Common use of Access to Documents and the Property Clause in Contracts

Access to Documents and the Property. Commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, on-site property files of Seller and Seller’s property manager as well as those files of Seller located at Roseland Property Company, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (other than Confidential Materials). In addition, commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to allow Buyer’s Representatives access to the Property upon reasonable prior notice at reasonable times provided (a) access to the Property shall be during normal working hours upon at least one business day’s notice to Seller and/or Seller’s agent, Xxxx Xxxxx, Phone: 000-000-0000; Fax: 000-000-0000; (b) Buyer shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting Due Diligence at the Property; (c) Buyer’s access and investigations shall not unreasonably interfere with the operation of the Property or the rights of tenants; (d) Buyer shall not contact any tenant of the Property without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion; and (e) no invasive or destructive testing shall be conducted without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion, and Seller or its designated representatives shall have the right to be present during any physical testing of the Property by Buyer. Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. Buyer shall repair promptly any physical damage to the Property caused by its Due Diligence and shall restore the Property to substantially the condition as it existed immediately prior to such Due Diligence. Buyer shall indemnify, defend, and hold each of the Seller Parties harmless from and against, any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations, of any kind or nature whatsoever (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer’s Representatives at any time prior to Closing; provided, however, that Buyer’s obligations under the foregoing indemnity shall not apply to the discovery of a pre-existing environmental or physical condition at the Property. Buyer shall obtain and maintain Commercial General Liability Insurance on an “occurrence” basis, covering Buyer’s activities on or about the Property, including (i) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article 4), against claims for bodily injury, personal injury (with employee and contractual exclusions deleted), property damage and death, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence, and in aggregate, with aggregate limits of liability applying separately to Products/Completed Operations and all other general liability coverages combined. Each liability policy shall be written on an “occurrence” basis, if available. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Buyer’s first access to the Property. Any such “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the date of this Agreement. Buyer, upon Seller’s written request, shall furnish Seller with (a) certificates showing that all insurance is being maintained as required herein, and (b) endorsements naming the following entities as additional insureds under such policies: Seller and Seller’s Broker. Within ten (10) days after Seller’s written request, Buyer shall furnish Seller with a copy of all policies of insurance being maintained as required herein (including, without limitation, the exclusions and endorsements to each such policy) and a letter from the carrier(s) of such policies certifying that such copies constitute true and complete copies of such policies. If any such insurance policy expires before the termination of Buyer’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders not less than fifteen (15) days prior to such expiration together with evidence of the payment of premiums thereon. Each such certificate of insurance shall contain a provision that the coverage afforded under such policies will not be canceled or modified until at least thirty (30) days prior written notice has been given to Seller.

Access to Documents and the Property. Commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, on-site property all books, records and files of Seller and Seller’s property manager as well as those files of Seller located at Roseland the management agent for the Property Company, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 related to the Property (other than Confidential Materials), which are located (i) on-site at the Property, or (ii) at the office of Seller’s property manager. In addition, commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to allow Buyer’s Representatives access to the Property upon reasonable prior notice at reasonable times provided (a) such access to the Property shall be during normal working hours upon at least one business day’s notice to Seller and/or Seller’s agent, Xxxx Xxxxx, Phone: 000-000-0000; Fax: 000-000-0000; (b) Buyer shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting Due Diligence at the Property; (c) Buyer’s access and investigations shall does not unreasonably interfere with the operation of the Property or the rights of tenants; (db) Buyer shall coordinate with Seller and Seller’s Property Manager prior to and during each visit to the Property by any Buyer’s Representative and representatives of Seller shall accompany Buyer’s Representatives during each such visit; (c) Buyer’s Representatives shall not contact any tenant of the Property without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretionshall not be unreasonably withheld, delayed or conditioned; and (ed) no invasive or destructive testing shall be conducted without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion, and Seller or its designated representatives representative shall have the right to pre-approve, in its sole and absolute discretion, and be present during any physical testing of the Property by BuyerProperty, including but not limited to testing of soil or groundwater at the Property. Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. Buyer shall repair promptly any physical damage to the Property caused by its Due Diligence and shall restore immediately return the Property to substantially the condition as it existed immediately existing prior to any tests and inspections. Prior to such Due Diligence. time as Buyer shall indemnify, defend, and hold each or any of the Seller Parties harmless from and against, any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations, of any kind or nature whatsoever (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer’s Representatives at any time prior to Closing; provided, however, that Buyer’s obligations under the foregoing indemnity shall not apply to the discovery of a pre-existing environmental or physical condition at the Property. Buyer shall obtain and maintain Commercial General Liability Insurance on an “occurrence” basis, covering Buyer’s activities on or about enter the Property, including Buyer shall (i) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (obtain policies of general liability insurance which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article 4), against claims for bodily injury, personal injury (insure Buyer’s Representatives with employee and contractual exclusions deleted), property damage and death, with a combined single limit liability insurance limits of not less than One Million Dollars ($1,000,000) per occurrence, 1,000,000 combined single limit for personal injury and in aggregate, with aggregate limits of liability applying separately to Products/Completed Operations property damage and all other general liability coverages combined. Each liability policy shall be written on an “occurrence” basis, if available. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Buyer’s first access to the Property. Any such “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the date of this Agreement. Buyer, upon Seller’s written request, shall furnish Seller with (a) certificates showing that all insurance is being maintained as required herein, and (b) endorsements naming the following entities as additional insureds under such policies: name Seller and Seller’s Broker. Within ten Property Manager as additional insureds and which are with such insurance companies, provide such coverages and carry such other limits as Seller shall reasonably require, and (10ii) days after Seller’s written request, Buyer shall furnish provide Seller with a copy certificates of all insurance evidencing that Buyer has obtained the aforementioned policies of insurance being maintained as required herein (including, without limitation, the exclusions and endorsements to each such policy) and a letter from the carrier(s) of such policies certifying that such copies constitute true and complete copies of such policies. If any such insurance policy expires before the termination of Buyer’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders not less than fifteen (15) days prior to such expiration together with evidence of the payment of premiums thereon. Each such certificate of insurance shall contain a provision that the coverage afforded under such policies will not be canceled or modified until at least thirty (30) days prior written notice has been given to Sellerinsurance.

Access to Documents and the Property. Commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to make or cause to be made available to Buyer for inspection and copying, at Buyer’s sole cost and expense, on-site property all books, records and files of Seller and Seller’s property manager as well as those files of Seller located at Roseland Property Company, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 Manager (other than Confidential Materials), which are located (i) on-site at the Property, (ii) at the office of Seller’s Property Manager, and (iii) at the office of Seller and Seller’s asset manager; without limiting the foregoing, Seller will deliver or cause to be delivered (which may be by posting on Seller’s Broker’s due diligence website for the Transaction) to Buyer true, correct and complete copies of the Leases and the Contracts, and any other books, records and files as Buyer has requested as set forth on the list attached as Exhibit B to the Letter of Interest to the extent in existence and in Seller’s possession or control. In addition, commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to allow Buyer’s Representatives access to the Property upon reasonable prior notice at reasonable times provided (a) such access to the Property shall be during normal working hours upon at least one business day’s notice to Seller and/or Seller’s agent, Xxxx Xxxxx, Phone: 000-000-0000; Fax: 000-000-0000; (b) Buyer shall provide to Seller does not interfere in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting Due Diligence at the Property; (c) Buyer’s access and investigations shall not unreasonably interfere any material respect with the operation of the Property or the rights of tenants; (db) Buyer shall not coordinate with Seller and Seller’s Property Manager prior to and during each visit to the Property by any Buyer’s Representatives and representatives of Seller shall accompany Buyer’s Representatives during each such visit; (c) Buyer shall be permitted to contact Seller’s Property Manager provided Buyer shall have provided at least three (3) Business Days prior notice to Seller so that Seller has the opportunity to be present; (d) Buyer’s Representatives may contact any tenant tenant, but only provided that such contact is coordinated and conducted with Seller or its agents (and Seller shall make representatives available for such purpose during business hours as defined by the Leases); (e) unless Buyer notifies Seller and coordinates with Seller and Seller’s Property Manager, after the expiration of the Due Diligence Period Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of the Property without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretionto Closing; and (ef) no invasive or destructive testing shall be conducted without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion, and Seller or its designated representatives representative shall have the right to pre-approve and be present during any physical testing of the Property by BuyerProperty. On written request from Seller, Buyer shall deliver promptly to Seller copies of all Buyer’s ReportsReports (other than internal analysis and proprietary information of the Buyer), but with no liability for the accuracy thereof and no representation that Seller or any other party may rely thereon. Buyer shall repair promptly any physical damage to the Property caused by its Due Diligence and shall restore immediately return the Property to substantially the condition as it existed immediately existing prior to any tests