IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES
AND REGULATIONS OF THE APPROPRIATE GOVERNMENTAL AUTHORITIES HAVING JURISDICTION
OVER THE REAL PROPERTY.
IN ADDITION, SUBJECT TO THE RIGHTS OF TENANTS AT THE
PROPERTY, PURCHASER SHALL HAVE THE RIGHT TO INTERVIEW THE TENANTS UNDER THE
LEASES, DURING REASONABLE BUSINESS HOURS AND UPON NOT LESS THAN THREE (3)
BUSINESS DAYS' PRIOR NOTICE TO SELLER, PROVIDED, HOWEVER, THAT SELLER SHALL HAVE
THE RIGHT, BUT NOT THE OBLIGATION, TO HAVE A REPRESENTATIVE OF SELLER ACCOMPANY
PURCHASER OR PURCHASER'S REPRESENTATIVES ON SUCH TENANT INTERVIEWS.
SELLER AND
PURCHASER AGREE TO REASONABLY COOPERATE WITH EACH OTHER IN SCHEDULING SUCH
INTERVIEWS.
PURCHASER SHALL (A) NOT INTERFERE WITH THE USE OF THE REAL PROPERTY
BY THE
2
TENANTS UNDER THE LEASES, (B) RESTORE THE REAL PROPERTY TO THE CONDITION WHICH
EXISTED IMMEDIATELY PRIOR TO EACH OF THE INSPECTIONS, (C) DEFEND AND INDEMNIFY
SELLER, ITS PARTNERS AND AFFILIATES, AND EACH OF THEIR OFFICERS, DIRECTORS,
AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST,
EXPENSE AND DAMAGE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES)
INCURRED BY ANY OF THEM IN CONNECTION WITH THE INSPECTIONS, (D) PROVIDE SELLER,
PROMPTLY AFTER RECEIPT, WITH COPIES OF ALL WRITTEN REPORTS, TESTS AND OTHER
WRITTEN INFORMATION REGARDING THE INSPECTIONS, AND (E) PRIOR TO AND AS A
CONDITION TO ANY INSPECTIONS, DELIVER TO SELLER CERTIFICATES OF INSURANCE
EVIDENCING COMPREHENSIVE LIABILITY INSURANCE (INCLUDING COVERAGE FOR CONTRACTUAL
INDEMNITIES) WITH A COMBINED SINGLE LIMIT OF AT LEAST $2,000,000, IN A FORM
REASONABLY ACCEPTABLE TO SELLER, AND NAMING SELLER AS AN ADDITIONAL INSURED.
NOTWITHSTANDING THE FOREGOING, SELLER SHALL NOT BE REQUIRED TO DISCLOSE OR
DELIVER TO PURCHASER (I) ANY EVIDENCE OF TERMS RELATING TO THE ACQUISITION OF
THE PROPERTY BY SELLER; (II) THE VALUATION OF THE PROPERTY PERFORMED BY OR ON
BEHALF OF SELLER, INCLUDING ANY APPRAISALS OF THE PROPERTY; (III) THE TERMS OF
ANY FINANCING RELATING TO THE PROPERTY; (IV) ANY INFORMATION GENERATED BY OR ON
BEHALF OF SELLER REGARDING THE VALUE OF THE PROPERTY FOR SELLER'S INTERNAL
PURPOSES; (V) ANY MATERIALS OR REPORTS GENERATED OR PRODUCED BY OR ON BEHALF OF
SELLER IN CONNECTION WITH ITS ACQUISITION OR FINANCING OF THE PROPERTY, EXCEPT
FOR THAT CERTAIN REPORT OF PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE
PROPERTY PREPARED BY LAW ENGINEERING AND ENVIRONMENTAL SERVICES, INC. OF
ADDISON, TEXAS DATED AUGUST 20, 2002 AS PROJECT NO. 30440-2-0771-09-917 WHICH
HAS BEEN DELIVERED TO PURCHASER; OR (VI) ANY INFORMATION OR REPORTS THAT ARE
ATTORNEY-CLIENT OR WORK PRODUCT DOCTRINE PRIVILEGED.
(B)
PURCHASER HAS ADVISED SELLER THAT PURCHASER MUST CAUSE TO BE
PREPARED UP TO THREE (3) YEARS OF AUDITED FINANCIAL STATEMENTS IN RESPECT OF THE
PROPERTY IN COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS, INCLUDING, WITHOUT
LIMITATION, SECURITIES AND EXCHANGE COMMISSION REGULATION S-X.
SELLER AGREES TO
USE COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH PURCHASER'S AUDITORS IN
THE PREPARATION OF SUCH AUDITED FINANCIAL STATEMENTS (IT BEING UNDERSTOOD AND
AGREED THAT THE FOREGOING COVENANT SHALL SURVIVE THE CLOSING FOR A PERIOD OF ONE
(1) YEAR).
WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE (I) SELLER
SHALL,