Common use of Access to Property Clause in Contracts

Access to Property. Purchaser and/or its agents shall have the right to enter upon the Property at any time after the execution and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Property.

Access to Property. Purchaser and/or 3.5.1 Subject to the rights of existing tenants of the Property (“Tenants”), whom Buyer hereby agrees not to interview or question without having provided Seller and Seller’s Broker (as defined below) with at least 24 hours prior written notice of its agents intention to do so during such interview, Seller hereby grants to Buyer and Buyer’s representatives, agents, employees and contractors (collectively, “Buyer’s Agents”) a nonexclusive license to enter onto the Property solely for the purpose of conducting Buyer’s Inspection. Any Inspection work shall have be at the right sole cost and expense of Buyer. The license created under this Section 3.5.1 shall expire on termination of this Agreement. At least forty-eight (48) hours prior to any entry and Inspection, Buyer shall provide Seller with sufficient evidence to show that Buyer and Buyer’s Agents, who are to enter upon the Property, are adequately covered by policies of insurance issued by a carrier reasonably acceptable to Seller insuring Buyer and Seller against any and all liability arising out of Buyer’s or Buyer’s Agents’ entry upon and Inspection of the Property, including without limitation any loss or damage to the Property, with coverage in the amount of not less than $1,000,000 per occurrence. 3.5.2 Buyer agrees to keep the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Buyer or Buyer’s Agents with respect to any Inspection or Physical Testing of the Property. If any such lien shall at any time after be filed, Buyer shall cause the execution same to be discharged of record within twenty (20) days thereafter by satisfying the same or, if Buyer in its discretion and delivery hereof for the purpose in good faith determines that such lien should be contested, by recording a bond. Failure by Buyer to discharge such lien shall be a material breach of inspectingthis Agreement and Seller may terminate this Agreement by written notice thereof to Buyer. 3.5.3 Buyer shall, surveyingat its sole cost and expense, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with all laws applicable federal, state and rules local laws, statutes, rules, regulations, ordinances, or policies in conducting the Inspection and regulations of any governmental authority the Physical Testing. 3.5.4 Buyer hereby agrees to hold harmless, protect, defend and obtain all licenses indemnify, and permits required in connection with hereby releases, Seller and its trustees, officers, directors, employees, contractors, agents, subsidiaries and affiliates, and its and their respective successors and assigns (collectively, the aforementioned activities. Purchaser agrees that no permanent damage to “Indemnitees”) and the Property shall be caused by such tests, from and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liabilityand all claims, lossdemands, damagecauses of action, losses, liabilities, liens, encumbrances, costs or expenses (including without limitation reasonable attorney's feesattorneys’ fees and litigation costs) which Seller may incur arising out of, connected with or sustain incidental to: (a) any injuries to persons (including death) or property (real or personal), or (b) any mechanics’, workers’ or other liens on the Property, by reason of Purchaser's exercise of its right or relating to enter upon the Property, including any damage thereto work or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against activities conducted on the Property by Buyer or the Seller, which indemnity Buyer’s Agents. The provisions of this Section 3.5.4 shall survive the any termination or the closing of this Agreement and shall not be limited in any way by any other terms of this Agreement. Prior . 3.5.5 In no event shall Buyer or Buyer’s Agents have the right to place any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof including the identity of the company materials or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described equipment on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liabilitysigns or other advertising material) incurred by until after the Closing has occurred. 3.5.6 Buyer shall, at its sole cost and expense, clean up and repair the Property, in whatever manner necessary, after Buyer’s or caused by Purchaser's agents, employees or contractors, arising out of any Buyer’s Agents’ entry or inspections of thereon so that the Property pursuant shall be returned to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage same condition that existed prior to any Buyer’s or Buyer’s Agents’ entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Propertythereon.