and inspections. Prior to such Due Diligence. Buyer shall indemnify, defend, and hold each of the Seller Parties harmless from and against, time as any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations, of any kind or nature whatsoever (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer’s Representatives at any time prior to Closing; provided, however, that Buyer’s obligations under the foregoing indemnity shall not apply to the discovery of a pre-existing environmental or physical condition at the Property. Buyer shall obtain and maintain Commercial General Liability Insurance on an “occurrence” basis, covering Buyer’s activities on or about enter the Property, including Buyer shall (i) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (have or obtain policies of general liability insurance which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article 4), against claims for bodily injury, personal injury (insure Buyer’s Representatives with employee and contractual exclusions deleted), property damage and death, with a combined single limit liability insurance limits of not less than One Million Dollars ($1,000,000) per occurrence, 1,000,000 combined single limit for personal injury and in aggregate, with aggregate limits of liability applying separately to Products/Completed Operations property damage and all other general liability coverages combined. Each liability policy shall be written on an “occurrence” basis, if available. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Buyer’s first access to the Property. Any such “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the date of this Agreement. Buyer, upon Seller’s written request, shall furnish Seller with (a) certificates showing that all insurance is being maintained as required herein, and (b) endorsements naming the following entities as additional insureds under such policies: name Seller and Seller’s Broker. Within ten Property Manager as additional insureds and which are with such insurance companies, provide such coverages and carry such other limits as Seller shall reasonably require, and (10ii) days after Seller’s written request, Buyer shall furnish provide Seller with a copy certificates of all insurance evidencing that Buyer has obtained the aforementioned policies of insurance being maintained as required herein (including, without limitation, the exclusions and endorsements to each such policy) and a letter from the carrier(s) of such policies certifying that such copies constitute true and complete copies of such policies. If any such insurance policy expires before the termination of Buyer’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders not less than fifteen (15) days prior to such expiration together with evidence of the payment of premiums thereon. Each such certificate of insurance shall contain a provision that the coverage afforded under such policies will not be canceled or modified until at least thirty (30) days prior written notice has been given to Sellerinsurance.

Access to Documents and the Property. Commencing prior to on the date hereof Commencement Date and continuing to the Closing Date, Seller has and will continue to make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, on-site property files of Seller and Seller’s property manager as well as those files of Seller located at Roseland Property Company, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (other than Confidential Materials). Within five (5) business days after the Commencement Date, Seller shall deliver to Buyer true and complete copies of the materials identified on Exhibit L attached to hereto (the “Specified Documents”). Failure of Seller to deliver all of the Specified Documents to Buyer within such five (5) business day period shall extend the Due Diligence Period by one (1) day for each day after the fifth (5th) business day following the Commencement Date until all of the Specified Documents are delivered to Buyer. In addition, commencing prior to on the date hereof Commencement Date and continuing to the Closing Date, Seller has and will continue to allow Buyer’s Representatives access to the Property upon reasonable prior notice at reasonable times provided (a) such access to the Property shall be during normal working hours upon at least one business day’s notice to Seller and/or Seller’s agent, Xxxx Xxxxx, Phone: 000-000-0000; Fax: 000-000-0000; (b) Buyer shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting Due Diligence at the Property; (c) Buyer’s access and investigations shall does not unreasonably interfere with the operation of the Property or the rights of tenants; (db) Buyer shall coordinate with Seller and Seller’s property manager prior to and during each visit to the Property by any Buyer’s Representatives and representatives of Seller shall have the right to accompany Buyer’s Representatives during each such visit; (c) Buyer’s Representatives shall not contact any tenant tenant, other than Clarian, Methodist and affiliates of the Property Clarian and Methodist, without Seller’s prior written consent, which Seller may withhold in Seller; (d) after the expiration of the Due Diligence Period Buyer’s sole discretionRepresentatives shall not be permitted to perform any further testing or other physical evaluation of the Property prior to Closing; and (e) no invasive or destructive testing shall be conducted without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion, and Seller or its designated representatives representative shall have the right to pre-approve and be present during any physical testing of the Property by Buyer. Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. Buyer shall repair promptly any physical damage to the Property caused by its Due Diligence and shall restore the Property to substantially the condition as it existed immediately prior to such Due Diligence. Buyer shall indemnify, defend, and hold each of the Seller Parties harmless from and against, any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations, of any kind or nature whatsoever (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer’s Representatives at any time prior to Closing; provided, however, that Buyer’s obligations under the foregoing indemnity shall not apply to the discovery of a pre-existing environmental or physical condition at the Property. Buyer shall obtain promptly return the Property to the condition existing prior to any tests and maintain Commercial General Liability Insurance on an “occurrence” basis, covering inspections. Prior to such time as any Buyer’s activities on or about Representatives enter the Property, including Buyer shall (i) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (obtain policies of general liability insurance which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article 4), against claims for bodily injury, personal injury (insure Buyer’s Representatives with employee and contractual exclusions deleted), property damage and death, with a combined single limit liability insurance limits of not less than One Million Dollars ($1,000,000) per occurrence, 1,000,000 combined single limit for personal injury and in aggregate, with aggregate limits of liability applying separately to Products/Completed Operations property damage and all other general liability coverages combined. Each liability policy shall be written on an “occurrence” basis, if available. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Buyer’s first access to the Property. Any such “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the date of this Agreement. Buyer, upon Seller’s written request, shall furnish Seller with (a) certificates showing that all insurance is being maintained as required herein, and (b) endorsements naming the following entities as additional insureds under such policies: name Seller and Seller’s Broker. Within ten property manager as additional insureds and which are with such insurance companies, provide such coverages and carry such other limits as Seller shall reasonably require, and (10ii) days after Seller’s written request, Buyer shall furnish provide Seller with a copy certificates of all insurance evidencing that Buyer has obtained the aforementioned policies of insurance being maintained as required herein (including, without limitation, the exclusions and endorsements to each such policy) and a letter from the carrier(s) of such policies certifying that such copies constitute true and complete copies of such policies. If any such insurance policy expires before the termination of Buyer’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders not less than fifteen (15) days prior to such expiration together with evidence of the payment of premiums thereon. Each such certificate of insurance shall contain a provision that the coverage afforded under such policies will not be canceled or modified until at least thirty (30) days prior written notice has been given to Sellerinsurance.

Access to Documents and the Property. Commencing prior to on the date hereof Commencement Date and continuing to the Closing Date, Seller has and will continue to make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, on-site property files of Seller and Seller’s property manager as well as those files of Seller located at Roseland Property Companymanager, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 if any (other than Confidential Materials). In addition, commencing prior to on the date hereof Commencement Date and continuing to the Closing Date, Seller has and will will, subject, in any event, to the rights of tenants under the Leases, continue to allow Buyer’s Representatives access to the Property upon reasonable prior notice at reasonable times provided (a) such access to the Property shall be during normal working hours upon at least one business day’s notice to Seller and/or Seller’s agent, Xxxx Xxxxx, Phone: 000-000-0000; Fax: 000-000-0000; (b) Buyer shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting Due Diligence at the Property; (c) Buyer’s access and investigations shall does not unreasonably interfere with the operation of the Property or the rights of tenants; (db) Buyer shall coordinate with Seller and Seller’s property manager prior to and during each visit to the Property by any Buyer’s Representatives and representatives of Seller shall accompany Buyer’s Representatives during each such visit; (c) Buyer’s Representatives shall not contact any tenant of the Property without Seller’s prior written consent, which Seller may withhold in Seller; (d) after the expiration of the Due Diligence Period Buyer’s sole discretionRepresentatives shall not be permitted to perform any further testing or other physical evaluation of the Property prior to Closing; and (e) no invasive or destructive testing shall be conducted without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion, and Seller or its designated representatives representative shall have the right to pre-approve and be present during any physical testing of the Property by Buyer. Property; and (f) in no event shall Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. or any Buyer shall repair promptly Representatives conduct or perform any physical damage to invasive testing at the Property caused by its Due Diligence and shall restore the Property to substantially the condition as it existed immediately prior to such Due Diligence. Buyer shall indemnify, defend, and hold each of the Seller Parties harmless from and against, any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations, of any kind or nature whatsoever (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer’s Representatives at any time prior to Closing; provided, however, that Buyer’s obligations under the foregoing indemnity shall not apply to the discovery of a pre-existing environmental or physical condition at the Property. Buyer shall obtain and maintain Commercial General Liability Insurance on an “occurrence” basis, covering Buyer’s activities on or about the Property, including (i) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article 4), against claims for bodily injury, personal injury (with employee and contractual exclusions deleted), property damage and death, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence, and in aggregate, with aggregate limits of liability applying separately to Products/Completed Operations and all other general liability coverages combined. Each liability policy shall be written on an “occurrence” basis, if available. