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incurring any expense, make the Park available to the City and its employees, agents and contractors
<br />(collectively, "Appraisal Parties") as may be reasonably necessary to view, enter and visually inspect
<br />the common area of the Park in a manner reasonably customary in connection with comparable appraisals
<br />(collectively, "Appraisal Activity"), subject to the following:
<br />(a) Owner may have its representatives present to observe all Appraisal
<br />Activity. Before any Appraisal Activity, the City shall give Owner at least two (2) business days notice,
<br />which notice shall include the identity of the company or persons who will conduct Appraisal Activity
<br />and the nature and scope thereof, and shall coordinate such entry with Owner.
<br />(b) The City shall conduct all Appraisal Activity so as to minimize
<br />interference with the Park residents and with Owner's business, and otherwise in a manner reasonably
<br />acceptable to Owner. All Appraisal Activity and all Appraisal Parties shall at all times comply with all
<br />laws. No Appraisal Parry shall perform any invasive inspection, investigation or testing of the Property,
<br />including any sampling in connection with any environmental assessments of the Property, or any other
<br />investigation that will involve the removal of flooring, making excavations or test borings, disturbance of
<br />any plants, trees or shrubs, or any other activities Owner deems destructive of the Park.
<br />(c) The City shall indemnify, defend with counsel of Owner's choice and
<br />hold harmless Owner, its partners, its managers, successors and assigns, and all of their respective
<br />partners, managers, employees, agents, successors and assigns, from all expense, loss, damages and
<br />claims, including attorneys' fees, to the extent arising out of the Appraisal Activities or any acts or
<br />omissions of any Appraisal Parties or their agents or consultants.
<br />(d) Within thirty (30) days after (i) completion of the Appraisal and/or (ii)
<br />any request by Owner therefor, the City shall provide Owner with copies of all results of the Appraisal
<br />and all reports prepared by any Appraisal Parties in connection with the Appraisal. Appraisal Parties shall
<br />not be deemed to make any representation to Owner regarding the accuracy, completeness, methodology
<br />or current status of such reports, nor shall Appraisal Parties assume any liability with respect to any
<br />matter or information referred to or contained in such reports. The City's obligations in this Section 4
<br />shall survive any termination of this Agreement.
<br />5. Owner Remedies. Either the occurrence of any City action or omission that (a) prevents or materially
<br />contributes to preventing Owner from obtaining governmental approvals relating to the Conversion or to
<br />the sale of individual Park lots or (b) materially interferes with Owner's ability to obtain governmental
<br />approvals relating to the Conversion or to the sale of individual Park lots (e.g., without limitation, causes
<br />Owner to incur additional substantial expense to do so, or takes express affirmative action opposing or
<br />obstructing such approvals or sales), or the occurrence of City's material breach of any of the material
<br />terms of this Agreement (collectively, as applicable, "Remedy Trigger Event"), shall constitute a breach
<br />hereof that entitles Owner (i) to terminate this Agreement by giving written notice thereof to the City,
<br />upon which its obligations hereunder, if any, shall have no further force or effect, and (ii) to actively
<br />pursue all litigation pertaining to and in connection with the Writ Action and the Damages Action and to
<br />take such other legal action against the City and others that may be available at law or in equity regarding
<br />the Application (including recovery from the City of losses representing the increased rent Owner would
<br />receive and/or would have received if the Amendment to Rent Stabilization Agreement had never taken
<br />effect), and with respect to any other claims as Owner determines to be appropriate (collectively referred
<br />to herein as the "Owner Remedies"). Prior to exercising any of the Owner Remedies, Owner shall
<br />provide City with written notice of the Remedy Trigger Event that Owner believes has given rise to
<br />Owner Remedies and, if such Remedy Trigger Event is reasonably susceptible to cure, then Owner shall
<br />provide City with an opportunity to cure by specifying in the notice a reasonable time period that will not
<br />materially prejudice Owner or its ability to pursue the Owner Remedies, not to exceed five (5) business
<br />[/022410/4640.0011 4
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