INSPECTION OF THE REAL PROPERTY.
PRIOR TO THE EXPIRATION
OF THE INVESTIGATION PERIOD, BUYER AND BUYER'S REPRESENTATIVES, AGENTS AND
DESIGNEES SHALL HAVE THE RIGHT AT REASONABLE TIMES AND UPON REASONABLE NOTICE TO
SELLER TO ENTER UPON THE REAL PROPERTY, AT BUYER'S SOLE COST, SOLELY FOR THE
PURPOSE OF CONDUCTING SUCH NON-DESTRUCTIVE PHYSICAL INSPECTIONS, NON-DESTRUCTIVE
SOIL AND ENGINEERING TESTS AND A NON-DESTRUCTIVE PHASE I ENVIRONMENTAL SITE
ASSESSMENT AS BUYER MAY ELECT TO MAKE OR OBTAIN, PROVIDED THAT BUYER PROMPTLY
REPAIRS ANY DAMAGE TO THE REASONABLE SATISFACTION OF SELLER.
BUYER ACKNOWLEDGES
AND AGREES THAT THE INSPECTION, TESTING AND SURVEY OF THE REAL PROPERTY BY BUYER
AND BUYER'S REPRESENTATIVES, AGENTS AND DESIGNEES SHALL BE SUBJECT TO THE RIGHTS
OF THE TENANTS UNDER THE LEASES AND SHALL BE PERFORMED IN SUCH A MANNER AS TO
NOT INTERFERE
8
WITH THE RIGHTS OF SUCH TENANTS.
BUYER SHALL GIVE SELLER REASONABLE PRIOR
WRITTEN NOTICE OF ANY INSPECTION, TEST OR SURVEY SO THAT SELLER WILL HAVE THE
OPPORTUNITY TO HAVE A REPRESENTATIVE PRESENT THEREFOR, WHICH RIGHT SELLER
RESERVES.
5.2.1
NO COMMUNICATION WITH TENANTS.
NEITHER BUYER NOR BUYER'S
REPRESENTATIVES, AGENTS AND DESIGNEES SHALL COMMUNICATE WITH ANY TENANTS WITHOUT
THE PRIOR WRITTEN APPROVAL OF SELLER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED, OR DELAYED.
SELLER RESERVES THE RIGHT TO BE PRESENT AT
ANY MEETING WITH ANY TENANT.
5.2.2
INDEMNITY AND INSURANCE.
BUYER HEREBY AGREES TO INDEMNIFY AND HOLD
HARMLESS SELLER, J.P. MORGAN INVESTMENT MANAGEMENT INC. ("ADVISOR") AND THE
PENSION FUND OR OTHER INVESTORS ON WHOSE BEHALF SELLER IS ACTING, AND THEIR
RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES,
AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY MECHANICS' LIEN OR CLAIM
THEREFOR, ANY CLAIM, CAUSE OF ACTION, LAWSUIT, DAMAGE, LIABILITY, LOSS, COST OR
EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) ARISING OUT OF ANY SUCH
ENTRY BY BUYER OR ITS REPRESENTATIVES, AGENTS OR DESIGNEES (INCLUDING ANY SUCH
ENTRY MADE PRIOR TO THE DATE OF THIS AGREEMENT) OR OUT OF ANY SUCH INSPECTIONS,
TESTS OR SURVEYS CONDUCTED BY BUYER, ITS REPRESENTATIVES, AGENTS OR DESIGNEES
(INCLUDING ANY SUCH INSPECTIONS, TESTS OR SURVEYS MADE PRIOR TO THE DATE OF THIS
AGREEMENT).
PRIOR TO ANY ENTRY UPON THE REAL PROPERTY BY BUYER OR BUYER'S
AGENTS, CONTRACTORS, SUBCONTRACTORS OR EMPLOYEES, BUYER SHALL DELIVER TO SELLER
AN ORIGINAL ENDORSEMENT TO BUYER'S COMMERCIAL GENERAL LIABILITY INSURANCE POLICY
WHICH EVIDENCES THAT BUYER IS CARRYING A COMMERCIAL GENERAL LIABILITY INSURANCE
POLICY WITH A FINANCIALLY RESPONSIBLE INSURANCE COMPANY ACCEPTABLE TO SELLER,
COVERING (I) THE ACTIVITIES OF BUYER, AND BUYER'S AGENTS, CONTRACTORS,
SUBCONTRACTORS AND EMPLOYEES ON OR UPON THE REAL PROPERTY, AND (II) BUYER'S
INDEMNITY OBLIGATION ABOVE.
SUCH ENDORSEMENT TO SUCH INSURANCE POLICY SHALL
EVIDENCE THAT SUCH INSURANCE POLICY SHALL HAVE A PER OCCURRENCE LIMIT OF AT
LEAST $2,000,000 AND AN AGGREGATE LIMIT OF AT LEAST $3,000,000, SHALL NAME
SELLER AS AN ADDITIONAL INSURED, SHALL BE PRIMARY AND NON-CONTRIBUTING WITH ANY
OTHER INSURANCE AVAILABLE TO SELLER AND SHALL CONTAIN A FULL WAIVER OF
SUBROGATION CLAUSE.
THE PROVISIONS OF THE PRECEDING THREE SENTENCES SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT OR