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12.1 Rent Roll; Tenant Leases. By not later than three (3) business days following <br /> the Effective Date, Seller shall deliver to Buyer a current rent roll, certified by Seller, listing for <br /> each tenant of any part of the Property, all of the following: tenant name, premises occupied, <br /> monthly rent, amount of deposit, amount of prepaid rent, and term of lease. Within three (3) <br /> business days following the Effective Date, Seller shall deliver to Buyer certified copies of all <br /> tenant leases and rental agreements, including all amendments and modifications. Effective as of <br /> the Close of Escrow, Seller shall assign all of Seller's rights and remedies under the tenant leases <br /> and rental agreements including the right to any security deposits and prepaid rent, to Buyer(or to <br /> MidPen or the Limited Partnership, if applicable)pursuant to an assignment of leases and security <br /> deposits in form and substance satisfactory to Buyer (the "Assignment of Leases"); provided <br /> however, the Parties acknowledge that pursuant to Section 11 and Section 15, the existing tenants <br /> will be relocated prior to the Close of Escrow, and in connection with such relocation, the existing <br /> leases will be terminated. <br /> 12.2 Estoppel Certificate. No later than five (5) business days prior to Closing, <br /> Seller shall deliver to Buyer an estoppel certificate executed by Seller substantially in the form <br /> attached hereto as Exhibit C. <br /> 12.3 Assignment of Contracts. At Close of Escrow, Seller shall deliver to Buyer an <br /> assignment of contracts in form and substance satisfactory to Buyer pursuant to which Seller <br /> shall assign to Buyer (or to MidPen or the Limited Partnership, if applicable) those contracts <br /> affecting the Property that Buyer (or MidPen or the Limited Partnership as applicable), elects to <br /> assume (in the exercise of the assignee's sole discretion), together with consents of counter- <br /> parties to such contracts to the extent required. <br /> 13. Buyer's Additional Conditions to Closing. Buyer's obligation to purchase the <br /> Property is conditioned upon Buyer's review and approval of the condition of the Property and <br /> the Property Documents pursuant to this Section. <br /> (a) Feasibility Studies. During the period commencing on the Effective Date and <br /> ending on June 30, 2017, or such later date as mutually agreed upon by the Parties <br /> ("rue ll'iligence Period") Buyer and MidPen may, at Buyer's or MidPen's <br /> expense, respectively, undertake an inspection and review of the Property and <br /> analysis of the Property Documents, including without limitation any additional <br /> reviews and analyses of the physical condition of the Property that Buyer or <br /> MidPen deems necessary. Buyer and MidPen may consult with or retain civil <br /> engineers, contractors, soils and geologic engineers, architects and other <br /> specialists in its investigation, and may consult with or retain other consultants to <br /> determine if the Property is suitable for Buyer's and MidPen's intended use. <br /> (b) ther matters; Document Inspections. During the Due Diligence Period, Buyer <br /> and MidPen may inspect, examine, survey and review any other matters <br /> concerning the Property, including without limitation, all Property Documents <br /> and other instruments or obligations relating to the Property, and the Property's <br /> conformity with all applicable laws and regulations. <br /> 7 <br /> OAK#4845-6421-9189 v5 <br />