Common use of Purchasers Inspection and Review Rights Clause in Contracts

Purchasers Inspection and Review Rights. (a) Commencing on the Effective Date of this Agreement and subject to the rights of the Tenants (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s full cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property. Purchaser must provide Seller with at least twenty-four (24) hours’ prior notice (which notice may be made by telephone, facsimile or e-mail) of Purchaser’s desire to enter onto the Property to conduct any such surveys, assessments, studies, tests, inspections or examinations, and all such surveys, assessments, studies, tests, inspections and examinations shall be conducted in the presence of Seller or its representative(s) and at reasonable times. Without limiting the foregoing, prior to any entry to perform physically intrusive testing, Purchaser shall give Seller two (2) business days’ prior notice thereof (which notice may be made by telephone, facsimile or e-mail), including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of its disapproval shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s right to conduct the surveys, assessments, studies, tests, inspections and examinations described above shall be subject to the condition that Purchaser shall first have provided Seller with a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail). (b) Purchaser shall maintain or shall cause to be maintained at all times during its entry upon the Property, commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Property, whether or not Seller holds other policies of insurance. A certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Property by Purchaser or its agents, engineers or representatives. (c) Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege (but excluding any liability arising out of the existing environmental condition of the Property or the presence of toxic or hazardous substances thereon and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property), and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege (excluding any damage arising out of a release of existing or in-place hazardous or toxic substances on or under the Property). Purchaser’s obligations as set forth in the preceding sentences shall survive any termination of this Agreement. (d) Within three (3) business days after the Effective Date, Seller shall deliver to Purchaser a copy of all tenant files, tenant credit information, leasing commission agreements, current service and maintenance agreements, maintenance records for HVAC and other equipment and the roof(s) on the Improvements, operating statements for calendar years 2007, 2008, 2009 and year to date 2010, and the most current environmental report in Seller’s possession. Purchaser hereby acknowledges and agrees that Purchaser shall have no right to receive or review any financial or other information regarding Seller or its owners or any internal appraisals, analyses, summaries, reports or other documents generated internally by Seller or its owners. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is three (3) business days after the Effective Date of this Agreement, to the extent the same are in the possession of or under the control of Seller, as-built plans and specifications, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property or relating thereto. At no cost to Seller, Seller shall use commercially reasonable efforts to cause the authors of environmental reports to issue reliance letters addressed to Purchaser and Purchaser’s lender, if any, in form and substance reasonably acceptable to Purchaser. (e) Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one (1) to three (3) years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, and (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller. Purchaser will pay the costs associated with any such audit, including Seller’s internal accounting charges.

Purchasers Inspection and Review Rights. (a) Commencing on the Effective Date effective date of this Agreement and subject to the rights of the Tenants (as hereinafter defined), upon giving reasonable advance notice to Seller's property manager, Purchaser and its agents, engineers, or representatives, with Seller’s full 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the PropertyProperty at all reasonable times and from time to time. Purchaser must provide shall be additionally entitled to conduct interviews with the tenants provided Purchaser has provided Seller with at least twenty-four (24) hours’ prior notice (which notice may be made by telephone, facsimile or e-mail) of Purchaser’s desire to enter onto the Property to conduct any such surveys, assessments, studies, tests, inspections or examinations, and all such surveys, assessments, studies, tests, inspections and examinations shall be conducted in the presence of Seller or its representative(s) and at reasonable times. Without limiting the foregoing, prior to any entry to perform physically intrusive testing, Purchaser shall give Seller two (2) business days’ ' prior notice thereof (which notice may be made by telephoneand the opportunity to attend said meetings. Such privilege shall include the right to make borings and other tests to obtain information necessary to determine surface and subsurface conditions, facsimile provided that such activities do not materially interfere with the rights of Tenants or e-mail), including the identity ongoing operation of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of its disapproval shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s right to conduct the surveys, assessments, studies, tests, inspections and examinations described above shall be subject to the condition that Purchaser shall first have provided Seller with a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail)Property. (b) Purchaser shall maintain or shall cause to be maintained at all times during its entry upon the Property, commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Property, whether or not Seller holds other policies of insurance. A If requested by Seller, a certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Property by Purchaser or its agents, engineers or representatives. (c) Purchaser hereby agrees to indemnify, defend (with counsel