FINAL
ENVIRONMENTAL, ENGINEERING OR CONSULTING REPORTS AND STUDIES OF THE REAL
PROPERTY THAT HAVE BEEN PREPARED FOR PROPERTY OWNER, AND/OR SELLER, REAL ESTATE
TAX BILLS (AND ALL AGREEMENT(S) RELATING TO PAYMENTS IN LIEU OF REAL ESTATE
TAXES), TOGETHER WITH ASSESSMENTS (SPECIAL OR OTHERWISE), AD VALOREM AND
PERSONAL PROPERTY TAX BILLS, COVERING THE PERIOD OF PROPERTY OWNER'S OWNERSHIP
OF THE PROPERTY; THE SCHWAB LEASE AND RELATED LEASE AND SUBLEASE FILES; CURRENT
OPERATING STATEMENTS; THE LICENSES AND PERMITS; THE LEASING COMMISSION
AGREEMENTS; AND SUCH OTHER DOCUMENTS, FILES AND ITEMS AS PURCHASER SHALL
REASONABLY REQUEST, INCLUDING, WITHOUT LIMITATION, ALL DOCUMENTS RELATING TO
SELLER'S LLC INTERESTS.
SUCH INSPECTIONS SHALL OCCUR AT A LOCATION REASONABLY
SELECTED BY SELLER, WHICH MAY BE AT THE OFFICE OF SELLER, SELLER'S COUNSEL,
PROPERTY OWNER'S PROPERTY MANAGER, AT THE REAL PROPERTY OR ANY OF THEM.
UNLESS
OTHERWISE EXPRESSLY SET FORTH HEREIN, PURCHASER SHALL NOT HAVE THE RIGHT TO
REVIEW OR INSPECT MATERIALS NOT DIRECTLY RELATED TO THE LEASING, MAINTENANCE,
OPERATION, OWNERSHIP AND/OR MANAGEMENT OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, ALL OF SELLER'S AND/OR PROPERTY OWNER'S INTERNAL MEMORANDA,
FINANCIAL PROJECTIONS, BUDGETS, APPRAISALS, PROPOSALS FOR WORK NOT ACTUALLY
UNDERTAKEN, AND OTHER PROPRIETARY AND CONFIDENTIAL INFORMATION.
(B)
PURCHASER ACKNOWLEDGES THAT ANY AND ALL OF THE DOCUMENTS MAY BE
PROPRIETARY AND CONFIDENTIAL IN NATURE AND HAVE BEEN PROVIDED TO PURCHASER
SOLELY TO ASSIST PURCHASER IN EVALUATING THE PROPERTY, OBTAINING FINANCING FOR
THE TRANSACTION CONTEMPLATED HEREIN AND CONSUMMATING THE TRANSACTIONS
CONTEMPLATED HEREIN.
SUBJECT ONLY TO THE PROVISIONS OF ARTICLE XII, PURCHASER
AGREES NOT TO DISCLOSE THE CONTENTS OF THE DOCUMENTS OR ANY OF THE PROVISIONS,
TERMS OR CONDITIONS CONTAINED THEREIN, TO ANY PARTY OUTSIDE OF PURCHASER'S
ORGANIZATION OTHER THAN ITS ATTORNEYS, PARTNERS OR OTHER INVESTORS, ACCOUNTANTS,
LENDERS AND LENDERS' ADVISORS, TITLE AGENTS, OR ANY OTHER LICENSEE PARTIES
(COLLECTIVELY, THE "PERMITTED OUTSIDE PARTIES").
PURCHASER FURTHER AGREES THAT
WITHIN ITS ORGANIZATION, OR AS TO THE PERMITTED OUTSIDE PARTIES, THE DOCUMENTS
WILL BE DISCLOSED AND EXHIBITED ONLY TO THOSE PERSONS WITHIN PURCHASER'S
ORGANIZATION OR TO THOSE PERMITTED OUTSIDE PARTIES WHO ARE RESPONSIBLE FOR
EVALUATING THE PROPERTY, PROVIDING FINANCING FOR THE TRANSACTION CONTEMPLATED
HEREIN AND CONSUMMATING THE TRANSACTION CONTEMPLATED HEREBY OR OTHERWISE
INVOLVED IN PERFORMING PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT.
PURCHASER
FURTHER ACKNOWLEDGES THAT THE DOCUMENTS AND OTHER INFORMATION RELATING TO THE
LEASING ARRANGEMENTS BETWEEN SELLER AND THE SCHWAB PARTIES ARE PROPRIETARY AND
CONFIDENTIAL IN NATURE.
PURCHASER AGREES NOT TO DIVULGE THE CONTENTS OF SUCH
DOCUMENTS AND OTHER INFORMATION EXCEPT IN ACCORDANCE WITH THE CONFIDENTIALITY
STANDARDS SET FORTH IN THIS SECTION 5.2 AND ARTICLE XII.
IN PERMITTING
PURCHASER AND THE PERMITTED OUTSIDE PARTIES TO REVIEW THE DOCUMENTS AND OTHER
INFORMATION TO ASSIST PURCHASER, SELLER AND PROPERTY OWNER HAVE NOT WAIVED ANY
PRIVILEGE OR CLAIM OF CONFIDENTIALITY WITH RESPECT THERETO, AND NO THIRD PARTY
BENEFITS OR RELATIONSHIPS OF ANY KIND, EITHER EXPRESS OR IMPLIED, HAVE BEEN
OFFERED, INTENDED OR CREATED BY SELLER AND PROPERTY OWNER, AND ANY SUCH CLAIMS
ARE EXPRESSLY REJECTED BY SELLER AND PROPERTY OWNER AND WAIVED BY PURCHASER AND
THE PERMITTED OUTSIDE PARTIES, FOR
13
WHOM,