PURCHASER SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO TERMINATE THIS
AGREEMENT BY GIVING NOTICE TO SELLER WITHIN TWO (2) DAYS AFTER THE ESTOPPEL
DELIVERY DEADLINE, IN WHICH EVENT THIS AGREEMENT SHALL TERMINATE AND THE DEPOSIT
AND ALL ACCRUED INTEREST THEREON SHALL BE RETURNED TO PURCHASER AND NO PARTY
SHALL HAVE ANY FURTHER LIABILITY UNDER THIS AGREEMENT.
10.3
OPERATION AND MAINTENANCE OF PROPERTY.
DURING THE PENDENCY OF THIS
AGREEMENT,, SELLER SHALL OPERATE AND MANAGE THE PROPERTY IN SUBSTANTIALLY IN THE
SAME MANNER AS IT DID BEFORE THE DATE OF AGREEMENT AND SELLER WILL PERFORM ITS
MATERIAL OBLIGATIONS UNDER THE LEASES, SERVICE CONTRACTS, AND OTHER AGREEMENTS
THAT MAY AFFECT THE PROPERTY.
10.4
DELIVERY OF DUE DILIGENCE MATERIALS BY SELLER.
NOT LATER THAN FIVE
(5) DAYS AFTER THE DATE OF AGREEMENT, SELLER SHALL DELIVER OR MAKE AVAILABLE TO
BUYER TO THE EXTENT IN SELLER'S POSSESSION: (I) COPIES OF ALL AGREEMENTS,
CONTRACTS (INCLUDING, WITHOUT LIMITATION, CONSTRUCTION CONTRACTS), WARRANTIES,
PERMITS, APPROVALS, PLANS, SPECIFICATIONS, CERTIFICATES, SURVEYS, BOUNDARY
SURVEYS, SITE PLANS, ENVIRONMENTAL REPORTS (INCLUDING, WITHOUT LIMITATION, ANY
SOILS AND HAZARDOUS MATERIALS REPORTS), IMPROVEMENT PLANS, UTILITY PLANS,
BUILDING PLANS, BUILDING PERMITS, AND CERTIFICATES OF OCCUPANCY; (II) COPIES OF
THE EXISTING LEASES AND ALL AMENDMENTS THERETO AND A COPY OF THE RENT ROLL;
(III) THE DISCLOSURE STATEMENT (DEFINED BELOW); (IV) A LIST OF ALL
SERVICE,MAINTENANCE AND OTHER CONTRACTS AFFECTING THE PROPERTY (THE "SERVICE
CONTRACTS") ALONG WITH COMPLETE AND ACCURATE COPIES OF THE SERVICE CONTRACTS;
AND (V) COPIES OF OPERATING STATEMENTS, BUDGETS, AND PROPERTY TAX BILLS FOR 2007
AND YEAR-TO-DATE 2008 (COLLECTIVELY, "DUE DILIGENCE MATERIALS").
SELLER SHALL
FULLY COOPERATE, AT NO COST OR EXPENSE TO BUYER AND SUBJECT TO SELLER'S
10
consent rights in this Agreement, with the performance by Buyer of the due
diligence contemplated under Article 8 above.
10.5
NEW SERVICE CONTRACTS; NEW LEASES.
DURING THE PENDENCY OF THIS
AGREEMENT, SELLER WILL NOT (I) ENTER INTO ANY SERVICE CONTRACT OR SIMILAR
OBLIGATION THAT WILL BE AN OBLIGATION AFFECTING THE PROPERTY SUBSEQUENT TO THE
CLOSE OF ESCROW, EXCEPT CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS THAT ARE TERMINABLE WITHOUT CAUSE UPON NO MORE THAN 30-DAYS' NOTICE AND
WITHOUT PENALTY OR CANCELLATION FEE.
FOLLOWING THE CONTINGENCY DATE, SELLER
SHALL NOT ENTER INTO ANY NEW LEASE OR AMEND ANY EXISTING LEASE WITHOUT THE PRIOR
WRITTEN CONSENT OF BUYER.
10.6
NO ENCUMBRANCES OR TRANSFERS.
FOLLOWING THE CONTINGENCY DATE, SELLER
SHALL NOT KNOWINGLY PERMIT THE EXECUTION OR RECORDATION OF ANY AGREEMENT OR
INSTRUMENT WHEREBY THE PROPERTY, OR ANY INTEREST IN THE PROPERTY, WILL BE
ALIENATED, LIENED, ENCUMBERED OR OTHERWISE TRANSFERRED.
10.7
NATURAL HAZARD DISCLOSURE STATEMENT.
AS USED HEREIN, THE TERM
"NATURAL HAZARD AREA" SHALL MEAN THOSE AREAS IDENTIFIED AS NATURAL HAZARDS IN
THE NATURAL HAZARD DISCLOSURE ACT, CALIFORNIA GOVERNMENT CODE SECTIONS 8589.3,
8589.4, AND 51183.5, AND CALIFORNIA PUBLIC RESOURCES CODE SECTIONS 2621.9, 2694,
AND 4136, AND ANY SUCCESSOR STATUTES OR LAWS (THE "ACT").
SELLER SHALL PROVIDE
BUYER WITH A NATURAL HAZARD DISCLOSURE STATEMENT ("DISCLOSURE STATEMENT").
BUYER ACKNOWLEDGES THAT SELLER HAS RETAINED THE SERVICES OF AN EXPERT (THE
"NATURAL