selected by Purchaser and reasonably acceptable to Seller) and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such the inspection privilege referred to in Paragraph 4(a) (but excluding any liability arising out of the existing environmental condition of the Property or the presence of toxic or hazardous substances thereon and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property), and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege (excluding any damage arising out of a release of existing or in-place hazardous or toxic substances on or under the Property). Purchaser’s The foregoing indemnification and repair obligations as set forth in the preceding sentences of Purchaser shall survive any the termination of this Agreement. (d) Within three (3) business days after At all reasonable times prior to the Effective DateClosing, Seller shall deliver make available to Purchaser a copy Purchaser, or Purchaser's agents and representatives, at Seller's office in Los Angeles, California for review and copying at Purchaser's expense, all books, records, and files relating to the ownership and operation of all the Property, including, without limitation, title matters, tenant files, tenant credit information, leasing commission agreements, current service and maintenance agreements, maintenance records for HVAC and other equipment and the roof(s) on the Improvements, operating statements for calendar years 2007as-built plans and specifications, 2008environmental reports, 2009 and year to date 2010engineering reports, reports of insurance carriers insuring the Property, and the most current environmental report in Seller’s possession. Purchaser hereby acknowledges and agrees that Purchaser shall have no right to receive or review any financial or other information regarding Seller or its owners or any internal appraisalscontracts, analyses, summaries, reports or other documents generated internally by Seller or its owners. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, operating statements, expense budgets, and files other information relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is three five (35) business days after the Effective Date effective date of this Agreement, to the extent the same are in the possession of or under the control of Seller, as-built plans and specifications, the most current boundary and “as-"as- built” " surveys of the Land and Improvements and any title insurance policies, environmental reports, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property or relating thereto. At no cost or liability to Seller. Seller shall cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to Purchaser, Seller shall use commercially reasonable efforts to cause the authors of environmental reports to issue reliance letters addressed to Purchaser and Purchaser’s 's lender, if any, in form and substance reasonably acceptable to Purchaser, at least five (5) days prior to the expiration of the Inspection Period. Notwithstanding the terms of this Paragraph 4, Seller has not and shall not be required to provide or make available to Purchaser copies of appraisals, building inspection reports, internal financial analysis and calculations, documents protected by the attorney-client or attorney work-product privileges, Seller's formative documents or that of its members or investors (except to the extent required to confirm the authority of Seller to execute this Agreement and consummate the transaction contemplated hereby), or Seller's inter-partner communications. In addition, Purchaser agrees to return to Seller or otherwise destroy all documents provided by Seller to Purchaser relating to the Property if Purchaser or Seller terminates this Agreement, except for documentation retained by Purchaser in connection with any pending or threatened litigation related to such termination or claimed default by Seller or Purchaser. (e) Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one (1) to three (3) years with regard to the Property. At no cost or liability to Seller, Seller shall (i) reasonably cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, and (ii) execute a form of “rep” accounting letter in the form and substance reasonably satisfactory to Sellerattached hereto as Exhibit "N". Purchaser will pay the costs associated with any such audit. (f) To the extent Seller provides Purchaser with any information regarding the Property, including Seller’s internal accounting chargesPurchaser will be solely responsible for evaluating any such information provided by Seller to Purchaser for purposes of determining the suitability of the Property for Purchaser's intended use, and Seller makes no representations or warranties concerning such information. (g) If Purchaser or Seller terminates this Agreement and Seller is not in default of its obligations hereunder, Seller agrees to deliver to Purchaser copies of third-party reports, but excluding appraisals and documents protected by the attorney-client or work-product privileges, within thirty (30) days after the date of termination.

Purchasers Inspection and Review Rights. (a) Commencing on the Effective ---------------------------------------- Date of this Agreement and ending on the Closing Date, and subject to the rights of the Tenants Tenant (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s full 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the PropertyProperty at all reasonable times and from time to time. Purchaser must provide Seller with at least twenty-four (24) hours’ prior notice (which notice may Such privilege shall include the right to make tests, borings, and other tests to obtain information necessary to determine surface and subsurface conditions, provided, however, that no borings shall be made by telephonewithout the advance written consent of Seller, facsimile or e-mail) of Purchaser’s desire to enter onto the Property to conduct any such surveys, assessments, studies, tests, inspections or examinations, and all such surveys, assessments, studies, tests, inspections and examinations which consent shall be conducted in the presence of Seller or its representative(s) and at reasonable times. Without limiting the foregoing, prior to any entry to perform physically intrusive testing, Purchaser shall give Seller two (2) business days’ prior notice thereof (which notice may be made by telephone, facsimile or e-mail), including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of . Seller in its disapproval sole and absolute but reasonable discretion, shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s have the right to conduct approve all consultants conducting any tests as well as the surveys, assessments, studies, tests, inspections and examinations described above shall be subject scope of any invasive testing on the Property prior to the condition that Purchaser shall first have provided Seller with a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail). (b) Purchaser shall maintain or shall cause to be maintained at all times during its entry upon the Property, commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limitconducting such testing. Such policy of insurance privilege shall name Seller as an additional insured, and such policy shall be primary with respect also include the right to the activities of Purchaser and its agents, engineers or representatives at the Property, whether or not Seller holds make any other policies of insurancetests deemed reasonably necessary by Purchaser. A certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Property by Purchaser or its agents, engineers or representatives. (c) Purchaser hereby agrees to indemnify and hold Seller harmless from any liens, claims, liabilities, expenses and damages damages, including, without limitation, reasonable attorney's fees, incurred through the exercise of such privilege (but excluding any liability arising out of the existing environmental condition of the Property or the presence of toxic or hazardous substances thereon and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property)privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege privilege. At all reasonable times prior to the Closing (excluding any damage arising out of a release of existing or in-place hazardous or toxic substances on or under the Propertyas hereinafter defined). Purchaser’s obligations as set forth in the preceding sentences shall survive any termination of this Agreement. (d) Within three (3) business days after the Effective Date, Seller shall deliver make available to Purchaser a copy Purchaser, or Purchaser's agents and representatives, and for copying at Purchaser's expense, all books, records, and files in Seller's possession relating to the ownership and operation of all the Property, including, without limitation, title matters, surveys, tenant files, tenant credit information, leasing commission agreements, current service and maintenance agreements, maintenance records for HVAC and other equipment and the roof(s) on the Improvementscontracts, books, records, operating statements for calendar years 2007, 2008, 2009 and year to date 2010statements, and the most current environmental report in Seller’s possession. Purchaser hereby acknowledges and agrees that Purchaser shall have no right to receive or review any financial or other information regarding Seller or its owners or any internal appraisals, analyses, summaries, reports or other documents generated internally by Seller or its ownersrelating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser Purchaser, at no cost to Seller, in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide copies of any of such books, records, and files as may be reasonably requested by Purchaser, with the copying costs to be borne by Purchaser. Seller further agrees to provide to Purchaser prior to the date which is three five (35) business days after the Effective Date of this Agreement, to the extent the same those items listed on Exhibit "B" hereto which are in the possession of Seller or under which Seller can obtain with a reasonable effort and which have not been previously delivered to Purchaser. Purchaser acknowledges that Seller has provided to Purchaser prior to the control Effective Date, a statement setting forth all revenues from the Property and setting forth all costs and expenses of operating, maintaining, and repairing the Property (and the costs of replacing component parts thereof) incurred by Seller, as-built plans in each case during the period of its ownership. The provisions of this paragraph 4 shall survive the Closing or any termination of this Agreement. Purchaser represents and specificationscovenants that Seller shall not have any liability, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval obligation or responsibility of any association governing kind with respect to the following, unless Seller actually knew that any document was inaccurate, misleading or failed to provide material information: (a) The content or accuracy of any report, study, opinion or conclusion of any soils, toxic, environmental or other engineer or other person or entity who has examined the Property or relating thereto. At no cost to Seller, Seller shall use commercially reasonable efforts to cause the authors any aspect thereof. (b) The content or accuracy of environmental reports to issue reliance letters addressed any information released to Purchaser and Purchaser’s lenderby an engineer or planner in connection with the development of the Property. (c) The availability of building or other permits or approvals for the Property by any state or local governmental bodies with jurisdiction over the Property. (d) The availability or capacity of sewer, if any, in form and substance reasonably acceptable water or other utility connections to Purchaserthe Property. (e) Seller acknowledges that Any of the items delivered to Purchaser may be required by pursuant to Purchaser's review of the Securities and Exchange Commission to file audited financial statements for one (1) to three (3) years with regard to condition of the Property. At no cost . (f) The content or liability accuracy of any other development or construction cost, projection, financial or marketing analysis or other information given to Seller, Purchaser by Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records or reviewed by Purchaser with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, and (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller. Purchaser will pay the costs associated with any such audit, including Seller’s internal accounting chargesProperty.

