Within three (3) days after the Effective Date, Seller shall make available for review by Purchaser or its representatives at all times prior to the Closing (including during the Due Diligence Period) on a datasite (the “ DataSite ”), materials related to the Properties, which are in the actual possession of Seller, as Purchaser may reasonably request (collectively, the “ Diligence Materials ”); provided, that the foregoing obligation is not a Surviving Seller Representation and failure by Seller to provide any Diligence Materials shall not entitle Purchaser to seek specific performance or extend the Contingency Approval Date or the Scheduled Closing Date as a result thereof. Notwithstanding any provision of this Agreement to the contrary, the following books and records (the “ Excluded Records ”) shall not be subject to review by Purchaser (including under this Section 5.2 ): all proprietary, privileged or confidential documents of Seller (or any affiliate thereof) relating to (i) any financing of the Properties, (iii) any Seller or affiliate income or franchise tax returns, (iv) any appraisal or valuation of the Properties, (v) any internal financial analysis or projections, (vi) any marketing studies or reports, (vii) any credit analysis, (viii) any prior offers to purchase any Property, (ix) any other materials related to Seller’s investment structure for purchasing and holding the Properties which do not relate to matters reasonably relevant to ownership of the Properties or (x) any matters subject to attorney-client privilege.