THE PROPERTY TO THE EXTENT
NECESSARY TO PREPARE AND FILE SUCH AUDITED FINANCIAL STATEMENTS IN COMPLIANCE
WITH RULE 3-14 OF REGULATION S-X AND (II) SO LONG AS THE PERSON IN CHARGE OF
MANAGEMENT OF THE PROPERTY AT THE TIME OF CLOSING REMAINS IN THE EMPLOY OF
SELLER OR AN AFFILIATE OF SELLER, SELLER WILL MAKE SUCH MANAGER AVAILABLE FOR
INTERVIEW BY PURCHASER AND PURCHASER'S AUDITORS.
THE FOREGOING COVENANTS SHALL
SURVIVE CLOSING FOR A PERIOD OF ONE (1) YEAR.
ALL BOOKS, RECORDS, MATERIALS AND
RESPONSES TO QUESTIONS PROVIDED TO PURCHASER OR PURCHASER'S AUDITORS PURSUANT TO
THE FOREGOING PROVISIONS SHALL BE PROVIDED WITHOUT REPRESENTATION OR WARRANTY AS
TO THE ACCURACY OR COMPLETENESS THEREOF OR OTHERWISE; HOWEVER, SELLER AGREES TO
PROVIDE GOOD FAITH RESPONSES TO THE REQUESTS AND QUESTIONS SUBMITTED TO SELLER
BY PURCHASER OR ITS AUDITORS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, SELLER SHALL ONLY BE OBLIGATED TO PROVIDE TO PURCHASER
SELLER'S ACCOUNTING INFORMATION AT THE PROPERTY LEVEL, AND SHALL NOT BE
OBLIGATED TO PROVIDE ANY INFORMATION CONCERNING SELLER'S CAPITAL STRUCTURE OR
DEBT OR ANY PROPRIETARY INFORMATION (AS DEFINED BELOW).
FOR THE PURPOSES OF
THIS AGREEMENT, "PROPRIETARY INFORMATION" SHALL MEAN (A) INFORMATION CONTAINED
IN SELLER'S CREDIT REPORTS, CREDIT AUTHORIZATIONS, CREDIT OR FINANCIAL ANALYSES
OR PROJECTIONS, INVESTMENT ANALYSES, ACCOUNT SUMMARIES OR OTHER DOCUMENTS
PREPARED SOLELY FOR SELLER'S INTERNAL PURPOSES AND NOT DIRECTLY RELATED TO THE
OPERATION OF THE PROPERTY, INCLUDING ANY VALUATION
3
DOCUMENTS AND INFORMATION REGARDING THE VALUE OF THE PROPERTY AND THE PRICE PAID
BY SELLER THEREFOR; (B) MATERIAL WHICH IS SUBJECT TO ATTORNEY-CLIENT PRIVILEGE
OR WHICH IS ATTORNEY WORK PRODUCT; (C) SALES CONTRACTS, APPRAISAL REPORTS,
LETTERS OR LOAN MATTERS; (D) FINANCIAL STATEMENTS OR INFORMATION RELATING TO
SELLER OR ANY AFFILIATE OF SELLER, BUT PROPERTY LEVEL FINANCIAL STATEMENTS SHALL
NOT BE CONSIDERED TO BE PROPRIETARY INFORMATION; (E) SELLER'S TAX RETURNS; OR
(F) MATERIAL WHICH SELLER IS LEGALLY OR CONTRACTUALLY REQUIRED TO MAINTAIN AS
CONFIDENTIAL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN,
PURCHASER EXPRESSLY AGREES THAT SELLER'S DELIVERY OF ANY INFORMATION UNDER THIS
SECTION 6(B) DOES NOT IN ANY MANNER INCREASE ANY LIABILITY OF SELLER HEREUNDER,
OR OBVIATE OR WAIVE THE "AS IS" PROVISIONS OF SECTION 19 BELOW.
7.
TENANT ESTOPPEL CERTIFICATES AND SNDAS.
(A)
TENANT ESTOPPEL CERTIFICATES.
PROMPTLY AFTER THE DATE OF THIS
AGREEMENT, SELLER SHALL DELIVER TO EACH TENANT (BUT NOT ANY LICENSEES) UNDER THE
LEASES A REQUEST TO EXECUTE AND DELIVER TO PURCHASER A TENANT ESTOPPEL
CERTIFICATE WITH RESPECT TO ITS LEASE IN THE FORM AND SUBSTANCE OF EXHIBIT G
(COLLECTIVELY, THE "TENANT ESTOPPEL CERTIFICATES").
TO THE EXTENT THAT THE
TENANTS UNDER THE LEASES EXECUTE AND DELIVER TO SELLER SUCH TENANT ESTOPPEL
CERTIFICATES, SELLER SHALL PROMPTLY DELIVER COPIES OF THE SAME (AND AT CLOSING,
TO THE EXTENT DELIVERED BY THE TENANTS, ORIGINALS THEREOF) TO PURCHASER.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IT SHALL
BE A CONDITION TO PURCHASER'S OBLIGATION TO CLOSE THE TRANSACTION CONTEMPLATED
BY THIS AGREEMENT THAT SELLER SHALL HAVE DELIVERED TO PURCHASER ON OR BEFORE THE
DATE THAT IS FIVE (5)