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ARTICLE 7. Inspection Period; Material Deficiencies; Interim Action .

7.1. From the Effective Date of this Agreement until 5:00 p.m. Central Standard Time on the sixtieth (60th) day after the Effective Date ("Inspection Period"), Buyer, at its sole cost and expense, shall have the right to a Due Diligence Review in accordance with the following terms and conditions. A "Due Diligence Review" means (a) an inspection of those documents, files and other information in Seller's possession with respect to the Property that Seller is not prohibited from disclosing ("Confidential Files"), and (b) the conduct of such physical tests, inspections and other investigations as are reasonably necessary to determine whether there are any Material Deficiencies with respect to the Property ("Inspection Studies"). If the aggregate value of all Deficiencies (if any) as determined hereunder exceeds two percent (2%) of the Purchase Price, then such Deficiencies shall, together, constitute the "Material Deficiencies". A "Deficiency" or "Deficiencies" consist of only the following conditions: (a) any material defect in the soils, the structure, or the plumbing or electrical or mechanical systems, of the Property that (i) is neither disclosed in the Property Information Materials nor discoverable by a physical inspection of the Property, and (ii) has a material adverse effect upon the ability of Buyer to continue the existing use of the Property; (b) any failure of the Property to comply with any applicable governmental regulations (including environmental) in any material respect, except as disclosed in the Property Information Materials; (c) any material inaccuracy in the Property Information Materials; or (d) any material defect in Seller's title to the Property that is not one of the Permitted Encumbrances. The value of each Deficiency (if any) shall be the lesser of the reasonably anticipated costs to cure that Deficiency or the diminution in the fair market value of the Property caused by that Deficiency; if there is any dispute as to the amount of such cost or diminution, then Seller's reasonable determination thereof shall apply. "Non-Material Deficiencies" shall be all conditions of or affecting the Property that are not included within Material Deficiencies.

7.2. Buyer shall be obligated to purchase the Property in accordance with this Agreement notwithstanding the existence of any Non-Material Deficiencies, without any reduction in the Purchase Price. However, if within the Inspection Period, Buyer discovers Material Deficiencies, then Buyer may, on or before the expiration of the Inspection Period, give notice to Seller citing each Deficiency included within the Material Deficiencies and enclosing a copy of any and all reports of the inspector(s) that disclose such Deficiencies ("Buyer's Deficiencies Notice"). If Buyer does not give Seller a Buyer's Deficiencies Notice within that period, then Buyer shall have no further right to object to Material Deficiencies and shall be required to accept any and all Material Deficiencies without postponement of the Closing Date, reduction in the Purchase Price or claim against Seller on account thereof. Seller shall have the right, by giving notice to Buyer ("Seller's Deficiencies Notice") within twenty-one (21) days after receiving Buyer's Deficiencies Notice, to elect (a) to decline to take any action with respect to the cited Material Deficiencies ("Alternate A"), (b) to agree to attempt to cure the cited Material Deficiencies if Seller reasonably determines that they may be curable within sixty (60) days after the date of Seller's Deficiencies Notice ("Alternate B"), or (c) to reduce the Purchase Price by an amount, reasonably determined by Seller, equal to, with respect to each of the cited Deficiencies, the lesser of the reasonably anticipated costs to cure the Deficiency or the diminution in the fair market value of the Property caused by the Deficiency.

(a) If Seller elects Alternate A, then Buyer shall have the right, exercisable only by giving notice to Seller (with a copy to Closing Agent) within five (5) Business Days after receiving Seller's Deficiencies Notice, to terminate this Agreement. If Buyer duly exercises that right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit "J" as Buyer's sole remedy. If Buyer does not duly exercise that right, then (i) Buyer shall have no further right to object to the cited Material Deficiencies, (ii) Closing shall occur as described in this Agreement without postponement, and (iii) at Closing, Buyer shall accept the Property subject to the cited Material Deficiencies without any reduction in the Purchase Price or claims against Seller on account thereof.

(b) If Seller elects Alternate B, then Seller shall promptly attempt to cure the cited Material Deficiencies, using reasonable efforts; however, Seller shall not be required to institute any litigation in pursuit of such cure. If Seller fails to cure those Material Deficiencies within sixty (60) days after the date of Seller's Deficiencies Notice, then Seller shall have the right, exercisable only by giving notice to Buyer within that sixty (60)-day period, to extend the time within which to cure those Material Deficiencies for an additional period of thirty (30) days. If Seller fails to cure those Material Deficiencies within the applicable period, then Buyer shall have the right, exercisable only by giving notice to Seller (with a copy to Closing Agent) within five (5) days after the applicable period, to terminate this Agreement. If Buyer duly exercises that right, then Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibit "J" as Buyer's sole remedy. If Buyer does not duly exercise that right, then (i) Seller shall have no further obligation to attempt to cure those Material Deficiencies, and (ii) at Closing, Buyer shall accept the Property subject to those Material Deficiencies without any reduction in the Purchase Price or claims against Seller on account of those Material Deficiencies.

(c) If a period described in the foregoing provisions of this Section 7.2 becomes applicable and the Closing Date would otherwise occur during such period, then the Closing Date shall be extended to be a date selected by Seller. Such new Closing Date shall be within thirty (30) days after the applicable period(s).

(d) The procedures set forth in this Section 7.2 shall be Buyer's sole rights and remedies with respect to any defects or deficiencies in the Property or in Seller's title to the Property. Buyer shall have no right to take any other action, or to assert any other claims or cause of action, against Seller based upon any such defect or deficiency.

7.3. The inspection of Confidential Files shall be conducted, if at all, only in accordance with the following procedures:

(a) Subject to Article 8, the Confidential Files shall be made available to Buyer and Buyer's Representatives, by appointment, at the Property or at such other location as is reasonably designated by Seller.

