together with evidence that all taxes due and payable with respect to the Property have been paid in full to the latest payment date; (g) copies of all certificates of occupancy for the Improvements and copies of all other permits and licenses issued by any Governmental Authority with respect to the Property; (h) plans, specifications and architectural floor plans for the Improvements; (i) copies of all outstanding contracts of employment, leasing, service, management, supply or maintenance which affect any portion of the Property or its operation, or to which either Company is a party regardless of whether such contracts are assignable; (j) a schedule of all claims made with respect to any insurance policies maintained by the Companies or Sellers or their affiliates relating to the Property or the Companies. (k) copies of all tax returns filed by the Companies; (l) copies of all organizational documents relating to the Companies, including, but not limited to, operating agreements, articles of organization, articles of incorporation, bylaws, stock certificates, resolutions, minute books, shareholders' agreements, and all amendments to any of the foregoing (collectively, the "Organizational Documents"); (m) copies of all closing documents relating to the Companies' acquisition of the Property (with economic terms redacted), including, but not limited to, assignments of leases, bills of sale, and other similar documents; and (n) copies of the environmental assessments described in Exhibit N hereto (the "Environmental Assessments").

Matters to be Submitted. Within five (5) business days following the Effective Date, to the extent not previously Seller has delivered by Sellers to Purchaser, Sellers shall deliver to Purchaser or make made available at the offices of Sellers' Seller's property manager, Gumberg Property InvestorsProfessional Real Estate Services, Inc. Inc., or Seller's asset manager, Falcon Real Estate Investment Company, L.P. (such property manager and such asset manager are collectively, the "Property Manager") ), the following items (collectively, the "Submission Matters"); provided, however, that Sellers Seller shall not be obligated have no obligation to deliver to Purchaser any such Submission Matter to the extent such Submission Matter is Matters which are not actually in the possession or reasonable control of Sellers or the Property Manager and Sellers shall have no liability and no further obligations to Purchaser hereunder as a result of Sellers' failure to deliver any Submission Matter which is not actually in Sellers' Seller's possession or the possession of the Property Manager. Neither Sellers Seller nor the Property Manager shall be obligated to take legal action or incur any material expense or effort in order to obtain any Submission Matters that are in the possession of third parties: (a) a copy of each Lease currently in effect of the Leases and all amendments thereof, and each Lease, if any, which has been fully executed but is not yet in effectthe Subleases; (b) a rent roll for the Property Property, dated no later than thirty (30) days prior to the Effective Date ("Rent Roll"), including for each Tenant, (i) the Tenant's name and the name of any guarantor of such Tenant's obligations under its Lease, (ii) a description of the premises leased, (iii) the base or minimum rent payable by such Tenant, (iv) the monthly additional rent payable by such Tenant, including without limitation, percentage rent, common area maintenance charges, utilities, taxes, etc., and (v) the commencement date of such Lease, the termination date of such Lease and the number of extension options, if any, available and/or exercised by such Tenant; (c) a schedule identifying the amount of any security or other deposit made by each Tenant under its Lease; (d) annual operating statements for the Property detailing income and expenses, including capital expenses, and occupancy for calendar years 2007, 2008 and 2009 and for the entire period calendar months of each Company's ownership of its Center (i.e. from April 2003 for Mission Bay Plaza and from September 2003 for Plaza at Delray), the current year through April 30, 2004the month preceding the date hereof; (e) a balance sheet of each Company as of April 30, 2004; (fd) copies of all current (if available) real estate and personal property tax bills and if such current bills are not available, copies of all such bills for the most recent period for which such bills are available, together with evidence that all taxes due and payable with respect to the Property have been paid in full to the latest payment date; (ge) copies of all certificates of occupancy for the Improvements and copies of all other permits and licenses issued by any Governmental Authority with respect to the Property; (hf) plans, specifications and architectural floor plans for the Improvements; (ig) copies of all environmental site evaluations and any other reports and written materials relating to the presence or absence of hazardous materials or any other environmental condition at the Property (the "Environmental Reports"); (h) copies of all outstanding contracts of employment, leasing, service, management, supply or maintenance which affect any portion of the Property or its operation, or to which either Company is a party regardless of whether such contracts are assignable; (i) the items listed on the letter from the Broker (as hereinafter defined) to Purchaser, dated May 1, 2010, a copy of which is annexed hereto and made a part hereof as Schedule 1; (j) a schedule of all claims made with respect to any insurance policies maintained by the Companies or Sellers or their affiliates relating to the Property or the Companies.[Intentionally Blank]; (k) copies of all tax returns filed by Seller for the Companiesyears 2007, 2008 and 2009 (if filed); (l) copies of all organizational documents relating to the Companies, including, but not limited to, operating agreements, articles of organization, articles of incorporation, bylaws, stock certificates, resolutions, minute books, shareholders' agreements, Seller's title insurance policy and all amendments to any of the foregoing (collectively, the "Organizational Documents");surveys; and (m) copies accounting books and records of all closing documents relating Seller regarding property management for the past three years, including accounts payables and accounts receivables with access to the Companies' acquisition named suppliers, lenders, contractors, and employees; including complete access to books and records of the Property (with economic terms redacted), including, but not limited to, assignments of leases, bills of sale, and other similar documents; and (n) copies of the environmental assessments described in Exhibit N hereto (the "Environmental Assessments")Manager.