Access to Property. Purchaser and/or its agents Purchaser, upon oral or written notice to Seller and Seller’s reasonable approval thereof, and subject to the rights of tenants, shall have the right access to enter upon the Property at any time after all reasonable times subsequent to the execution Execution Date, with full right to (i) inspect the Property; (ii) review, inspect, copy and delivery hereof for the purpose analyze all books, records and other financial information and data of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply Seller with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with the aforementioned activities. Purchaser agrees that no permanent damage respect to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding operation thereof; (iii) to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than interview tenants upon one (1) business day's prior ’s advance oral or written notice to Seller, and Seller and in a manner not to disrupt the Tenants or Seller's business in ’s agent shall have the right to accompany Purchaser during any unreasonable manner. activities performed by Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of on the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereofProperty, and Purchaser shall provide Seller with evidence of such insurance coverage prior (iv) to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposalconduct all tests thereon, including, but not limited to, soil borings and hazardous waste studies, and to make such other examinations with respect thereto as Purchaser, its counsel, licensed engineers, surveyors or other representatives may deem necessary or desirable. Purchaser shall have no right to conduct any invasive (including without limitation a Phase II environmental investigation) unless a Phase I environmental report expressly recommends such a survey, and Seller shall have the execution right to approve, in its sole discretion, the time, manner and location of any necessary documentationinvasive testing. Any entry on or to the Property by provisions hereof shall be at the risk of Purchaser, who hereby agrees not to cause damage to the Property and Purchaser agrees to indemnify and hold Seller harmless from and against any liens, claims, actions, charges, damages, expenses (including, but without limitation, attorney’s fees and court costs) and liabilities incurred as a result, directly or indirectly, of any wastes created or extracted during Purchaser's investigation the exercise by Purchaser of the Propertyrights granted in this Section; provided, however, that excluded from the foregoing indemnity are any losses, costs, damages, claims, or liabilities relating to pre-existing conditions upon the Property or the negligence or willful misconduct of Seller. If the transaction contemplated by this Agreement fails to close for any reason whatsoever (other than as a result of a material default by Seller), Purchaser shall also promptly restore any portion to as near as is reasonably possible to the condition that existed immediately prior to the activities that resulted in such damage or destruction. The provisions of this Section 8.1shall survive Closing and any termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 8.1.

Access to Property. (a) Subject to the Purchaser and/or complying with each of its agents obligations herein and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leases, from and after the execution of this Agreement until the Closing or earlier termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders shall have access to the Property during the Vendor’s normal business hours upon reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) at the Purchaser’s sole risk and expense, for the purpose of inspecting the Property including, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that such inspections, tests and audits are conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor shall have the right to enter upon the Property at any time after the execution and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as accompany the Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with have the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testinginspections, in which case Seller tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall have three occur unless the Purchaser has given the Vendor at least two (32) business days after receipt of such Business Days’ prior written notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves and complies with the contractors foregoing requirements. (b) The Purchaser shall repair any damage caused by inspections, tests and tests described on Exhibit G. If audits performed by the Purchaser or its agents, advisors, consultants, employees or contractors take lenders and fully indemnify the Vendor from all costs of repairing any sample damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Property in connection with any approved testing, Purchaser shall provide to Seller Vendor as a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (result thereof including, without limitation, environmental liabilityany construction liens (or certificates of pending litigation) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of registered against the Property pursuant to as a result thereof. For greater certainty, the provisions thereof, Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible held by the Vendor’s Solicitors for the proper management and disposal, includinga period of ten (10) Business Days after termination of this Agreement (if applicable), but not limited tothe Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of any necessary documentationthis Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of any wastes created conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or extracted during Purchaser's investigation leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. Purchaser acknowledges that it is acquiring the Property “AS IS and WHERE IS” with all faults, based upon its inspection of the Property prior to the Effective Date. Purchaser and its designated agent and representatives shall have a reasonable right of entry upon the Property from and after the Effective Date, through the Closing Date, subject to the rights of Tenants under their existing Leases, and subject to all applicable laws and reasonable advance notice to Seller’s property manager and/or its agents construction consultant, as appropriate. In furtherance of the foregoing, Purchaser shall have the right to enter upon review all of the Property at any time after the execution materials provided by Seller, and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and to conduct such other similar inspection further due diligence as the is deemed necessary or appropriate by Purchaser shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused transactions contemplated by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, non-invasive or invasive environmental liability) incurred by testing or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections engineering surveys of the Real Estate (provided that Phase II environmental testing shall be subject to Seller’s prior consent), interviews with the lessees under the Leases, and such other due diligence as is customarily conducted by purchasers of real property. Purchaser and/or the persons or entities conducting any testing and investigations shall not commit waste at the Property, and Purchaser shall restore the Property pursuant to the provisions its condition existing immediately prior to Purchaser’s inspection thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior be liable for all damage or injury to any entry onto person or property resulting from, relating to or arising out of any inspection, whether occasioned by the Property by Purchaser's acts of Purchaser or any of its employees, contractors agents, representatives or agents. contractors, and Purchaser shall be solely responsible for indemnify and hold harmless Seller and its agents, employees, officers, directors, affiliates and asset managers from any liability resulting therefrom. This indemnification by Purchaser shall survive the proper management Closing or the termination of this Agreement, as applicable. In connection with the foregoing, Seller acknowledges that Purchaser has heretofore provided Seller and disposalCBF with a certificate of insurance, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Propertynaming Seller and CBF as additional insureds on its property damage and liability insurance policies.

