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 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
2
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; OR (VI) ANY INFORMATION OR REPORTS THAT ARE
ATTORNEY-CLIENT OR WORK PRODUCT DOCTRINE PRIVILEGED.
PURCHASER ACKNOWLEDGES AND
AGREES THAT IT HAS CONDUCTED PRIOR TO THE DATE HEREOF SUCH DUE DILIGENCE AND
OTHER INVESTIGATIONS AS IT DEEMED NECESSARY, AND PURCHASER SHALL HAVE NO RIGHT
TO TERMINATE THIS AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
AGREEMENT.
(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); PROVIDED, HOWEVER, THAT SELLER SHALL NOT BE REQUIRED TO INCUR ANY OUT
OF POCKET EXPENSE WITH RESPECT TO SUCH COOPERATION UNLESS PURCHASER REIMBURSES
SELLER FOR SAME.
WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE
(I) SELLER SHALL, DURING NORMAL BUSINESS HOURS, ALLOW PURCHASER'S AUDITORS
REASONABLE ACCESS TO SUCH BOOKS AND RECORDS MAINTAINED BY SELLER (AND SELLER'S
MANAGER OF THE PROPERTY) EXCLUSIVELY IN RESPECT OF