Purchasers Inspection and Review Rights. (a) Commencing on the Effective Date effective date of this Agreement and subject to the rights of the Tenants (as hereinafter defined), upon giving reasonable advance notice to Seller's property manager, Purchaser and its agents, engineers, or representatives, with Seller’s full 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the PropertyProperty at all reasonable times and from time to time. Purchaser must provide shall be additionally entitled to conduct interviews with the tenants provided Purchaser has provided Seller with at least twenty-four (24) hours’ prior notice (which notice may be made by telephone, facsimile or e-mail) of Purchaser’s desire to enter onto the Property to conduct any such surveys, assessments, studies, tests, inspections or examinations, and all such surveys, assessments, studies, tests, inspections and examinations shall be conducted in the presence of Seller or its representative(s) and at reasonable times. Without limiting the foregoing, prior to any entry to perform physically intrusive testing, Purchaser shall give Seller two (2) business days’ ' prior notice thereof (which notice may be made by telephoneand the opportunity to attend said meetings. Such privilege shall include the right to make borings and other tests to obtain information necessary to determine surface and subsurface conditions, facsimile provided that such activities do not materially interfere with the rights of Tenants or e-mail), including the identity ongoing operation of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of its disapproval shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s right to conduct the surveys, assessments, studies, tests, inspections and examinations described above shall be subject to the condition that Purchaser shall first have provided Seller with a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail)Property. (b) Purchaser shall maintain or shall cause to be maintained at all times during its entry upon the Property, commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Property, whether or not Seller holds other policies of insurance. A If requested by Seller, a certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Property by Purchaser or its agents, engineers or representatives. (c) Purchaser hereby agrees to indemnify, defend (with counsel selected by Purchaser and reasonably acceptable to Seller) and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such the inspection privilege referred to in Paragraph 4(a) (but excluding any liability arising out of the existing environmental condition of the Property or the presence of toxic or hazardous substances thereon and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property), and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege (excluding any damage arising out of a release of existing or in-place hazardous or toxic substances on or under the Property). Purchaser’s The foregoing indemnification and repair obligations as set forth in the preceding sentences of Purchaser shall survive any the termination of this Agreement. (d) Within three (3) business days after At all reasonable times prior to the Effective DateClosing, Seller shall deliver make available to Purchaser a copy Purchaser, or Purchaser's agents and representatives, at Seller's office in Los Angeles, California for review and copying at Purchaser's expense, all books, records, and files relating to the ownership and operation of all the Property, including, without limitation, title matters, tenant files, tenant credit information, leasing commission agreements, current service and maintenance agreements, maintenance records for HVAC and other equipment and the roof(s) on the Improvements, operating statements for calendar years 2007as-built plans and specifications, 2008environmental reports, 2009 and year to date 2010engineering reports, reports of insurance carriers insuring the Property, and the most current environmental report in Seller’s possession. Purchaser hereby acknowledges and agrees that Purchaser shall have no right to receive or review any financial or other information regarding Seller or its owners or any internal appraisalscontracts, analyses, summaries, reports or other documents generated internally by Seller or its owners. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, operating statements, expense budgets, and files other information relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is three five (35) business days after the Effective Date effective date of this Agreement, to the extent the same are in the possession of or under the control of Seller, as-built plans and specifications, the most current boundary and “as-"as- built” " surveys of the Land and Improvements and any title insurance policies, environmental reports, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property or relating thereto. At no cost or liability to Seller, Seller shall cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to Purchaser, Seller shall use commercially reasonable efforts to cause the authors of environmental reports to issue reliance letters addressed to Purchaser and Purchaser’s 's lender, if any, in form and substance reasonably acceptable to Purchaser, at least five (5) days prior to the expiration of the Inspection Period. Notwithstanding the terms of this Paragraph 4, Seller has not and shall not be required to provide or make available to Purchaser copies of appraisals, building inspection reports, internal financial analysis and calculations, documents protected by the attorney-client or attorney work-product privileges, Seller's formative documents or that of its members or investors (except to the extent required to confirm the authority of Seller to execute this Agreement and consummate the transaction contemplated hereby), or Seller's inter-partner communications. In addition, Purchaser agrees to return to Seller or otherwise destroy all documents provided by Seller to Purchaser relating to the Property if Purchaser or Seller terminates this Agreement, except for documentation retained by Purchaser in connection with any pending or threatened litigation related to such termination or claimed default by Seller or Purchaser. (e) Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one (1) to three (3) years with regard to the Property. At no cost or liability to Seller, Seller shall (i) reasonably cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, and (ii) execute a form of “rep” accounting letter in the form and substance reasonably satisfactory to Sellerattached hereto as Exhibit "N". Purchaser will pay the costs associated with any such audit. (f) To the extent Seller provides Purchaser with any information regarding the Property, including Seller’s internal accounting chargesPurchaser will be solely responsible for evaluating any such information provided by Seller to Purchaser for purposes of determining the suitability of the Property for Purchaser's intended use, and Seller makes no representations or warranties concerning such information. (g) If Purchaser or Seller terminates this Agreement and Seller is not in default of its obligations hereunder, Seller agrees to deliver to Purchaser copies of thirdparty reports, but excluding appraisals and documents protected by the attorney-client or work-product privileges, within thirty (30) days after the date of termination.

