JPMORGAN CHASE BANK, N.A., AS ADVISOR
TO SELLER.
BUYER AGREES THAT ALL DOCUMENTS AND INFORMATION REGARDING THE
PROPERTY OF WHATSOEVER NATURE MADE AVAILABLE TO IT BY SELLER OR SELLER'S AGENTS
AND THE RESULTS OF ALL TESTS AND STUDIES OF THE PROPERTY (COLLECTIVELY, THE
"PROPRIETARY INFORMATION") ARE CONFIDENTIAL AND BUYER SHALL NOT DISCLOSE ANY
PROPRIETARY INFORMATION TO ANY OTHER PERSON EXCEPT THOSE ASSISTING IT WITH THE
ANALYSIS OF THE PROPERTY, AND ONLY AFTER PROCURING SUCH PERSON'S AGREEMENT TO
ABIDE BY THESE CONFIDENTIALITY RESTRICTIONS.
"PROPRIETARY INFORMATION" SHALL
NOT INCLUDE ANY INFORMATION PUBLISHED BY SELLER AS PUBLIC KNOWLEDGE OR THAT IS
OTHERWISE AVAILABLE IN THE PUBLIC DOMAIN.
THE SECOND AND THIRD SENTENCE OF THIS
SECTION 13.5 SHALL SURVIVE THE CLOSING OR TERMINATION OF THE AGREEMENT.
THE
REMAINING PORTION OF THIS SECTION 13.5 SHALL TERMINATE UPON CLOSING.
13.6
RIGHT TO CURE.
IF ANY TITLE DEFECT OR OTHER MATTER WHICH WOULD
ENTITLE BUYER TO TERMINATE THIS AGREEMENT SHALL FIRST ARISE AFTER BUYER NOTIFIES
SELLER OF ITS TITLE OBJECTIONS PURSUANT TO SECTION 5.3.1 AND PRIOR TO THE
CLOSING, SELLER MAY ELECT, BY WRITTEN
23
NOTICE TO BUYER, TO CURE SUCH DEFECT OR OTHER MATTER BY CAUSING IT TO BE
REMOVED, INSURED OVER OR BONDED AND SELLER MAY ADJOURN THE CLOSING FOR UP TO
THIRTY DAYS TO DO SO.
EXCEPT FOR MANDATORY CURE OBJECTIONS, ALL OF WHICH SELLER
MUST CURE, NOTHING CONTAINED IN THIS SECTION 13.6 SHALL REQUIRE SELLER TO CURE
ANY SUCH TITLE DEFECT OR OTHER MATTER OR TO INCUR ANY LIABILITY OR EXPENSE TO DO
SO.
13.7
SEC REPORTING REQUIREMENTS.
FOR THE PERIOD OF TIME COMMENCING ON
THE DATE OF THIS AGREEMENT AND CONTINUING THROUGH THE DATE THAT IS 180 DAYS
AFTER THE CLOSING DATE, SELLER SHALL, FROM TIME TO TIME, UPON FIVE DAYS' PRIOR
WRITTEN NOTICE FROM BUYER, PROVIDE BUYER AND ITS OUTSIDE THIRD-PARTY ACCOUNTANTS
("BUYER'S ACCOUNTANTS") WITH ACCESS TO SUCH BOOKS, RECORDS AND MATERIALS
RELATING SOLELY TO THE OPERATIONS AND FINANCIAL RESULTS OF THE PROPERTY FOR THE
FISCAL YEARS THAT ENDED ON DECEMBER 31, 2003, DECEMBER 31, 2004 AND DECEMBER 31,
2005 AND FOR THE NINE MONTHS THAT END ON SEPTEMBER 30, 2006 (OR IF SELLER
EXTENDS THE CLOSING BEYOND DECEMBER 31, 2006 PURSUANT TO SECTION 6.2, THEN FOR
THE FISCAL YEAR THAT ENDS ON DECEMBER 31, 2006 AND ANY INTERIM PERIOD BETWEEN
JANUARY 1, 2007 AND THE DATE OF CLOSING), AS MAY BE REASONABLY REQUIRED TO
ENABLE BUYER AND BUYER'S ACCOUNTANTS TO PREPARE PROPERTY INCOME STATEMENTS IN
COMPLIANCE WITH ANY OR ALL OF (I) RULE 3-05 OR 3-14 OF REGULATION S-X OF THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), AS APPLICABLE; (II) ANY
OTHER RULE ISSUED BY THE COMMISSION AND APPLICABLE TO BUYER; AND (III) ANY
REGISTRATION STATEMENT, REPORT OR DISCLOSURE STATEMENT FILED WITH THE COMMISSION
BY, OR ON BEHALF OF BUYER.
DURING THE PERIOD OF TIME COMMENCING ON THE DATE OF
THIS AGREEMENT AND CONTINUING THROUGH THE DATE THAT IS 180 DAYS AFTER THE
CLOSING DATE, SELLER SHALL, FROM TIME TO TIME, UPON REASONABLE ADVANCE NOTICE
FROM BUYER, MAKE KIMBERLY