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Buyer’s first access to the Property. Any such “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the date of this Agreement. Buyer, upon Seller’s written request, shall furnish Seller with (a) certificates showing that all insurance is being maintained as required herein, and (b) endorsements naming the following entities as additional insureds under such policies: Seller and Seller’s Broker. Within ten (10) days after Seller’s written request, Buyer shall furnish Seller with a copy of all policies of insurance being maintained as required herein (including, without limitation, the exclusions and endorsements any “Phase II” environmental testing. Buyer shall have no obligation to each such policy) and a letter from the carrier(s) of such policies certifying that such copies constitute true and complete provide Seller copies of such policies. If any such insurance policy expires before the termination of Buyer’s obligation Reports, but Buyer shall not deliver to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders not less than fifteen (15) days prior to such expiration together with evidence copies of the payment of premiums thereon. Each such certificate of insurance shall contain a provision that the coverage afforded under such policies will not be canceled or modified until at least thirty (30) days prior written notice has been given to Seller.any Buyer’s Reports unless

Access to Documents and the Property. Commencing prior to Within three (3) days of the date hereof and continuing to the Closing Commencement Date, Seller has and will continue to make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, the Property Documents and on-site property files of Seller and Seller’s property manager as well as those files of Seller located at Roseland Property Company, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (other than Confidential Materials). In addition, commencing prior to the date hereof Commencement Date and continuing to the Closing Date, Seller has and will continue to allow Buyer’s Representatives access to the Property upon reasonable prior notice at reasonable times provided (a) such access to the Property shall be during normal working hours upon at least one business day’s notice to Seller and/or Seller’s agent, Xxxx Xxxxx, Phone: 000-000-0000; Fax: 000-000-0000; (b) Buyer shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting Due Diligence at the Property; (c) Buyer’s access and investigations shall does not unreasonably interfere with the operation of the Property or the rights of tenants; (db) Buyer shall coordinate with Seller and Seller’s property manager prior to and during each visit to the Property by any Buyer’s Representatives and representatives of Seller shall accompany Buyer’s Representatives during each such visit; (c) Buyer’s Representatives shall not contact any tenant of the Property without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion; and (ed) no invasive or destructive testing shall be conducted without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion, and Seller or its designated representatives representative shall have the right to pre-approve and be present during any physical testing of the Property by BuyerProperty. Buyer shall deliver promptly to Seller copies of all Buyer’s ReportsReports without any representations or warranties, express or implied, as to their accuracy or completeness. Buyer shall repair promptly any physical damage to the Property caused by its Due Diligence and shall restore immediately return the Property to substantially the condition as it existed immediately existing prior to any tests and inspections. Prior to such Due Diligence. Buyer shall indemnify, defend, and hold each of the Seller Parties harmless from and against, time as any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations, of any kind or nature whatsoever (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer’s Representatives at any time prior to Closing; provided, however, that Buyer’s obligations under the foregoing indemnity shall not apply to the discovery of a pre-existing environmental or physical condition at the Property. Buyer shall obtain and maintain Commercial General Liability Insurance on an “occurrence” basis, covering Buyer’s activities on or about enter the Property, including Buyer shall (i) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (obtain policies of general liability insurance which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article 4), against claims for bodily injury, personal injury (insure Buyer’s Representatives with employee and contractual exclusions deleted), property damage and death, with a combined single limit liability insurance limits of not less than One Million Dollars ($1,000,000) per occurrence, 2,000,000 combined single limit for personal injury and in aggregate, with aggregate limits of liability applying separately to Products/Completed Operations property damage and all other general liability coverages combined. Each liability policy shall be written on an “occurrence” basis, if available. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Buyer’s first access to the Property. Any such “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the date of this Agreement. Buyer, upon Seller’s written request, shall furnish Seller with (a) certificates showing that all insurance is being maintained as required herein, and (b) endorsements naming the following entities as additional insureds under such policies: name Seller and Seller’s Broker. Within ten property manager as additional insureds and which are with such insurance companies, provide such coverages and carry such other limits as Seller shall reasonably require, and (10ii) days after Seller’s written request, Buyer shall furnish provide Seller with a copy certificates of all insurance evidencing that Buyer has obtained the aforementioned policies of insurance being maintained as required herein (including, without limitation, the exclusions and endorsements to each such policy) and a letter from the carrier(s) of such policies certifying that such copies constitute true and complete copies of such policies. If any such insurance policy expires before the termination of Buyer’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders not less than fifteen (15) days prior to such expiration together with evidence of the payment of premiums thereon. Each such certificate of insurance shall contain a provision that the coverage afforded under such policies will not be canceled or modified until at least thirty (30) days prior written notice has been given to Sellerinsurance.

