12A - SET PH TO VACATE PART OF 815 N BRISTOL

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(a) All representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of the Close of Escrow. (b) Seller shall timely perform all obligations required by the terms of this Agreement to be performed by it. (c) The irrevocable and unconditional written agreement of Title Company to record the grant deed at the Close of Escrow and to issue to Buyer the Title Policy, effective as of the date and time the deed is recorded. (d) Buyer shall have seven (7) calendar days, from the opening of escrow ("Due Diligence Period"), within which to perform and complete all of Buyer's due diligence examinations, reviews and inspections of all matters pertaining to the Property, including all leases and service contracts, all physical, environmental and compliance matters and conditions respecting the Property, and satisfy its contingencies ("Due Diligence Investigations"). During the term of this Agreement, Seller shall provide Buyer with reasonable access to the Property, as further set forth below. Within three (3) days following the Effective Date, Seller shall deliver to Buyer true and complete copies of any environmental reports, title documents and any other agreements, documents, or information pertaining to the Property to the extent in Seller's possession or reasonably obtainable by Seller. Seller will make every effort to provide all pertinent documents, but Seller's inability or failure to provide any document shall not be considered a violation subject to termination of the Agreement. At any time on or before the last day of the Due Diligence Period, Buyer may, in its absolute and sole discretion, for any reason or no reason, give written notice ("Termination Notice") to Seller electing to terminate this Agreement, whereupon a condition to Buyer's obligation to close shall not be satisfied, the Escrow Deposit (less the Independent Consideration) shall be immediately returned by the Escrow Holder to Buyer, and this Agreement, and the obligations of the parties hereunder, shall terminate (other than those obligations that expressly survive a termination of this Agreement). In the event of termination by Buyer pursuant to this section, the Proposal Deposit shall be nonrefundable and shall be retained by Seller. If Buyer fails to deliver the Termination Notice to Seller prior to the expiration of the Due Diligence Period, then Buyer shall have no further right to terminate this Agreement and have the Escrow Deposit (less the Independent Consideration) returned to Buyer except as otherwise set forth herein. (e) No material adverse physical change to the Property, including those caused by condemnation and/or casualty, shall have occurred subsequent to the Effective Date and on or prior to the Close of Escrow. 2.7 Seller Conditions Precedent to Close of Escrow For the benefit of Seller, the Close of Escrow shall be conditioned upon the timely performance by Buyer of all obligations required by the terms of this Agreement. 2.8 License to Enter Property During Due Diligence Period 5I