Due Diligence. Buyer will have thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials").

Following execution of this Agreement, Purchaser shall have a period of thirty (30) days (the "Due Diligence Period") to conduct its business, financial, legal and other due diligence (the "Due Diligence Review") regarding the purchase of the Membership Interests. Seller will make available to Purchaser all records, service contracts, title insurance policies, surveys, building plans and other records of any kind or nature requested by Purchaser and owned by (or reasonably available to) Seller. During the Due Diligence Period and following reasonable prior notice to Seller (i.e., not less than 48 hours), Purchaser, its agents and employees will have the right to enter onto the Properties to perform all such tests and inspections Purchaser deems reasonably necessary or appropriate; provided, however, that Purchaser may not conduct any Phase II or similar testing. Purchaser agrees to indemnify and hold Seller, and the Properties, free and harmless from any costs or liability incurred by reason of any such investigation or investigations and, should this Agreement be terminated and the Closing be canceled for any reason, to repair any damage caused to the Properties by reason of any such investigation or investigations by Purchaser.

3.1Due Diligence; Termination. Purchaser shall have the right, during the period commencing on the date hereof and expiring at 5:00 PM on February 26, 2016 (the “Due Diligence Period”), to inspect the Property and to investigate all matters relating thereto, including, but not limited to, existing zoning requirements, the physical condition of the Property, the environmental condition of the Property and its environs, and any other matters Purchaser deems relevant to its decision to purchase the Property (the “Due Diligence Investigation”). Purchaser shall have the right, in its sole discretion, for any reason or no reason at all, to terminate this Agreement by notice to Seller and Escrow Agent given within the Due Diligence Period, and this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. In the event that Purchaser’s preliminary environmental site assessment report identifies areas of concern that require soil borings or water samplings (“Phase II Testing”), Purchaser shall have the right to conduct the Phase II Testing so long as Purchaser provides Seller with copies of such report and scope of proposed sampling work, methodology and names of contractors performing the work using commercially reasonable standards. Within five (5) days of the date of this Agreement, Seller shall provide Purchaser with any and all due diligence materials in Seller’s possession relating to the Property, including, but not limited to, back title, surveys, plans, copies of all municipal approvals documents, environmental reports, and the current year property tax bill (the “Due Diligence Materials”). Failure to provide to provide the Due Diligence Materials within five (5) days of the date of this Agreement shall automatically extend the Due Diligence Period for each day of delay in providing. If Purchaser is proceeding with its due diligence investigation in good faith and needs additional time to complete same, Purchaser shall have the right to a fifteen (15) day extension of the Due Diligence Period upon written notice to Seller prior to the end of the Due Diligence Period. Purchaser agrees to indemnify against and hold Seller harmless from any liabilities, costs, expenses (including reasonable attorneys' fees and costs actually incurred) damages or injuries incurred by Seller by reason of the activities on the Property by Purchaser or its agents, and such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. Notwithstanding the foregoing, Purchaser shall have no liability to Seller for any consequential, punitive or special damages.