Access to Property. (a) Subject to the rights of: (i) Tenants under the Leases; (ii) Transient Guests and guests of the Hotel pursuant to Block Reservations; (iii) the Employees; and (iv) the Franchisor pursuant to the Franchise Agreement, from and after the Effective Date until Closing or termination of this Agreement, the Purchaser and its Representatives shall have access to the Property from time to time at reasonable times and upon at least 48 hours’ prior written notice to the Vendor, at the Purchaser’s sole risk and expense, for the purpose of conducting: (i) any visual inspections of the Property that the Purchaser considers to be necessary or desirable; (ii) a review of any records in the possession or control of the Vendor and its Affiliates relating to the Hotel Assets and the Hotel Business that the Purchaser considers necessary or desirable; and (iii) any tests on, in, under or relating to the Property, including physical and structural inspections, tests (including geotechnical soil tests and roof core samples) and environmental audits, including Phase I and/or its agents Phase II environmental site assessments of soil and groundwater conditions, or other tests, measurements or surveys, provided that any of the foregoing tests to be undertaken by or on behalf of the Purchaser shall have been pre-approved by the Vendor, acting reasonably (including conditions in respect of advance notice being provided to the Vendor prior to each entry and, to the extent the Purchaser wishes to conduct such tests prior to the delivery of the Initial Deposit, security to be provided to the Vendor in respect of such tests) on terms and conditions acceptable to the Vendor, acting reasonably (including the amount of the security to be provided to the Vendor in respect of such tests, if applicable), and if and to the extent so approved shall be conducted in a manner which minimizes interference with the Hotel Business and does not contravene any existing Leases or Hotel Contracts or unreasonably interfere with any Tenants, Transient Guests, guests of the Hotel pursuant to Block Reservations or Employees (such testing, after it has been approved by the Vendor pursuant to this Section 2.5(a), shall be referred to herein as “Site Tests”). As a condition to the Vendor considering whether to approve any tests on, in, under or relating to the Property to be undertaken by or on behalf of the Purchaser, including those referred to in Section 2.5(a)(iii), the Purchaser shall deliver to the Vendor a detailed outline or scope of work of the testing that is so contemplated. (b) Any inspections contemplated in Sections 2.5(a)(i) or 2.5(a)(ii) or Site Tests shall, in each case, be conducted in a manner that minimizes interference with the use of the Property and does not contravene any Leases or Hotel Contracts or unreasonably interfere with any Tenants, Transient Guests, guests of the Hotel pursuant to Block Reservations, Employees or the Franchisor. The date and time of all inspections of the Property or Site Tests shall be coordinated by the Purchaser with the Vendor at least two complete Business Days in advance of such inspections or tests. The Vendor (or Representatives thereof) shall have the right to enter upon accompany the Purchaser and its Representatives on any inspections or Site Tests contemplated under this Section 2.5; provided that the Vendor does not delay the Purchaser or its Representatives in undertaking same. (c) The Purchaser shall restore the Property at to its pre-Site Test (if any time after the execution Site Tests are conducted) condition and delivery hereof for the purpose repair any damage caused by inspections or Site Tests performed by or on behalf of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with or its Representatives and fully indemnify the Vendor and its Affiliates from all laws and rules and regulations costs of repairing any governmental authority and obtain all licenses and permits required in connection with the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, inspections or Site Tests and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses Claims (including reasonable attorney's feesClaims made by a third party) relating to any such physical damage arising from such inspections or Site Tests and from all Claims (including Claims made by a third party) incurred by the Vendor or its Affiliates as a result thereof. If: (i) there are any Claims (including Claims made by a third party) or physical damage for which Seller the Purchaser is responsible to indemnify the Vendor and its Affiliates pursuant to this Section 2.5(c); (ii) the Transaction is not completed for any reason; and (iii) the Purchaser has not paid to the Vendor and its Affiliates by the date of termination of this Agreement an amount (the “Section 2.5(c) Claimed Amount”) equal to the value of such Claims or physical damage for which the Purchaser