(b) Neither Buyer nor any of Buyer's Representatives shall make any reproduction of Confidential Files (other than handwritten summaries or notes) without the prior approval of Seller in each instance. "Buyer's Representatives" are any employees, officers, directors, partners, principals, agents, independent contractors, consultants, attorneys and accountants of or retained by Buyer with respect to the Property, reviewing this Agreement, or providing debt or equity financing.

7.4. The Inspection Studies shall be conducted only in accordance with the following procedures:

(a) In each instance, at least two (2) Business Days prior to the intended date of entry, Buyer shall request of Seller the right to enter upon the Property. Each such request shall specify the intended date of entry. Neither Buyer nor any of Buyer's Representatives shall enter the Property without Seller's prior approval based upon such a request.

(b) No test or investigation involving physical disturbance of any portion of the Property shall be conducted without Seller's prior approval of the specific test or investigation.

(d) Neither Buyer nor any of Buyer's Representatives shall interfere with the use, occupancy or enjoyment rights of any tenants or subtenants of the Property or their applicable employees, contractors, customers or guests.

(e) Buyer has no authority to do anything that may result in a lien or encumbrance against the Property in connection with the Inspection Studies. Without limiting the foregoing, however, Buyer agrees to pay promptly all costs associated with the Inspection Studies and not to permit any lien or encumbrance to be asserted against the Property in connection with any Inspection Studies.

(f) Seller may require that, before or during any Inspection Studies, Buyer deliver to Seller a certificate of insurance evidencing public liability insurance with limits of at least One Million Dollars ($1,000,000.00) for bodily or personal injury or death, property damage insurance in the amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00), and contractual liability insurance with respect to Buyer's obligations under Section 7.5. Each such insurance policy shall be written by a reputable insurance company having a rating of at least "A" by A.M. Best (or a comparable rating by a successor rating service), and shall otherwise be subject to Seller's prior approval. Such insurance policies shall name Seller, as well as other parties in interest designated by Seller, as additional insureds.

(g) Buyer shall, at its own expense, promptly fill and compact any holes, and otherwise restore any damage to the Property, caused by the conduct of any Inspection Studies. Buyer and Buyer's Representatives shall immediately thereafter vacate the Property.

(h) Seller's approval under this Section 7.4 shall be granted or denied in Seller's reasonable judgment.

7.5. Buyer shall defend, indemnify and hold harmless Seller from and against any and all Claims asserted against or incurred by Seller as a result of the conduct of Inspection Studies, including (a) any violation of, or failure to comply with, the foregoing terms of this Article by Buyer or Buyer's Representatives, or (b) any injury to or death of persons, or damage to or loss of property, caused by Buyer or Buyer's Representatives in connection with the conduct of Inspection Studies.

7.6. Buyer shall promptly deliver to Seller, at no cost or expense to Seller, copies of any and all environmental information Buyer has obtained or hereafter obtains with respect to the Property. If Buyer shall be in default under this Agreement beyond any applicable cure period, or if this Agreement shall be terminated in accordance with its terms, then Buyer shall promptly deliver to Seller, at no cost or expense to Seller, copies of any and all Inspection Studies obtained by Buyer.

7.7. The following shall apply with respect to the period from the Effective Date until the Closing Date:

(a) Leases. Seller shall not, without the prior consent of Buyer in each instance (such consent not to be unreasonably withheld or delayed), (i) amend or (except for material breach, including non-payment of rent or other sums due) terminate any lease, tenancy, license or other right of occupancy or use for any portion of the Property or any assignment or sublet thereunder (individually, "Lease"; collectively, "Leases"), (ii) consent to the assignment of any Leases or subleasing of any of the premises, or (iii) enter into any new Lease of the Property or any portion thereof. If Seller desires to take any action described in clause (i), (ii) or (iii) of the immediately preceding sentence, then Seller shall so notify Buyer. If Buyer fails to notify Seller, within five (5) Business Days after Buyer's receipt of such notice, of any objection Buyer has hereunder to any action described therein, then Buyer shall be treated as having consented to such action. If Buyer consents, or is required to consent, to any action described in Seller's notice, then at Closing Buyer shall reimburse Seller for Buyer's proportionate share of the costs incurred by Seller in connection with such action. For the foregoing purposes, that proportionate share shall be determined, in each instance, by amortizing those costs on a straight-line basis over the term of the applicable Lease. Buyer's proportionate share shall be the portion of such costs attributable, pursuant to such amortization, to the period from the Closing Date until the end of the term of the applicable Lease. Such costs shall include costs of fixturing, renovating or improving the leased premises, any rebate, free rent and other concessions, and any brokerage and leasing commissions and other compensation due any party in connection with such Leases. However, none of the foregoing provisions of this Section 7.7(a) shall apply to any residential Leases entered into in the ordinary course of operating the Property.

(b) Contracts. Seller shall not, without the prior consent of Buyer in each instance (such consent not to be unreasonably withheld or delayed), enter into any commitment, contract, option or other agreement of any kind with respect to the repair or operation of the Property (collectively, "Contracts"), unless such Contracts have terms that expire prior to Closing or are terminable on not more than sixty (60) days' notice.

(c) Personal Property Substitutions. Seller may remove any item theretofor included in the Personal Property provided that Seller substitutes therefor an item of like kind and comparable fair market value.

(d) Continued Operation. If the Property is being operated on the date Buyer executes and delivers to Seller this Agreement, then, subject to the foregoing provisions of this Section 7.7 and the other provisions of this Agreement, Seller shall continue to operate the Property, or cause the Property to be operated, in substantially the same manner, except to the extent Seller is prevented from doing so by causes beyond Seller's reasonable control.