Common use of Conduct of Due Diligence Clause in Contracts

Conduct of Due Diligence. Buyer shall at all times conduct such due diligence in compliance with applicable laws and the terms of the Tenant Leases, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property or any tenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, or so as not to interfere with the operation or use of the Property (and including not interfering with or disturbing the operations or occupancy of any tenant at the Property), and Buyer shall indemnify, defend and hold Seller and the Property harmless from and against any such liability, damage, loss, cost or expense (the foregoing obligation surviving any termination of this Agreement). Buyer shall conduct its investigations, reviews and examinations of the Property solely during normal business hours (unless otherwise approved in writing by Seller) and upon at least two (2) business days’ prior written notice to Seller (provided, however, that Seller acknowledges that Buyer has conducted due diligence inspections on January 4, 2006, and that with respect to such inspection, Buyer has delivered to Seller all required notice). Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer: (a) make any intrusive physical testing or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like), or disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property, without Seller’s express written consent in its sole and absolute discretion the granting of such consent shall include the right to disclose such results to Buyer’s lenders and attorneys; (b) contact any tenant of the Property without Seller’s express written or verbal consent to conduct a pre-scheduled appointment to be made by Seller; or (c) contact any governmental or quasi-governmental authority having jurisdiction over the Property without Seller’s express written consent in its sole and absolute discretion. Notwithstanding the foregoing, Buyer shall have the right to conduct a Phase I environmental investigation at the Property, provided that Seller shall have provided its prior written consent and approval, not to be unreasonably withheld, as to each of the following: (i) the contractor who will be conducting such testing; (ii) such contractor’s insurance coverage; and (iii) the scope and nature of the testing to be performed by such contractor. Seller shall have the right, at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually agreeable time to Buyer and Seller. At Seller’s written request, Buyer shall promptly deliver to Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party; provided, however, that such documents shall be delivered subject to the terms thereof (including any agreement relating to the preparation of the same) and without any representation or warranty of Buyer to Seller as to the accuracy of the information contained therein. In the event of any termination of this Agreement, Buyer shall return all documents and other materials furnished by Seller or Seller’s representatives, agents, attorneys or brokers hereunder. Buyer shall keep all information regarding the contemplated sale of the Property and the proposed terms thereof, and data received or discovered in connection with any of the interviews, inspections, reviews or examinations, strictly confidential in accordance with Section 11H; provided that Seller agrees that Buyer may disclose the contemplated sale of the Property to Seller’s current parking garage operator in connection with Buyer’s negotiation of a parking operation agreement with such parking operator as long as Buyer instructs such parking operator to keep confidential such contemplated sale.

Conduct of Due Diligence. Buyer hereby joins in the execution as “Reviewer” of that certain Access Agreement between Seller and LaSalle Investment Management, Inc., a Maryland corporation, dated as of November 2, 2015 (the “Access Agreement”). Buyer shall at all times conduct such due diligence in compliance with with, and subject to, applicable laws and the terms of the Tenant Leases, and pursuant to and in accordance with the Access Agreement, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property Property, or any tenants, subtenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, or and so as not to materially interfere with the operation or use of the Property (and including so as not interfering to materially interfere with or disturbing disturb the operations or occupancy of any tenant tenants and subtenants at the Property), and Buyer shall indemnify, defend and hold Seller, the “Seller Parties” (as hereinafter defined) and the Property harmless from and against any such liability, damage, loss, cost or expense (the foregoing obligation surviving any termination of this AgreementAgreement or the Closing, as applicable). Subject to the terms of the Tenant Leases and the Access Agreement, Buyer shall conduct its investigations, reviews and examinations of the Property solely at agreed upon 7 times during normal business hours (unless otherwise approved in writing by Seller) on business days and upon at least two (2) business days’ prior receipt of reasonably advance written notice to Seller (provided, however, that Seller acknowledges that Buyer has conducted due diligence inspections on January 4, 2006, and that with respect to such inspection, Buyer has delivered to Seller all required notice)Seller. Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer: , in each case, without Seller’s express written consent in its sole and absolute discretion, (a) allow, conduct or make any intrusive physical testing testing, inspection or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like), or ; (b) disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property, without Seller’s express written consent in its sole and absolute discretion the granting of such consent shall include the right to disclose such results to Buyer’s lenders and attorneys; (bc) contact any tenant or subtenant of the Property without Seller’s express written or verbal consent Property, unless such tenant interview is conducted pursuant to conduct a pre-pre scheduled appointment to be made by SellerSeller at a time mutually and reasonably agreed between Seller and Buyer; or (cd) contact any governmental or quasi-governmental authority having jurisdiction over the Property without Seller’s express written consent in its sole and absolute discretion. Notwithstanding the foregoing, Buyer shall have the right (other than contact necessary to conduct obtain a Phase I environmental investigation at the Property, provided that Seller shall have provided its prior written consent and approval, not to be unreasonably withheld, as to each of the following: (i) the contractor who will be conducting such testing; (ii) such contractor’s insurance coverage; and (iii) the scope and nature of the testing to be performed by such contractorzoning