is responsible to indemnify the Vendor (or its applicable Affiliates) pursuant to this Section 2.5(c) (provided such damages are liquid), then the Vendor (and its applicable Affiliates) shall have recourse to the Deposit and/or to any security provided by the Purchaser pursuant to Section 2.5(a)(iii), if applicable, for the Section 2.5(c) Claimed Amount (and the Purchaser hereby irrevocably authorizes and directs the Vendor’s Solicitors to pay to the Vendor (or as it may incur or sustain direct) the amount of the Deposit and/or any security provided by reason of Purchaser's exercise of its right the Purchaser pursuant to enter upon Section 2.5(a)(iii), if applicable, equal to the PropertySection 2.5(c) Claimed Amount). Notwithstanding the foregoing, including any damage thereto the Vendor shall not have recourse to the Deposit or to any person or other property or security provided by the filing Purchaser pursuant to Section 2.5(a)(iii), if applicable, for the Section 2.5(c) Claimed Amount if the Purchaser disputes, in good faith, any liability for physical damage arising from its inspections of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or Site Tests or any Claim related thereto until the Seller, which indemnity dispute with respect to such liability or Claim is resolved in accordance with the procedure outlined in Section 7.5 of this Agreement. This Section 2.5(c) shall survive the termination or the closing of this Agreement. Prior Agreement regardless of the cause of such termination. (d) During the period from the Effective Date to any entry the Closing Date, the Purchaser will ensure that all consultants retained by the Purchaser to perform any on-site testinginspections and Site Tests referred to in Section 2.5(a) are maintaining industry standard commercial general liability insurance with a minimum limit of $5,000,000 per occurrence insuring against claims on account of loss of life, bodily injury or property damage that may arise from, or be occasioned by any such acts of, or any investigations or Site Tests by or on behalf of, the consultants. (e) The Purchaser shall give Seller written notice thereof 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, which approval its Representatives shall not be unreasonably withheldentitled to have any communications with any Tenants or any of the Employees or any employees of a Tenant without the prior written consent of the Vendor, in its sole and absolute discretion. If the Vendor’s consent is granted, the proposed testing within one Vendor will be entitled to have a Representative present at any meeting with any of the foregoing. (1f) business day after receipt Within Five (5) Business Days of such noticethe Effective Date, unless such notice proposes invasive or intrusive testingthe Vendor shall produce for inspection and provide copies to the Purchaser of (collectively, the “Hotel Assets Documents”), in which each case Seller shall have three to the extent in the possession or control of the Vendor: (3i) business days after receipt all agreements and other documents referred to in Schedule G and Schedule H; (ii) the following reports: (A) Designated Substance Report (DSR) dated November, 2021 prepared by Kanellos Consulting; (B) Designated Substance Report (DSR) dated May, 2023 prepared by Kanellos Consulting; (C) Building Condition Assessment (MEP) dated October 7, 2022 prepared by Xxxxxxxx Xxxxxxxxxx; and (D) Building Condition Assessment (Structural) dated October 21, 2022 prepared by Xxxxxxxx Xxxxxxxxxx; (iii) the Collective Agreement; (iv) a summary of such notice to approve each Employee’s: (i) identification number; (ii) location of employment; (iii) length of service; (iv) position or disapprove such invasive title; (v) overtime exempt/non-exempt status; (vi) total compensation, including basic wage or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchasersalary rate, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one any incentive compensation entitlements; (1vii) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business participation in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies benefit plans; (viii) active/inactive status (including the reason for any leave of all reportsabsence, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereofdate such leave commenced, and Purchaser shall provide Seller with evidence of such insurance coverage prior the expected return to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, work date); (ix) accrued but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Property.unused paid time off entitlements; and