Access to Documents and the Property. Commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, on-site property all books, records and files of Seller and Seller’s property manager as well as those files of Seller located at Roseland the management agent for the Property Company, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 related to the Property (other than Confidential Materials), which are located (i) on-site at the Property, (ii) at the office of Seller’s property manager, and (iii) at the office of Seller and Seller’s asset manager. In addition, commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to allow Buyer’s Representatives access to the Property upon reasonable prior notice at reasonable times provided (a) such access to the Property shall be during normal working hours upon at least one business day’s notice to Seller and/or Seller’s agent, Xxxx Xxxxx, Phone: 000-000-0000; Fax: 000-000-0000; (b) Buyer shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting Due Diligence at the Property; (c) Buyer’s access and investigations shall does not unreasonably interfere with the operation of the Property or the rights of tenants; (db) Buyer shall not coordinate with Seller and Seller’s Property Manager prior to and during each visit to the Property by any Buyer’s Representatives, and representatives of Seller shall accompany Buyer’s Representatives during each such visit; (c) Buyer’s Representatives may only contact any tenant tenants of the Property without Seller’s if Seller receives at least three (3) Business Days prior written consent, which notice of the intended contact and Seller may withhold in Selleris entitled to have a representative present when any Buyer’s sole discretionRepresentatives has any such contact; and (ed) no invasive or destructive testing shall be conducted without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion, and Seller or its designated representatives representative shall have the right to pre-approve and be present during any physical testing of the Property by (which right of approval shall be exercised reasonably, and with Seller to cooperate with respect to any such request and not unreasonably withhold, condition or delay Seller’s consent to such inspection if Buyer’s consultants have recommended such testing, but Buyer acknowledging that certain physical testing may, under certain circumstances, not be indicated and that Seller’s consultants may offer different opinions with respect to any suggested need for such testing; notwithstanding the foregoing, Seller acknowledges and agrees that standard non-invasive testing and gathering of samples of asbestos, lead paint, drinking water and radon for a customary Phase I Environmental Study shall be permitted). Buyer shall deliver promptly to Seller copies of all Buyer’s ReportsReports ; provided, however, that Buyer shall not have any obligation to deliver a copy of any Buyer’s Report if doing so would violate Buyer’s agreements with third parties. Buyer shall repair promptly any physical damage to the Property caused by its Due Diligence and shall restore immediately return such portions of the Property to substantially the condition as it existed existing immediately prior to such Buyer’s Due Diligence. Buyer shall indemnify, defend, and hold each of the Seller Parties harmless from and against, Prior to such time as any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations, of any kind or nature whatsoever (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer’s Representatives at any time prior to Closing; provided, however, that Buyer’s obligations under the foregoing indemnity shall not apply to the discovery of a pre-existing environmental or physical condition at the Property. Buyer shall obtain and maintain Commercial General Liability Insurance on an “occurrence” basis, covering Buyer’s activities on or about enter the Property, including Buyer shall (iA) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (obtain policies of general liability insurance which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article 4), against claims for bodily injury, personal injury (insure Buyer’s Representatives with employee and contractual exclusions deleted), property damage and death, with a combined single limit liability insurance limits of not less than One Million Dollars ($1,000,000) per occurrence, 1,000,000 combined single limit for personal injury and in aggregate, with aggregate limits of liability applying separately to Products/Completed Operations property damage and all other general liability coverages combined. Each liability policy shall be written on an “occurrence” basis, if available. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Buyer’s first access to the Property. Any such “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the date of this Agreement. Buyer, upon Seller’s written request, shall furnish Seller with (a) certificates showing that all insurance is being maintained as required herein, and (b) endorsements naming the following entities as additional insureds under such policies: name Seller and Seller’s Broker. Within ten Property Manager as additional insureds and which are with such insurance companies, provide such coverages and carry such other limits as Seller shall reasonably require, and (10B) days after Seller’s written request, Buyer shall furnish provide Seller with a copy certificates of all insurance evidencing that Buyer has obtained the aforementioned policies of insurance being maintained as required herein (including, without limitation, the exclusions and endorsements to each such policy) and a letter from the carrier(s) of such policies certifying that such copies constitute true and complete copies of such policies. If any such insurance policy expires before the termination of Buyer’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders not less than fifteen (15) days prior to such expiration together with evidence of the payment of premiums thereon. Each such certificate of insurance shall contain a provision that the coverage afforded under such policies will not be canceled or modified until at least thirty (30) days prior written notice has been given to Sellerinsurance.

