Seller, shall be delivered by Seller to Buyer promptly following
the Effective Date or as otherwise expressly required herein), are or will be
true, correct and complete copies of all such items as maintained or possessed
by Seller and/or MBCR at the time of delivery in all material respects:
A RENT ROLL FOR THE PROPERTY FOR THE CURRENT YEAR AND FOR PAST TWO CALENDAR
YEARS, IN THE FORM CURRENTLY MAINTAINED BY MBCR ("RENT ROLL") AND AN ACCOUNTING
OF ALL REFUNDABLE SECURITY DEPOSITS MADE BY TENANTS UNDER THE LEASES (THE "LIST
OF SECURITY DEPOSITS");
ANNUAL OPERATING, INCOME AND EXPENSE STATEMENTS FOR THE PROPERTY FOR CALENDAR
YEARS 2002 AND 2003, AND FOR THE FIRST NINE MONTHS OF 2004, AS WELL AS
OPERATING, INCOME AND EXPENSE STATEMENTS ON A MONTHLY BASIS FOR THE TRAILING 12
MONTH PERIOD ENDED SEPTEMBER 30, 2004, TOGETHER WITH SUCH OTHER FINANCIAL
INFORMATION AS IS SPECIFIED IN SECTION 7.1(A)(XXVII) HEREOF;
THE BILLS ISSUED FOR THE MOST RECENT YEAR AND THE PRECEDING TWO (2) YEARS FOR
THE PROPERTY FOR ALL REAL ESTATE TAXES AND ASSESSMENTS (COLLECTIVELY, "REAL
ESTATE TAXES") RELATING TO THE PROPERTY;
THE LEASES AND THE CONTRACTS;
THE WARRANTIES;
THE PLANS;
THE BOOKS AND RECORDS AND EXPENSE RECOVERY WORKSHEETS AND BILLINGS FOR THE PAST
TWO CALENDAR YEARS AND FIRST NINE MONTHS OF 2004;
THE LICENSES AND PERMITS;
ALL ENVIRONMENTAL REPORTS AND STUDIES IN THE POSSESSION OF MBCR, SELLER OR ITS
AGENTS RELATING TO THE DETERMINATION AS TO WHETHER ANY HAZARDOUS MATERIALS EXIST
AT THE PROPERTY AND AS TO ANY WORK PERFORMED OR PROPOSED IN CONNECTION WITH ANY
HAZARDOUS MATERIALS AT ANY TIME LOCATED AT THE PROPERTY, IF ANY, AND ANY
ENGINEERING REPORTS WITH RESPECT TO THE PROPERTY TO THE EXTENT IN THE POSSESSION
OF SELLER OR MBCR;
ALL ORGANIZATIONAL DOCUMENTS RELATED TO THE FORMATION AND OPERATION OF MCBR;
ALL INFORMATION IN THE POSSESSION OF SELLER OR MBCR RELATED TO THE TRANSFER OF
TITLE OF THE PROPERTY TO MBCR;
ALL INFORMATION AND DOCUMENTATION IN THE POSSESSION OF SELLER OR MBCR RELATED TO
MBCR'S TENANCY UNDER ANY LEASE OR AGREEMENT, INCLUDING THE CROSS KEYS LEASE;
CALL REPORTS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2001, DECEMBER 31, 2002
AND DECEMBER 31, 2003 FOR MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY AS TENANT;
8
A COMPLETE AND ACCURATE LIST OF ALL SELLER PENSION PLANS, AS SUCH TERM IS
DEFINED IN SECTION 7.1(A)(XXX) AND INCLUDING TRUE, CORRECT AND COMPLETE COPIES
OF THE MOST RECENT FORMS 5500 AND ANY ATTACHED FINANCIAL STATEMENTS AND ANY
RELATED ACTUARIAL REPORT; AND
ALL INFORMATION RELATED TO THE SALE OR ASSIGNMENT OF THE OTHER PROPERTIES,
INCLUDING COPIES OF THE AGREEMENTS FOR THE PURCHASE AND SALE THEREOF AND ANY
ENVIRONMENTAL REPORTS TO THE EXTENT IN THE POSSESSION OF SELLER OR MBCR.
Seller shall make the originals of all Leases available to Buyer at the Property
for Buyer's inspection at all times from and after the Effective Date through
the Closing Date.
Independent Investigation.
Notwithstanding any information which Seller may
have provided to Buyer, Buyer may, during the Due Diligence Period,