compliance letter). Seller shall have the right, at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually agreeable time to Buyer and Seller. At Seller’s written request, Buyer shall promptly deliver to Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party; provided, however, that such documents shall be delivered subject to the terms thereof (including any agreement relating to the preparation of the same) and without any representation or warranty of Buyer to Seller as to the accuracy of the information contained therein. In the event of any termination of this Agreement, Buyer shall shall, within one (1) business day of such termination (i) return all documents and other materials furnished by Seller or Seller’s representatives, agents, attorneys or brokers hereunderrelating to the Property and (ii) deliver to Seller true, accurate and complete copies of any written reports prepared for or on behalf of Buyer by any third party in connection with Buyer’s due diligence activities, without representation or warranty of any kind. Buyer shall keep all information regarding the contemplated sale of the Property and the proposed terms thereof, and data received or discovered in connection with any of the interviews, inspections, reviews or examinations, examinations strictly confidential in accordance with the “Confidentiality Agreement” (as defined in the Access Agreement) and Section 11H; provided that Seller agrees that Buyer may disclose 11H. The provisions of this Section 5C shall survive the contemplated sale Closing or any earlier termination of the Property to Seller’s current parking garage operator in connection with Buyer’s negotiation of a parking operation agreement with such parking operator as long as Buyer instructs such parking operator to keep confidential such contemplated sale.this Agreement. (1)

Conduct of Due Diligence. Buyer hereby joins in the execution as “Reviewer” of that certain Access Agreement between Seller and LaSalle Investment Management, Inc., a Maryland corporation, dated as of November 2, 2015 (the “Access Agreement”). Buyer shall at all times conduct such due diligence in compliance with with, and subject to, applicable laws and the terms of the Tenant Leases, and pursuant to and in accordance with the Access Agreement, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property Property, or any tenants, subtenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, or and so as not to materially interfere with the operation or use of the Property (and including so as not interfering to materially interfere with or disturbing disturb the operations or occupancy of any tenant tenants and subtenants at the Property), and Buyer shall indemnify, defend and hold Seller, the “Seller Parties” (as hereinafter defined) and the Property harmless from and against any such liability, damage, loss, cost or expense (the foregoing obligation surviving any termination of this AgreementAgreement or the Closing, as applicable). Subject to the terms of the Tenant Leases and the Access Agreement, Buyer shall conduct its investigations, reviews and examinations of the Property solely at agreed upon times during normal business hours (unless otherwise approved in writing by Seller) on business days and upon at least two (2) business days’ prior receipt of reasonably advance written notice to Seller (provided, however, that Seller acknowledges that Buyer has conducted due diligence inspections on January 4, 2006, and that with respect to such inspection, Buyer has delivered to Seller all required notice)Seller. Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer: , in each case, without Seller’s express written consent in its sole and absolute discretion, (a) allow, conduct or make any intrusive physical testing testing, inspection or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like), or ; (b) disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property, without Seller’s express written consent in its sole and absolute discretion the granting of such consent shall include the right to disclose such results to Buyer’s lenders and attorneys; (bc) contact any tenant or subtenant of the Property without Seller’s express written or verbal consent Property, unless such tenant interview is conducted pursuant to conduct a pre-pre scheduled appointment to be made by SellerSeller at a time mutually and reasonably agreed between Seller and Buyer; or (cd) contact any governmental or quasi-governmental authority having jurisdiction over the Property without Seller’s express written consent in its sole and absolute discretion. Notwithstanding the foregoing, Buyer shall have the right (other than contact necessary to conduct obtain a Phase I environmental investigation at the Property, provided that Seller shall have provided its prior written consent and approval, not to be unreasonably withheld, as to each of the following: (i) the contractor who will be conducting such testing; (ii) such contractor’s insurance coverage; and (iii) the scope and nature of the testing to be performed by such contractorzoning compliance letter). Seller shall have the right, at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually agreeable time to Buyer and Seller. At Seller’s written request, Buyer shall promptly deliver to Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party; provided, however, that such documents shall be delivered subject to the terms thereof (including any agreement relating to the preparation of the same) and without any representation or warranty of Buyer to Seller as to the accuracy of the information contained therein. In the event of any termination of this Agreement, Buyer shall shall, within one (1) business day of such termination (i) return all documents and other materials furnished by Seller or Seller’s representatives, agents, attorneys or brokers hereunderrelating to the Property and (ii) deliver to Seller true, accurate and complete copies of any written reports prepared for or on behalf of Buyer by any third party in connection with Buyer’s due diligence activities, without representation or warranty of any kind. Buyer shall keep all information regarding the contemplated sale of the Property and the proposed terms thereof, and data received or discovered in connection with any of the interviews, inspections, reviews or examinations, examinations strictly confidential in accordance with the “Confidentiality Agreement” (as defined in the Access Agreement) and Section 11H; provided that Seller agrees that Buyer may disclose 11H. The provisions of this Section 5C shall survive the contemplated sale Closing or any earlier termination of the Property to Seller’s current parking garage operator in connection with Buyer’s negotiation of a parking operation agreement with such parking operator as long as Buyer instructs such parking operator to keep confidential such contemplated salethis Agreement.