Purchasers Inspection and Review Rights. (a) Commencing on the Effective Date of this Agreement and subject to the rights of the Tenants (as hereinafter defined), Purchaser and its agents, engineers, or and representatives, and Purchaser’s potential Lender, with Seller’s full good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property. Purchaser must provide Seller with at least twenty-four (24) hours’ prior notice (which notice may be made by telephone, facsimile or e-mail) of Purchaser’s desire to enter onto the Property to conduct any such surveys, assessments, studies, tests, inspections or examinations, and all such surveys, assessments, studies, tests, inspections and examinations shall be conducted in the presence of Seller or its representative(s) and at reasonable times. Without limiting the foregoing, prior to any entry to perform physically intrusive testing, Purchaser shall give Seller two (2) business days’ prior notice thereof (which notice may be made by telephone, facsimile or e-mail), including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of its disapproval shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s right to conduct the surveys, assessments, studies, tests, inspections and examinations described above shall be subject to the condition that Purchaser shall first have provided Seller with a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail). (b) Purchaser shall maintain or shall cause to be maintained at all reasonable times during its entry upon the Property, commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limitfrom time to time. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers and representatives shall have no right to conduct invasive testing (e.g., core sampling, water monitoring or representatives at soils testing) on the PropertyProperty without Seller’s prior written approval (which approval shall not be unreasonably withheld, whether conditioned or not Seller holds other policies delayed), as to the nature, location, scope and duration of insurance. A certificate issued by the insurance carrier of testing, but if such policy testing is, in Purchaser’s reasonable judgment, necessary, then Seller’s consent shall be delivered limited to Seller prior to entry upon the Property by Purchaser or its agentswhere, engineers or representatives. (c) when and how such testing will be conducted. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege (but excluding any liability arising out of the existing environmental condition of the Property or the presence of toxic or hazardous substances thereon and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property)privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege (excluding any damage arising out of a release of existing or in-place hazardous or toxic substances on or under privilege. At all reasonable times prior to the Property). Purchaser’s obligations as set forth in the preceding sentences shall survive any termination of this Agreement. (d) Within three (3) business days after the Effective DateClosing, Seller shall deliver make available to Purchaser a copy Purchaser, or Purchaser’s agents and representatives, for review and copying, all books, records, and files in Seller’s possession relating to the ownership and operation of all the Property, including, without limitation, title matters, surveys, tenant files, tenant credit information, leasing commission agreements, current service and maintenance agreements, maintenance records for HVAC and other equipment and the roof(s) on the Improvementscontracts, books, records, operating statements for calendar years 2007, 2008, 2009 and year to date 2010statements, and the most current environmental report in Seller’s possession. Purchaser hereby acknowledges and agrees that Purchaser shall have no right to receive or review any financial or other information regarding Seller or its owners or any internal appraisals, analyses, summaries, reports or other documents generated internally by Seller or its ownersrelating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is three five (35) business days after the Effective Date of this Agreement, to the extent the same are in the possession of or under the control of Seller, as-built plans and specificationsto the extent not previously provided to Purchaser, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, appraisals, building inspection reports, environmental reports, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property relating thereto (collectively the “Due Diligence Materials”). At no cost or relating theretoliability to Seller, Seller shall cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to SellerPurchaser, Seller shall use commercially reasonable efforts to cause the authors author of the environmental reports report to issue reliance letters addressed to Purchaser and Purchaser’s lender, if any, in form and substance reasonably acceptable to Purchaser. (e) , prior to the expiration of the inspection Period. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission (the “SEC”) to file audited financial statements for one (1) to three (3) years with regard to 10 the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the samesame (“Seller’s Records”), and (ii) execute a form of accounting letter (the “rep” letter Accounting Letter”) in the form of Exhibit “F”, and substance (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably satisfactory to Sellerrequest. Purchaser will pay the costs associated with any such audit. Except as may be required by the SEC or applicable law, including Purchaser agrees to keep the Due Diligence Materials and Seller’s internal accounting chargesRecords in strict confidence and shall not disclose the same to any other party, except Purchaser’s attorneys, accountants and other advisors who shall similarly keep the Due Diligence Materials and Seller’s Records in confidence. In the event Purchaser does not close this transaction for any reason, Purchaser shall promptly return all Due Diligence Materials and Seller’s Records to Seller.

