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12.1 Rent Roll; Tenant Leases By not later than three (3) business days following the Effective Date, Seller shall deliver to Buyer a current rent roll, certified by Seller, listing for each tenant of any part of the Property, all of the following tenant name, premises occupied, monthly rent, amount of deposit. amount of prepaid rent, and term of lease Within three (3) business days following the Effective Date. Seller shall deliver to Buyer certified copies of all tenant leases and rental agreements. including all amendments and modifications Effective as of the Close of Escrow. Seller shall assign all of Seller's rights and remedies under the tenant leases and rental agreements including the right to any security deposits and prepaid rent, to Buyer (or to MidPen or the Limited Partnership. if applicable) pursuant to an assignment of leases and security deposits in form and substance satisfactory to Buyer (the "Assignment of Leases"), provided however, the Parties acknowledge that pursuant to Section 1.1 and Section 15, the existing tenants will be relocated prior to the Close of Escrow" and in connection with such relocation, the existing leases will be terminated 12.2 Estoppel Certificate. No later than five (5) business days prior to Closing, Seller shall deliver to Buyer an estoppel certificate executed by Seller substantially in the form attached hereto as Exhibit C 12.3 Assignment of Contracts. At Close of Escrow. Seller shall deliver to Buyer an assignment of contracts in form and substance satisfactory to Buyer pursuant to which Seller shall assign to Buyer (or to MidPen or the Limited Partnership, if applicable) those contracts affecting the Property that Buyer (or MidPen or the Limited Partnership as applicable), elects to assume (in the exercise of the assignee's sole discretion), together with consents of counter- parties to such contracts to the extent required 13. Buyer's Additional Conditions to Closing. Buyer's obligation to purchase the Property is conditioned upon Buyer's review and approval of the condition of the Property and the Property Documents pursuant to this Section (a) Feasibility Studies. During the period commencing on the Effective Date and ending on June 30, 2017, or such later date as mutually agreed upon by the Parties ("Due Diligence Period") Buyer and MidPen may, at Buyer's or MidPen's expense, respectively, undertake an inspection and review of the Property and analysis of the Property Documents, including without limitation any additional reviews and analyses of the physical condition of the Property that Buyer or MidPen deems necessary Buyer and MidPen may consult with or retain civil engineers, contractors, soils and geologic engineers, architects and other specialists in its investigation, and may consult with or retain other consultants to determine if the Property is suitable for Buyer's and MidPen's intended use (b) Other matters; Document inspections. During the Due Diligence Period, Buyer and MidPen may inspect, examine, survey and review any other matters concerning the Property, including without limitation, all Property Documents and other instruments or obligations relating to the Property, and the Property s conformity with all applicable laws and regulations 7 OAK#4845-6421-9189 v5 I