Conduct of Due Diligence. Buyer shall at all times conduct such due diligence in compliance with with, and subject to, applicable laws and the terms of the Tenant LeasesLeases and this 2890904.5 8 Section 5, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Sellerthe Property, the Property or any tenants, subtenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, or and so as not to materially interfere with the operation or use of the Property (and including so as not interfering to materially interfere with or disturbing disturb the operations or occupancy of any tenant tenants and subtenants at the Property). Subject to the terms of the Tenant Leases and this Section 5, and Buyer shall indemnify, defend and hold Seller and the Property harmless from and against any such liability, damage, loss, cost or expense (the foregoing obligation surviving any termination of this Agreement). Buyer shall conduct its investigations, reviews and examinations of the Property solely at agreed upon times during normal business hours on business days (unless otherwise approved in writing by Seller) and upon at least two (2) business days’ prior receipt of reasonably advance written notice to Seller (provided, however, that Seller acknowledges that Buyer has conducted due diligence inspections on January 4, 2006, and that with respect to such inspection, Buyer has delivered to Seller all required notice)Seller. Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer: , in each case, without obtaining Seller’s express written consent in its sole and absolute discretion, (a) allow, conduct or make any intrusive physical testing testing, inspection or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like), or ; (b) disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property, without Seller’s express written consent in its sole and absolute discretion the granting of such consent shall include the right to disclose such results Property prior to Buyer’s lenders and attorneysacquisition of the Property except in compliance with this Agreement; (bc) contact any tenant or subtenant of the Property without Seller’s express written or verbal consent to conduct a pre-scheduled appointment to be made by SellerProperty; or (cd) contact any governmental or quasi-governmental authority having jurisdiction over the Property without Seller’s express written consent in its sole and absolute discretion(other than contact necessary to obtain a zoning compliance letter or report or confirm a lack of any building code violations). Notwithstanding the foregoing, Buyer shall have to the right extent contact with any governmental or quasi-governmental authority having jurisdiction over the Property is necessary in order to conduct obtain a property condition report or a Phase I environmental investigation at the Propertysite assessment, provided that Seller Buyer may contact such governmental or quasi-governmental authority after obtaining Seller’s express written consent, which consent shall have provided its prior written consent and approval, not to be unreasonably withheld, as to each of the following: (i) the contractor who will be conducting such testing; (ii) such contractor’s insurance coverage; and (iii) the scope and nature of the testing to be performed by such contractorconditioned or delayed. Seller shall have the right, at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually and reasonably agreeable time to Buyer and Seller. At Seller’s written request, Buyer shall promptly deliver to Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party; provided, however, that such documents shall be delivered subject to the terms thereof (including any agreement relating to the preparation of the same) and without any representation or warranty of Buyer to Seller as to the accuracy of the information contained therein. In the event of any termination of this Agreement, Buyer shall return all documents and other materials furnished by Seller or shall, upon Seller’s representativeswritten request therefor, agents, attorneys deliver to Seller copies of any written reports prepared for or brokers hereunder. on behalf of Buyer shall keep all information regarding the contemplated sale of the Property and the proposed terms thereof, and data received or discovered in connection with by any of the interviews, inspections, reviews or examinations, strictly confidential in accordance with Section 11H; provided that Seller agrees that Buyer may disclose the contemplated sale of the Property to Seller’s current parking garage operator third party in connection with Buyer’s negotiation due diligence activities (“Buyer Reports”); provided, however, that (a) Buyer shall not be deemed to make any representation to Seller regarding the accuracy, completeness, methodology or current status of such Buyer Reports, (b) Buyer shall not be deemed to assume any liability with respect to any matter or information referred to or contained in such Buyer Reports, and (c) Buyer shall be reimbursed for all reasonable, out-of-pocket costs and/or expenses incurred by Buyer or Buyer’s Representatives in obtaining such Buyer Reports (collectively, “Buyer’s Expenses”). Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer and “Buyer’s Representatives” (as defined below) shall keep the terms of this Agreement, the transactions contemplated hereby and all data and information discovered, obtained or generated with respect to the purchase, sale, construction, operation and management of the Property, whether discovered, obtained or generated before or after the Effective Date, including, without limitation, all analyses, compilations, forecasts, studies, financial statements, agreements or other documents or materials, as well as all copies of the foregoing, whether prepared by or on behalf of or at the direction of Buyer or Buyer’s Representatives, that contain or otherwise reflect such information or Buyer’s review of, or interest in, the Property or any purchase, sale, construction, operation or management of the Property (collectively, “Internal Documents”), strictly confidential in 2890904.5 9 accordance with this Section 5C and shall not use such terms, data or information for purposes unrelated to this Agreement or disclose the same to others except as expressly permitted hereunder. The preceding sentence shall not be construed to prevent Buyer from disclosing to Buyer’s Representatives such data and information required to perform their designated tasks in connection with Buyer’s inspection of the Property, provided Buyer advises any such party of the confidential nature of the information disclosed, instructs such party to treat such information as confidential as required by this Section 5C. Buyer shall be liable for any failure on the part of Buyer or Buyer’s Representatives to comply with Buyer’s obligations under this Section 5C. However, neither Buyer nor Buyer’s Representatives shall have this obligation concerning information which: (a) is published or becomes publicly available or was independently developed by Buyer or Buyer’s Representatives through no violation of any obligation of confidentiality of either Buyer or Buyer’s Representatives under this Agreement; (b) is received from a third party that Buyer reasonably and in good faith concludes is not prohibited from making such disclosure by any contractual, legal, or fiduciary obligation; (c) is released from confidential treatment by the written consent of Seller; (d) is required to be disclosed in any securities filings with or disclosures to the Securities and Exchange Commission; or (e) is used by Buyer or Buyer’s Representatives in the ownership or operation of the Property after the Closing Date, except that Buyer and Buyer’s Representatives shall maintain the confidentiality of Seller’s Proprietary Materials and Seller’s operating statements after the Closing Date. If any law, regulation, order, subpoena or governmental authority requests or requires Buyer or any of Buyer’s Representatives to disclose all or any portion of the terms, data or information required to be kept confidential hereunder, Buyer shall, to the extent legally permissible, (i) provide Seller with prompt written notice of any such request or requirement in order to afford Seller time either to seek an appropriate protective order or other reliable remedy or assurance that confidential treatment will be accorded to the requested terms, data or information or to waive compliance with this Section 5C and (ii) prior to the disclosure by Buyer or Buyer’s Representatives of any of the requested terms, data or information, Buyer shall, and shall cause Buyer’s Representatives to, cooperate with Seller in a reasonable manner, and in no event oppose any efforts by Seller, in obtaining such protective order or other reliable remedy or assurance. If no such protective order or other remedy or assurance is obtained, or if Seller waives compliance with this Section 5C in writing, then Buyer or Buyer’s Representatives, as the case may be, may disclose only that portion of the requested terms, data or information that, in the reasonable opinion of its legal counsel, is legally required to be disclosed, and shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the disclosed terms, data or information and will preserve the confidentiality of the remainder of the terms, data or information required to be kept confidential hereunder. Buyer shall inform Seller of the proposed disclosure and shall consider the suggestions of Seller concerning the nature and scope of the information Buyer proposes to disclose. In the event this Agreement is terminated, Buyer shall promptly destroy or return to Seller any documents, schedules, exhibits or other written information obtained from Seller or any “Seller Party” (as defined below) in connection with this Agreement or the transactions contemplated hereby and shall destroy all Internal Documents. In the event of a parking operation agreement breach or threatened breach by Buyer or Buyer’s Representatives of this Section 5C, Seller shall be irreparably and immediately harmed and shall be entitled to equitable relief, including an injunction restraining Buyer from disclosing, in whole or in part, such confidential terms, data or information. Nothing herein shall be construed as prohibiting Seller from pursuing any other available remedy at law or in equity for such breach or threatened breach. Buyer acknowledges 2890904.5 10 that, except as may otherwise be expressly set forth in this Agreement or in the “Closing Documents” (as defined below), neither Seller nor any Seller Parties make any warranty or representation regarding the any information obtained from Seller or any Seller Party in connection with such parking operator as long as Buyer instructs such parking operator to keep confidential such this Agreement or the transactions contemplated salehereby or any other information disclosed by Seller or any Seller Parties. The provisions of this Section 5C shall survive the Closing or any earlier termination of this Agreement.