Purchasers Inspection and Review Rights. (a) Commencing on At all reasonable times after the Effective Date of this Agreement Agreement, Seller shall make available to Purchaser, or Purchaser's agents and subject representatives, for review and copying, and for Purchaser's independent verification and analysis, (i) all books and records pertaining to operation of the Property (or duplicate copies thereof), (ii) to the rights extent in Seller's possession or control, plans, specifications, and engineering and/or architectural drawings of the Tenants (as hereinafter defined), Purchaser Improvements and its agents, engineers, or representatives, with Seller’s full cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property. Purchaser must provide Seller with at least twenty-four (24) hours’ prior notice (which notice may be made by telephone, facsimile or e-mail) of Purchaser’s desire to enter onto the Property to conduct any such surveys, assessments, studies, tests, inspections or examinations, and all such surveys, assessments, studies, tests, inspections and examinations shall be conducted in the presence of Seller or its representative(s) and at reasonable times. Without limiting the foregoing, prior to any entry to perform physically intrusive testing, Purchaser shall give Seller two (2) business days’ prior notice thereof (which notice may be made by telephone, facsimile or e-mail), including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of its disapproval shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s right to conduct the surveys, assessments, studies, tests, inspections and examinations described above shall be subject to the condition that Purchaser shall first have provided Seller with a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail). (b) Purchaser shall maintain or shall cause to be maintained at all times during its entry upon the Property, commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Property, whether or not Seller holds other policies of insurance. A certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Property by Purchaser or its agents, engineers or representatives. (c) Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege (but excluding any liability arising out of the existing environmental condition systems of the Property or any part of the presence of toxic Property (or hazardous substances thereon and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Propertyduplicate copies thereof), and Purchaser further agrees to repair any damage (iii) to the Property caused by extent in Seller's possession or control, any boundary and "as-built" surveys of the exercise of such privilege (excluding any damage arising out of a release of existing or in-place hazardous or toxic substances on or under the Property). Purchaser’s obligations as set forth in the preceding sentences shall survive any termination of this Agreement. (d) Within three (3) business days after the Effective Date, Seller shall deliver to Purchaser a copy of all tenant files, tenant credit information, leasing commission agreements, current service Land and maintenance agreements, maintenance records for HVAC and other equipment and the roof(s) on the Improvements, operating statements for calendar years 2007, 2008, 2009 and year (iv) to date 2010, and the most current environmental report extent in Seller’s possession. Purchaser hereby acknowledges 's possession or control, any environmental reports, appraisals and agrees that Purchaser shall have no right to receive or review any financial or other information regarding Seller or its owners or any internal appraisals, analyses, summaries, engineering reports or other documents generated internally by Seller or its owners. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is three (3) business days after the Effective Date of this Agreement, to the extent the same are in the possession of or under the control of Seller, as-built plans and specifications, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property or relating thereto. At no cost to Seller, Seller shall use commercially reasonable efforts to cause the authors of environmental reports to issue reliance letters addressed to Purchaser and Purchaser’s lender, if any, in form and substance reasonably acceptable to Purchaser. (e) Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one (1) to three (3) years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, to provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, and (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller. Purchaser will pay the costs associated with any such audit. (b) Subject to the rights of the Tenant under the Lease, Purchaser and its agents, engineers, or representatives, with Seller's reasonable, good faith cooperation may, after the Date of this Agreement at all reasonable times and upon reasonable advance notice to Seller, make inspections, examinations, market studies, feasibility studies, surveys and tests related to the Property and the operation thereof. At the conclusion of Purchaser's inspections, Purchaser shall return the Property to its original condition prior to such inspections. At Seller's option, Seller or Seller's agents may be present for any such inspections. Notwithstanding the foregoing, in no event shall Purchaser conduct any invasive environmental assessment test or other inspection of the Property without the prior written consent of Seller, and, if Seller consents, Purchaser shall not interfere with the operation of Tenant's business. (c) Any and all information provided by Seller to Purchaser or obtained by Purchaser relating to the Property in the course of its inspections or review under or in connection with the rights under subsections (a) and (b) of this Section 4, including, without limitation, any environmental assessment or audit, shall be treated as confidential information by Purchaser and Purchaser shall instruct all of its employees, agents, representatives and contractors as to the confidentiality of all such information. Purchaser will not, except with the express prior written consent of Seller, directly or indirectly, (a) disclose or permit the disclosure of any information to any person or entity, except persons who are bound to observe the terms hereof, or (b) use or permit the use of all information pertaining to the Property (1) in any way detrimental to the Seller or (2) for any purpose other than evaluating the contemplated purchase of the Property. Purchaser agrees, that if the Closing does not occur, Purchaser will promptly return to the Seller or its authorized agent all written or tangible information pertaining to the Property, including all copies or extracts thereof, and all notes based upon the information. Purchaser shall be strictly liable for all costs and expenses, and/or damage or injury to any person or property resulting from any such review or inspection or any failure to keep all such information confidential, whether occasioned by the acts of Purchaser or any of its employees, agents or representatives, and whether Seller or its employees, agents or representatives shall have been present at the same or shall have consented to the same; and Purchaser agrees to indemnify and hold harmless Seller from any liability, claims or expenses (including, without limitation, mechanic's or construction liens and/or reasonable attorneys' fees) resulting therefrom. Except as otherwise expressly stated in this Agreement, neither the Seller’s internal accounting charges, nor any of its officers, directors, employees, agents or representatives, shall be deemed to make or to have made any representation or warranty as to the accuracy or completeness of any information pertaining to the Property and neither the Seller nor any of its officers, directors, employees, representatives or agents shall have any liability resulting from Purchaser's use of any information pertaining to the Property. Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Purchaser set forth in this Section 4 shall survive the Closing or the termination of this Agreement, as applicable.

