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 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)
IF SELLER HAS AUDITED FINANCIAL STATEMENTS WITH
RESPECT TO THE PROPERTY, SELLER SHALL PROMPTLY PROVIDE PURCHASER'S AUDITORS WITH
A COPY OF SUCH AUDITED FINANCIAL STATEMENTS.
IF AFTER THE CLOSING DATE SELLER
OBTAINS AN AUDITED FINANCIAL STATEMENT IN RESPECT OF THE PROPERTY FOR A FISCAL
PERIOD PRIOR TO THE CLOSING DATE THAT WAS NOT COMPLETED AS OF THE CLOSING DATE,
THEN SELLER SHALL PROMPTLY PROVIDE PURCHASER WITH A COPY OF SUCH AUDITED
FINANCIAL STATEMENT, AND THE FOREGOING COVENANT SHALL SURVIVE CLOSING FOR A
PERIOD OF ONE (1) YEAR.
IN CONSIDERATION FOR THIS AGREEMENT, PURCHASER AGREES
THAT PURCHASER SHALL INDEMNIFY AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND
ALL LOSS, LIABILITIES, CLAIMS, DEMANDS, AND EXPENSES, OF ANY KIND OR NATURE,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH SELLER'S PROVISION OF THE MATERIALS
REQUIRED BY THIS SECTION 6(B), INCLUDING WITHOUT LIMITATION LAWSUITS BY
SHAREHOLDERS OR REGULATORS OR ANY OTHER PERSONS WHATSOEVER, BUT EXCLUDING CLAIMS
DUE TO SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, SELLER SHALL ONLY
3
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 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)
SELLER SHALL DELIVER TO EACH TENANT UNDER THE LEASES(OTHER THAN
THE U.S. GOVERNMENT LEASE FOR REAL PROPERTY WITH SELLER DATED MARCH 12, 2002, AS
AMENDED ('GSA LEASE"))
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.
IN ADDITION, SELLER