Conduct of Due Diligence. Buyer Subject to all of the terms, conditions and restrictions set forth in this Agreement, Purchaser and the Purchaser Consultants shall be entitled, at all times conduct such due diligence in compliance with applicable laws Purchaser’s sole cost and expense, to: (a) subject to the terms of the Tenant LeasesGround Lease, enter onto the Property, during normal business hours and upon reasonable advance (but in a manner so as not no event less than one (1) business day) e-mail notice to cause liabilityXxxx Xxxxxxxx (tel: 000-000-0000, damageemail: xxxx@xxxxxxxxxxxxxx.xxx) and Xxx Xxxxx (tel: 000-000-0000, lossemail: xxxxxx@xxxxxxxxxxxxxx.xxx) to perform any inspections, cost or expense to Sellerinvestigations, any lender of Seller, the Property or any tenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, or so as not to interfere with the operation or use studies and tests of the Property (including physical, structural, mechanical, architectural, engineering, soils, geotechnical and including not interfering with or disturbing the operations or occupancy of any tenant at the Propertyenvironmental tests), and Buyer shall indemnify, defend and hold Seller and the Property harmless from and against any such liability, damage, loss, cost or expense (the foregoing obligation surviving any termination of this Agreement). Buyer shall conduct its investigations, reviews and examinations of the Property solely during normal business hours (unless otherwise approved in writing by Seller) and upon at least two (2) business days’ prior written notice to Seller (provided, however, that Seller acknowledges that Buyer has conducted due diligence inspections on January 4, 2006, and that with respect to such inspection, Buyer has delivered to Seller all required notice). Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer: (a) make any intrusive physical testing or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like), or disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property, without Seller’s express written consent in its sole and absolute discretion the granting of such consent shall include the right to disclose such results to Buyer’s lenders and attorneys; (b) contact review all Due Diligence Materials; and (c) perform such other investigations with respect to the Property as Purchaser may desire (Purchaser’s and the Purchaser Consultants’ inspections, investigations, studies and testing described in clauses (a) through (c), collectively, the “Inspections”); provided that Purchaser shall not (and Purchaser shall not permit any tenant Person acting on behalf of Purchaser to) perform any physically invasive testing (including any Phase II environmental assessment) of any portion of the Property without first (i) submitting to Seller a reasonably detailed description of the scope of such testing and (ii) obtaining the prior written consent of Seller for such testing, in Seller’s express written or verbal consent to conduct a pre-scheduled appointment to be made by Seller; or (c) contact any governmental or quasi-governmental authority having jurisdiction over the Property without Seller’s express written consent in its sole and absolute discretion. Notwithstanding the foregoing, Buyer Purchaser shall have the right to conduct a Phase I environmental investigation at the Property, provided that Seller shall have provided its prior written consent and approval, not elect to be unreasonably withheld, assume as to each of the following: (i) the contractor who will be conducting such testing; (ii) such contractor’s insurance coverage; and (iii) the scope and nature Closing any of the testing Property Contracts by written notice to Xxxxxx delivered no later than expiration of the Inspection Period, and any Property Contracts so assumed shall be performed by such contractordeemed Assigned Contracts. Seller shall have cause any Property Contracts which are not Assigned Contracts to be terminated as of the right, Closing at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews sole cost and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually agreeable time to Buyer and Seller. At Seller’s written request, Buyer shall promptly deliver to Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party; provided, however, that such documents shall be delivered subject to the terms thereof (including any agreement relating to the preparation of the same) and without any representation or warranty of Buyer to Seller as to the accuracy of the information contained therein. In the event of any termination of this Agreement, Buyer shall return all documents and other materials furnished by Seller or Seller’s representatives, agents, attorneys or brokers hereunder. Buyer shall keep all information regarding the contemplated sale of the Property and the proposed terms thereof, and data received or discovered in connection with any of the interviews, inspections, reviews or examinations, strictly confidential in accordance with Section 11H; provided that Seller agrees that Buyer may disclose the contemplated sale of the Property to Seller’s current parking garage operator in connection with Buyer’s negotiation of a parking operation agreement with such parking operator as long as Buyer instructs such parking operator to keep confidential such contemplated saleexpense.