Purchasers Inspection and Review Rights. 3.1 Due Diligence Inspections. (a) Commencing on Prior to the Effective Date Date, Seller has permitted Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations (including but not limited to such reasonable invasive testing and sampling as recommended by Purchaser’s consultants), to examine the records of this Agreement Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives requested but with sufficient prior notice to Seller to enable Seller to have their representatives present during any such inspections, pursuant and subject to the rights terms of that certain Temporary License Agreement dated as of April 18, 2011, between Purchaser and Seller (the “Temporary License Agreement”), the terms and conditions of which are hereby incorporated by reference. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Tenants (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s full cooperation, Property shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property. Purchaser must provide Seller with at least twenty-four (24) hours’ prior notice (which notice may be made by telephone, facsimile or e-mail) of solely Purchaser’s desire to enter onto the Property to conduct any such surveys, assessments, studies, tests, inspections or examinations, and all such surveys, assessments, studies, tests, inspections and examinations shall be conducted in the presence of Seller or its representative(s) and at reasonable times. Without limiting the foregoing, prior to any entry to perform physically intrusive testing, Purchaser shall give Seller two (2) business days’ prior notice thereof (which notice may be made by telephone, facsimile or e-mail), including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of its disapproval shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s right to conduct the surveys, assessments, studies, tests, inspections and examinations described above shall be subject to the condition that Purchaser shall first have provided Seller with a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail)expense. (b) Without limiting the generality of the terms of the Temporary License Agreement, to the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall maintain return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall cause to be maintained at indemnify, defend and hold harmless Seller from and against any and all times during expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its entry upon the Propertyrepresentatives, commercial general liability insurance with limits of not less agents or contractors, other than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insuredany expense, and such policy shall be primary with respect loss or damage to the activities extent arising from any act or omission of Purchaser Seller during any such inspection and its agentsother than any expense, engineers loss or representatives damage resulting from the discovery or release of any Hazardous Substances at the Property, whether or not Seller holds Property (other policies of insurance. A certificate issued by the insurance carrier of such policy shall be delivered than Hazardous Substances brought on to Seller prior to entry upon the Property by Purchaser or its agentsrepresentatives, engineers agents or representatives. (c) contractors). Purchaser hereby agrees to hold provided Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise with proof of such privilege (but excluding any liability arising out insurance during its prior inspections of the existing environmental condition of the Property or the presence of toxic or hazardous substances thereon and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property), and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege (excluding any damage arising out of a release of existing or in-place hazardous or toxic substances on or under the Property). Purchaser’s obligations as set forth in the preceding sentences This Section 3.1(b) shall survive any termination the Closing of this Agreement. 3.2 Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records. (da) Within three (3) business days after the Effective Date, Seller shall deliver has delivered to Purchaser a copy of all tenant files, tenant credit information, leasing commission agreements, current service and maintenance agreements, maintenance records for HVAC and other equipment and or made available the roof(s) on the Improvements, operating statements for calendar years 2007, 2008, 2009 and year to date 2010, and the most current environmental report in Seller’s possession. Purchaser hereby acknowledges and agrees that Purchaser shall have no right to receive or review any financial or other information regarding Seller or its owners or any internal appraisals, analyses, summaries, reports or other documents generated internally by Seller or its owners. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is three (3) business days after the Effective Date of this Agreement, to the extent the same are in the possession of or under the control of Seller, as-built plans and specifications, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property or relating thereto. At no cost to Seller, Seller shall use commercially reasonable efforts to cause the authors of environmental reports to issue reliance letters addressed following items to Purchaser and Purchaser’s lenderAgents, if any, in form and substance reasonably acceptable to Purchaser. (e) Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one (1) to three (3) years with regard to the Property. At no cost extent such items are in Seller’s or liability to Seller, Seller shall ’s Affiliates’ current actual possession: (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records 2010 Operating Budgets with respect to the ownershipProperty. (ii) Copies of all Leases, managementguarantees, maintenanceany amendments and letter agreements relating thereto. Copies of the financial statements or other financial information of any tenants under the Leases (and the Lease guarantors, if any), written information relative to the tenants’ payment histories, and tenant correspondence. (iii) Copies of the Commission Agreements. (iv) Evidence of payment of all sales and use taxes on the rents received from tenants under the Leases. (v) All material Operating Agreements currently in place at the Property. (vi) A copy of Seller’s (or its Affiliate’s) current policy of title insurance with respect to the Land and Improvements with copies of all matters listed as title exceptions in such policy. (vii) A copy of any surveys of the Property. (viii) Copies of all notes and other instruments evidencing or securing the existing indebtedness encumbering the Property. (ix) Copy of current insurance coverage and insurance xxxx. (x) Copy of last engineering report conducted for the Property. (xi) Copies of any existing environmental reports or other materials related to investigations, studies or correspondence with governmental agencies concerning the presence or absence of Hazardous Substances on, in or under the Property. (xii) Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the use, occupancy or operation of the Property Property. (xiii) All available construction plans and specifications in Seller’s possession relating to the development, condition, repair and maintenance of the Property, the Improvements and the Personal Property. (xiv) Copies of all available records of any operating costs and expenses for the applicable period, and permit them to copy the same, and (ii) execute a form of “rep” letter Property in form and substance reasonably satisfactory to Seller. Purchaser will pay the costs associated with any such audit, including Seller’s internal accounting chargespossession (including but not limited to existing insurance policies). (xv) Copies of such other information or reports related to the Property as Purchaser may reasonably request.

