OF ALAN ROBIN AT THE
ADDRESS SET FORTH IN SECTION 14 BELOW WITHIN FIVE (5) BUSINESS DAYS AFTER THE
EFFECTIVE DATE, TO THE EXTENT NOT PREVIOUSLY DELIVERED TO BUYER PRIOR TO THE
EFFECTIVE DATE:
(I)
ANY EXISTING SURVEY OF THE PROPERTY;
(II)
CERTIFICATES OF OCCUPANCY, GOVERNMENTAL (OR
QUASI-GOVERNMENTAL) PERMITS, LICENSES AND PLANS AND SPECIFICATIONS FOR THE
PROPERTY;
(III)
SERVICE, MAINTENANCE AND REPAIR CONTRACTS FOR THE PROPERTY;
(IV)
CERTIFICATES OF INSURANCE APPLICABLE TO THE PROPERTY;
(V)
TAX BILLS AFFECTING THE PROPERTY FOR THE CALENDAR YEARS
2003-2004 AND 2004-2005;
(VI)
CASH FLOW OPERATING STATEMENTS, PROFIT AND LOSS STATEMENTS
AND OTHER FINANCIAL STATEMENTS FOR THE PROPERTY;
(VII)
REPORTS, STUDIES, ASSESSMENTS, INVESTIGATIONS AND OTHER
MATERIALS RELATED TO THE PRESENCE OF HAZARDOUS MATERIALS (AS DEFINED IN
SECTION 4.1(B) BELOW) AT, ON OR UNDER THE PROPERTY, THE COMPLIANCE OF THE
PROPERTY WITH ALL HAZARDOUS MATERIALS LAWS (AS DEFINED IN SECTION 4.1(B) BELOW),
AND ANY SOIL REPORTS;
(VIII)
ENTITLEMENT RECORDS (OTHER THAN THE DOCUMENTS RELATING TO THE
EXCEPTIONS SET FORTH IN THE TITLE REPORT PREVIOUSLY DELIVERED BY SELLER OR TO BE
DELIVERED BY THE TITLE COMPANY), MAPS, BUILDING INSPECTION APPROVALS,
ENGINEERING AND ARCHITECTURAL STUDIES RELATING TO THE PROPERTY; AND
(IX)
ROOF, PLUMBING, STRUCTURAL AND MECHANICAL SYSTEMS REPORTS
(OTHER THAN VENDOR INVOICES, WORK ORDERS, MAINTENANCE RECORDS AND OTHER SIMILAR
TYPE OF DOCUMENTS).
(G)
ALL MATTERS RELATING TO THE FEASIBILITY OF BUYER'S PROPOSED
OWNERSHIP OF THE PROPERTY.
(H)
NATURAL HAZARDS DISCLOSURE STATEMENTS FOR THE PROPERTY, AS
REQUIRED UNDER CALIFORNIA LAW, TO BE DELIVERED TO BUYER WITHIN FIFTEEN (15) DAYS
AFTER THE EFFECTIVE DATE.
THE NATURAL HAZARDS DISCLOSURE STATEMENTS SHALL BE
BASED ON A REPORT OR REPORTS OF A LICENSED ENGINEER, LAND
4
surveyor, geologist, or expert in natural hazard discovery, which report or
reports shall be attached to such natural hazards disclosure statement.
Buyer
acknowledges that the natural hazards disclosure statements shall be based
solely on the information contained in the report or reports attached thereto,
and Seller shall have no liability for any inaccuracy in such reports, except to
the extent that Seller has actual knowledge of the inaccuracy at the time the
corresponding natural hazards disclosure statement is signed by Seller.
3.2
ENTRY; INSURANCE; INDEMNITY
(A)
PURSUANT TO THAT CERTAIN ACCESS AGREEMENT (THE "ACCESS
AGREEMENT") DATED MARCH 16, 2005, BY SELLER AND BUYER (A COPY OF WHICH IS
ATTACHED HERETO AS SCHEDULE 3.2), BUYER SHALL HAVE THE RIGHT, IN COMPLIANCE WITH
THE REQUIREMENTS OF THE ACCESS AGREEMENT AND THIS SECTION 3.2, TO ENTER ON ANY
PORTION OF THE PREMISES FOR THE LIMITED PURPOSE OF CONDUCTING "INSPECTIONS" (AS
DEFINED IN THE ACCESS AGREEMENT).
BUYER SHALL CONDUCT SUCH ENTRIES AND ANY
INSPECTIONS IN CONNECTION THEREWITH SO AS TO MINIMIZE DISRUPTION AT THE PROPERTY
OR INTERFERENCE WITH SELLER'S BUSINESS AND OTHERWISE IN A MANNER REASONABLY
ACCEPTABLE TO SELLER.
(B)
BUYER'S INDEMNIFICATION OF SELLER PURSUANT TO SECTION 11
OF THE ACCESS AGREEMENT SHALL EXTEND TO THE PARTNERS, MEMBERS, TRUSTEES,
SHAREHOLDERS, DIRECTORS AND OFFICERS OF SELLER, ANY PARTY OWNING A DIRECT OR
INDIRECT INTEREST IN SELLER, THE AFFILIATES OF SELLER, AND