Access to Property. (a) Subject to the Purchaser and/or complying with each of its agents obligations herein and the rights of the Tenants under the Leases, from and after the Execution Date to and including the Due Diligence Date, the Purchaser and its agents, consultants and employees have had and shall continue to have access to the Property during the Vendor's normal business hours upon reasonable notice to the Vendor, at the Purchaser's sole risk and expense, for the purpose of inspecting the Property, including without limitation performing physical and structural inspections, soil tests and environmental audits. Such inspections, tests and audits shall be conducted in a manner that minimizes interference with the use of the Property and does not contravene any Leases or unreasonably interfere with any Tenants. The Purchaser and its agents, consultants and employees shall not have any communications with Tenants or their employees. The Vendor shall have the right to enter upon the Property at any time after the execution and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as accompany the Purchaser and its agents, consultants and employees on any inspections and shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with have the aforementioned activities. Purchaser agrees that no permanent damage right, acting reasonably, to the Property shall be caused by such testsapprove, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Propertyrefuse approval for, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testinginspections, in which case Seller tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken. No such inspections, tests or audits shall have three occur unless the Purchaser has given the Vendor at least one complete Business Day’s prior written notice and complies with the foregoing requirements; (3a) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves The Purchaser shall repair any damage caused by inspections, tests and audits performed by the contractors and tests described on Exhibit G. If Purchaser or its agents, consultants or employees and fully indemnify the Vendor from all costs of repairing any damage caused by such inspections, tests or contractors take audits and all Claims relating to any sample such inspections, tests and audits and from all Claims incurred by the Property in connection with any approved testing, Purchaser Vendor as a result thereof. This indemnity shall provide to Seller a portion survive termination of this Agreement regardless of the cause of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Propertytermination.

Access to Property. (a) Subject to the Purchaser and/or complying with each of its agents obligations herein and the rights of the Tenants under the Leases, from and after the Execution Date to and including the Due Diligence Date, the Purchaser and its agents, consultants and employees have had and shall continue to have access to the Property during the Vendor's normal business hours upon reasonable notice to the Vendor, at the Purchaser's sole risk and expense, for the purpose of inspecting the Property, including without limitation performing physical and structural inspections, soil tests and environmental audits. Such inspections, tests and audits shall be conducted in a manner that minimizes interference with the use of the Property and does not contravene any Leases or unreasonably interfere with any Tenants. The Purchaser and its agents, consultants and employees shall not have any communications with Tenants or their employees. The Vendor shall have the right to enter upon the Property at any time after the execution and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as accompany the Purchaser and its agents, consultants and employees on any inspections and shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with have the aforementioned activities. Purchaser agrees that no permanent damage right, acting reasonably, to the Property shall be caused by such testsapprove, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Propertyrefuse approval for, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testinginspections, in which case Seller tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken. No such inspections, tests or audits shall have three occur unless the Purchaser has given the Vendor at least one complete Business Day’s prior written notice and complies with the foregoing requirements; (3b) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves The Purchaser shall repair any damage caused by inspections, tests and audits performed by the contractors and tests described on Exhibit G. If Purchaser or its agents, consultants or employees and fully indemnify the Vendor from all costs of repairing any damage caused by such inspections, tests or contractors take audits and all Claims relating to any sample such inspections, tests and audits and from all Claims incurred by the Property in connection with any approved testing, Purchaser Vendor as a result thereof. This indemnity shall provide to Seller a portion survive termination of this Agreement regardless of the cause of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Propertytermination.