Purchasers Inspection and Review Rights. (a) Commencing on the Effective Date ---------------------------------------- and ending on the date of this Agreement Closing, and subject to the rights of the Tenants (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s full 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property. Purchaser must provide Seller with Property at least twenty-four (24) hours’ prior notice (all reasonable times and from time to time upon 24 hours advance notice, which notice may be made given to Prime West Real Estate Services, Inc. (the "Manager"). Purchaser agrees not to interfere with the operation of Tenant's business. Purchaser further agrees it will not enter the premises of any tenant unless accompanied by telephone, facsimile or e-mail) a representative of Purchaser’s desire Manager. Such privilege shall include the right to enter onto the Property to conduct any such surveys, assessments, studies, make tests, inspections or examinationsborings, and all such surveysother tests to obtain information necessary to determine surface and subsurface conditions, assessmentsprovided, studieshowever, tests, inspections and examinations that no borings shall be conducted in made without the presence advance consent of Seller or its representative(s) and at reasonable times. Without limiting the foregoingSeller, prior to any entry to perform physically intrusive testing, Purchaser which consent shall give Seller two (2) business days’ prior notice thereof (which notice may be made by telephone, facsimile or e-mail), including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of its disapproval shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s right to conduct the surveys, assessments, studies, tests, inspections and examinations described above shall be subject to the condition that Purchaser shall first have provided Seller with provide a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail). (b) Purchaser shall maintain or shall cause to be maintained at all times during its entry upon the Property, commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Property, whether or not Seller holds other policies of insurance. A certificate issued by the insurance carrier of such policy shall be delivered reasonably satisfactory to Seller prior to entry upon such tests. Such privilege shall also include the Property right to make any other tests deemed reasonably necessary by Purchaser or its agents, engineers or representatives. (c) Purchaser. Purchaser hereby agrees to indemnify and hold Seller harmless from any liens, claims, liabilities, expenses and damages damages, including, without limitation, reasonable attorney's fees, incurred through the exercise of such privilege (but excluding any liability arising out of the existing environmental condition of the Property or the presence of toxic or hazardous substances thereon and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property), and privilege; Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege (excluding any damage arising out of a release of existing or in-place hazardous or toxic substances on or under the Property). Purchaser’s obligations as set forth in the preceding sentences privilege; and said indemnities shall survive any termination of this Agreement. . At all reasonable times prior to the Closing (d) Within three (3) business days after the Effective Dateas hereinafter defined), Seller shall deliver make available to Purchaser a copy Purchaser, or Purchaser's agents and representatives, at the offices of Manager and for copying at Purchaser's expense, all books, records, and files in Seller's possession relating to the ownership (exclusive of partnership documentation) and operation of the Property, including, without limitation, title matters, surveys, tenant files, tenant credit information, leasing commission agreements, current service and maintenance agreements, maintenance records for HVAC and other equipment and the roof(s) on the Improvementscontracts, books, records, operating statements for calendar years 2007, 2008, 2009 and year to date 2010statements, and the most current environmental report in Seller’s possession. Purchaser hereby acknowledges and agrees that Purchaser shall have no right to receive or review any financial or other information regarding Seller or its owners or any internal appraisals, analyses, summaries, reports or other documents generated internally by Seller or its ownersrelating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide copies of any of such books, records, and files as may be reasonably requested by Purchaser, with the copying costs to be borne by Purchaser. Seller further agrees to provide to Purchaser prior to the date which is three five (35) business days after the Effective Date of this Agreement, to the extent the same are in the possession of or under the control of Seller, as-built plans and specifications, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policiesin the possession of Seller. Seller further agrees to provide to Purchaser prior to the date which is five (5) days after the Effective Date, certificates of occupancy, building permits, zoning letters and instruments reflecting a statement (the approval of any association governing "Operating Statement") setting forth all revenues from the Property or relating thereto. At no cost to and setting forth all costs and expenses of operating, maintaining, and repairing the Property (and the costs of replacing component parts thereof) incurred by Seller, Seller in each case during the entire period from the date the Building first went into operation, through December 31, 1997.Seller shall also use commercially its reasonable efforts during the Inspection Period to cause the authors Xxxxx, Xxx & Associates, Inc. to address its Phase I Environmental Audit dated September, 1994 and its summary of environmental reports to issue reliance letters addressed pier drilling dated August 11, 1995, to Purchaser and Purchaser’s lender, if any, in form and substance reasonably acceptable to Purchaser. (e) Seller acknowledges such a way that Purchaser may shall be required by the Securities and Exchange Commission entitled to file audited financial statements for one (1) to three (3) years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the rely on same, and (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller. Purchaser will pay the costs associated with any such audit, including Seller’s internal accounting charges.