Access to Documents and the Property. Commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, on-site property all books, records and files of Seller and Seller’s property manager as well as those files of Seller located at Roseland Property the Company, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 the Receiver and of the Property Manager (other than Confidential Materials) that pertain to the Property, including without limitation, the Contracts, utility bills and financial statements from April 2012 through the Closing Date (provided, however, that if such financial statements are not available on the Closing Date, Seller shall provide copies within 45 days of Closing), which are located (i) on-site at the Property, (ii) at the office of Property Manager, and (iii) at the office of Seller. In addition, commencing prior to the date hereof and continuing to the Closing Date, Seller has and will continue to cause the Company to allow Buyer’s Representatives access to the Property upon reasonable prior notice at reasonable times to perform Buyer’s Due Diligence, provided (a) such access to the Property shall be during normal working hours upon at least one business day’s notice to Seller and/or Seller’s agent, Xxxx Xxxxx, Phone: 000-000-0000; Fax: 000-000-0000; (b) Buyer shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting Due Diligence at the Property; (c) Buyer’s access and investigations shall does not unreasonably interfere with the operation of the Property or the rights of tenants; (db) Buyer shall coordinate with Seller, the Company and Property Manager prior to and during each visit to the Property by any Buyer’s Representative and representatives of Seller shall accompany Buyer’s Representatives during each such visit; (c) Buyer’s Representatives shall not contact any tenant of the Property without Seller’s or the Company’s prior written consent, which Seller may withhold in Seller’s sole discretion; and (ed) no invasive or destructive testing shall be conducted without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion, and Seller or its the Company or their designated representatives representative shall have the right to pre-approve and be present during any physical testing of the Property by BuyerProperty. Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. Buyer shall repair promptly any physical damage to the Property caused by its Due Diligence and shall restore immediately return the Property to substantially the condition as it existed immediately existing prior to any tests and inspections. Prior to such Due Diligence. time as Buyer shall indemnify, defend, and hold each or any of the Seller Parties harmless from and against, any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations, of any kind or nature whatsoever (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer’s Representatives at any time prior to Closing; provided, however, that Buyer’s obligations under the foregoing indemnity shall not apply to the discovery of a pre-existing environmental or physical condition at the Property. Buyer shall obtain and maintain Commercial General Liability Insurance on an “occurrence” basis, covering Buyer’s activities on or about enter the Property, including Buyer shall (i) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (obtain policies of general liability insurance which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article 4), against claims for bodily injury, personal injury (insure Buyer’s Representatives with employee and contractual exclusions deleted), property damage and death, with a combined single limit liability insurance limits of not less than One Million Dollars ($1,000,000) per occurrence1,000,000 combined single limit for personal injury and property damage and name the Company and Property Manager as additional insureds and which are with such insurance companies, provide such coverages and in aggregate, with aggregate carry such other limits of liability applying separately to Products/Completed Operations and all other general liability coverages combined. Each liability policy as Seller shall be written on an “occurrence” basis, if available. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Buyer’s first access to the Property. Any such “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the date of this Agreement. Buyer, upon Seller’s written request, shall furnish Seller with (a) certificates showing that all insurance is being maintained as required hereinreasonably require, and (bii) endorsements naming the following entities as additional insureds under such policies: Seller and Seller’s Broker. Within ten (10) days after Seller’s written request, Buyer shall furnish provide Seller with a copy certificates of all insurance evidencing that Buyer has obtained the aforementioned policies of insurance being maintained as required herein (including, without limitation, the exclusions and endorsements to each such policy) and a letter from the carrier(s) of such policies certifying that such copies constitute true and complete copies of such policies. If any such insurance policy expires before the termination of Buyer’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders not less than fifteen (15) days prior to such expiration together with evidence of the payment of premiums thereon. Each such certificate of insurance shall contain a provision that the coverage afforded under such policies will not be canceled or modified until at least thirty (30) days prior written notice has been given to Sellerinsurance.