IS A SCHEDULED
LOCATION UNDER THE LIABILITY POLICIES. EACH OF THE LIABILITY POLICIES EXPRESSLY
PROVIDE THAT EXCEPT WITH RESPECT TO THE LIMITS OF INSURANCE (AS DEFINED IN THE
LIABILITY POLICIES) AND ANY RIGHTS OR DUTIES
31
ASSIGNED IN THE COVERAGE PART (AS DEFINED IN THE LIABILITY POLICIES) TO THE
FIRST NAMED INSURED, THE INSURANCE APPLIES ON A PER LOCATION BASIS PROVIDING THE
ENTIRE LIMITS OF COVERAGE TO EACH INDIVIDUAL LOCATION. TO SELLER'S KNOWLEDGE,
NONE OF SELLER, THE TRANSFERRED COMPANIES, THE PROPERTY MANAGERS OR ILLINOIS
MANAGER HAVE RECEIVED (A) ANY REFUSAL OF COVERAGE OR ANY NOTICE THAT A DEFENSE
WILL BE AFFORDED WITH RESERVATION OF RIGHTS, OR (B) ANY NOTICE OF CANCELLATION
OR ANY OTHER INDICATION THAT ANY LIABILITY POLICY IS NO LONGER IN FULL FORCE AND
EFFECT OR WILL NOT BE RENEWED. ALL PREMIUMS FOR THE LIABILITY POLICIES THAT ARE
DUE HAVE BEEN PAID AND THE TRANSFERRED COMPANIES AND THE PROPERTY MANAGERS HAVE
OTHERWISE PERFORMED ALL OF THEIR RESPECTIVE OBLIGATIONS UNDER THE LIABILITY
POLICIES. THERE IS NO DEDUCTIBLE UNDER THE COMMERCIAL GENERAL LIABILITY POLICY.
THE COMMERCIAL UMBRELLA POLICIES
ARE SUBJECT TO A $10,000 SELF INSURED
RETENTION.
5.4
Knowledge Defined. References to the "knowledge" or "best
knowledge" of Seller or words of similar import shall refer only to the actual
knowledge of the Designated Employee and shall not be construed, by imputation
or otherwise, to refer to the knowledge of any affiliate of Seller, to any
property manager, or to any other officer, director, agent, manager,
representative or employee of Seller or any affiliate of Seller or to impose
upon such Designated Employee any duty to investigate the matter to which such
actual knowledge, or the absence thereof, pertains. As used herein, the term
"Designated Employees" shall refer to Sara Shank, Seller's asset manager for the
Property, the employee of Seller with primary responsibility for coordinating
the transactions contemplated herein.
5.5
Seller's Indemnity, Survival of Seller's Representations and
Warranties; Maximum Liability.
5.5.1
SURVIVAL. THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.3
HEREOF, AS UPDATED BY THE CERTIFICATES OF SELLER TO BE DELIVERED IN ACCORDANCE
WITH SECTION 4.2.5 HEREOF, AND THE COVENANTS SET FORTH IN THIS AGREEMENT TO BE
PERFORMED BY SELLER BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE, SHALL
SURVIVE CLOSING FOR A PERIOD OF TWELVE (12) MONTHS (THE "PROPERTY REPRESENTATION
EXPIRATION DATE"). THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN
SECTIONS 5.1 AND 5.2 HEREOF SHALL SURVIVE CLOSING FOR A PERIOD OF TWELVE (12)
MONTHS (THE "REMAINING REPRESENTATION EXPIRATION DATE") IN EACH CASE AS UPDATED
BY THE CERTIFICATE OF SELLER TO BE DELIVERED TO PURCHASER AT CLOSING IN
ACCORDANCE WITH SECTION 4.2.5 HEREOF.
5.5.2
SELLER'S INDEMNIFICATION OBLIGATIONS. SUBJECT TO THE OTHER PROVISIONS
OF THIS SECTION 5.5, FROM AND AFTER THE CLOSING UNTIL THE PROPERTY
REPRESENTATION EXPIRATION DATE OR THE REMAINING REPRESENTATION EXPIRATION DATE,
AS APPLICABLE (WHICH REMAINING REPRESENTATION EXPIRATION DATE SHALL BE
APPLICABLE TO ANY CLAIMS UNDER SECTIONS 5.5.2(III)), SELLER SHALL INDEMNIFY AND
HOLD HARMLESS PURCHASER, THE TRANSFERRED COMPANIES (AS THE TRANSFERRED COMPANIES
ARE CONSTITUTED AFTER CLOSING)