Access to Property. Purchaser and/or its agents Buyer, and Buyer’s agents, employees, representatives, consultants, inspectors, appraisers, engineers and contractors (collectively, the “Inspector Parties”), at Buyer’s sole cost and expense, shall have the right during the term of this Agreement to enter upon have access to the Property at any time after the execution and delivery hereof for the purpose of inspectingconducting such non-invasive investigations, surveyinginspections, stakingaudits, engineeringanalyses, test boringsurveys, wetlands audittests, drainageexaminations, percolationand studies of the Property as Buyer has deemed necessary or desirable to determine whether the Property is suitable for Buyer’s purposes. As of the Effective Date, environmental audits that certain Access and such other similar inspection Confidentiality Agreement dated as of May 20, 2019 (the Purchaser “Access Agreement”) shall consider appropriateno longer apply and is of no further force or effect. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection Concurrently with the aforementioned activities. Purchaser agrees that no permanent damage execution of this Agreement, Buyer’s access to the Property shall be caused governed by the terms of this Agreement. Buyer and Inspector Parties shall not perform any destructive or invasive testing of the Property without each Seller’s consent (which consent may be withheld in such testsSeller’s sole discretion), and shall not otherwise alter or damage the Property in any manner or permit any mechanic’s liens to be filed against all or any part of the Property that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless arise from Buyer’s or Inspector Parties’ activities concerning the Seller against any liability, loss, damage, costs or expenses Property. (including reasonable attorney's feesa) which Seller may incur or sustain by reason of Purchaser's exercise of In exercising its right of access to, or inspection of, the Property, Buyer shall give Seller’s representative, Xxx Xxxxxxxx (email: xxxxxxxxx@xxxxxxxx.xxx), at least twenty-four (24) hours’ prior written notice to enter upon any proposed access to the Property during normal business hours to perform inspections and tests of the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Propertysurveys, environmental studies and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce examinations. All such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors inspections and tests described undertaken by or on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion behalf of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property Buyer shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller in strict accordance with all applicable laws and regulations and in a manner reasonably acceptable to Sellers. (b) Buyer (and the Inspector Parties) shall not contact any Protected Party (hereinafter defined), whether directly or indirectly, by e-mail, telephone or personal contact, or through any intermediaries, without each respective Seller’s prior written consent (which may be by email from Xxxxxx Xxxxx). Each respective Seller shall have the absolute right to disrupt the Tenants or Seller's business participate in any unreasonable mannerdiscussions between Buyer (or the Inspector Parties, or both) and any Protected Party except with respect to the authorities described in the last sentence of this subsection (b). Purchaser Buyer shall promptly deliver to Seller duplicate provide copies of all reportsmaterial correspondence sent to or received from any Protected Party within two (2) Business Days after receipt or dispatch, test results or other materials prepared in connection with its review of as the Premisescase may be. Purchaser Buyer shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of not have the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Property.right - -7 -

Access to Property. (a) From and after the date that this Agreement is fully executed and delivered by Seller and Purchaser and/or (the "Effective Date"), subject to the provisions of Section 3(c) and without in any way limiting the provisions of Section 3(e), Purchaser and its agents agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively "Purchaser's Representatives") shall have the right right, through the Closing Date, from time to time, upon the advance notice required pursuant to Section 3(c), to enter upon and pass through the Premises during normal business hours to examine and inspect the same. (b) Seller has previously delivered, or shall make available, to Purchaser, the diligence documents disclosed on the Property diligence website established by CBRE or made available to Purchaser at the Property (but excluding any time after portions of such documents which are privileged or confidential matters or pertaining to Seller's income tax records, its corporate records with its members or partners and any records relating to Seller's selling or financing negotiations or third party appraisals or any internal documents relating to the execution value of the Property (the "Excluded Materials"), none of which are part of the Property). (c) In conducting the inspection of the Premises and delivery hereof for the purpose of inspectingits due diligence review, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall at all times comply with all laws and rules and regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser's Representatives shall (i) contact or have any discussions with any of Seller's employees, agents or representatives, or with any contractors providing services to the Premises, or with Playa Phase I Commercial Land Company, LLC ("Playa Phase I"), Playa Capital Company, LLC ("Playa Capital") or any governmental authority and obtain all licenses and permits required in connection with (including, without limitation, the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, California Regional Water Quality Control Board and the maintenance Los Angeles Department of any actionBuilding and Safety), suit or proceeding to foreclose their respective employees, agents or otherwise enforce such lien(s) against representatives, unless in each case Purchaser obtains the Property or the Seller, prior written consent of Seller which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, it being agreed that all such contacts or discussions shall, pending any such approval, be directed to Xxxx Xx Xxxxxxx ((000) 000-0000), (ii) interfere with the proposed testing within one business of Seller (1or any of its Tenants) conducted at the Premises or disturb the use or occupancy of any occupant of the Premises, or (iii) damage the Premises. In conducting the foregoing inspection, Purchaser and Purchaser's Representatives shall at all times comply with, and shall be subject to, the rights of the Tenants under the Leases (and any persons claiming under or through such Tenants). Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser's Representatives in furtherance of the foregoing. Purchaser shall not be entitled to permit any party other than Purchaser and Purchaser's Representatives to enter, use or inspect the Premises without Licensor's prior written consent, which consent may be withheld in Seller's sole and absolute discretion. Purchaser shall schedule and coordinate all inspections with Seller and shall give Seller at least two (2) business day after receipt days' prior notice thereof. Seller shall be entitled to have a representative present at all times during each such inspection. All persons who enter upon the Premises pursuant to this Section 3(c) do so at their own risk. Purchaser agrees to pay to Seller on demand the cost of repairing and restoring any damage or disturbance which Purchaser or Purchaser's Representatives shall cause to the Property. All inspection fees, appraisal fees, engineering fees and other costs and expenses of any kind incurred by Purchaser or Purchaser's Representatives relating to such noticeinspection and its other due diligence shall be at the sole expense of Purchaser. In the event that the Closing hereunder shall not occur for any reason whatsoever (other than Seller's default), unless Purchaser shall: (A) promptly deliver to Seller, at no cost to Seller, and without representation or warranty, the originals of all third party reports and inspections of the Premises (provided the same do not restrict such notice proposes invasive delivery to a third party) made and conducted by Purchaser or intrusive Purchaser's Representatives or for Purchaser's benefit which are in the possession or control of Purchaser or Purchaser's Representatives (collectively, the "Diligence Reports"), and (B) promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser and shall destroy all copies and abstracts thereof. In no event shall Purchaser or Purchaser's Representatives be permitted to conduct any environmental testing, any borings of the Premises or drilling in which case Seller shall have three (3) business days after receipt or on the Premises or any other invasive testing in connection with the preparation of such notice to approve an environmental audit or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testingother inspection of the Premises without Seller's prior written consent, which consent may be withheld in Seller's sole and absolute discretion. No structure, signs or other improvement or appurtenances of any kind shall be constructed and no grading or moving of earth shall be undertaken on the Premises by Purchaser or Purchaser's Representatives. Purchaser shall not suffer or permit to be enforced against the Premises, or any part thereof, any mechanics', materialmen's, contractors' or subcontractors' liens or any claim for damage, in either event arising from Purchaser's and/or Purchaser's Representatives' access to, or inspection of, the Premises, or any inspections or other due diligence conducted by or on behalf of Purchaser, and Purchaser shall pay or cause to be paid all of said liens and claims before any action is brought to enforce the same against the Premises. Notwithstanding anything to the contrary set forth in this Agreement, if Purchaser shall in good faith contest the validity of any such lien or claim, then Purchaser shall, at its expense, defend itself and Seller against the same and shall pay and satisfy any adverse judgment that may be rendered thereon before the enforcement thereof against Seller or the Premises, but only upon the condition that if Seller shall require, Purchaser shall procure and record or furnish to Seller a surety bond or other acceptable security satisfactory to Seller in Seller's sole and absolute discretion in an amount at least equal to such contested lien or claim indemnifying Seller against liability for the same, and holding the Premises free from the effect of any lien or claim. Not later than two (2) business days prior to entering the Premises, or any portion thereof, for the purpose of commencing any inspections or due diligence investigations permitted under this Section 3, Purchaser shall provide immediate written notice of such activity to Seller a portion so that Seller may, at its option, and if applicable, post and maintain on the Premises such notices of nonresponsibility or otherwise as may be necessary to protect Seller against liability for any liens or claims described in this Section 3(c) above. The provisions of this Section 3(c) shall survive the Closing or any termination of this Agreement. (d) Prior to conducting any physical inspection at the Premises, Purchaser shall obtain, and during the period of such sample being tested to allow Sellerinspection shall maintain, if it so choosesat its expense, to perform its own testing (Seller's approval of such testing being deemed commercial general liability insurance, including a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchasercontractual liability endorsement, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reportspersonal injury liability coverage, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager managing agent, if any, as additional insureds, from an insurer reasonably acceptable to insure Seller, which insurance policies must have limits for bodily injury and death of not less than Three Million Dollars ($3,000,000) for any one occurrence and not less than Three Million Dollars ($3,000,000) for property damage liability for any one occurrence. Prior to making any entry upon the Premises, Purchaser shall furnish to Seller a certificate of insurance evidencing the foregoing coverages. (e) Purchaser hereby agrees to indemnify, defend and hold Seller and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents and contractors, and any successors or assigns of the foregoing (collectively with Seller, "Seller Related Parties") harmless from and against any and all liability losses, costs, damages, liens, claims, liabilities or expenses (including, without limitationbut not limited to, environmental liabilityreasonable attorneys' fees, court costs and disbursements) incurred by any Seller Related Parties arising from or caused by reason of Purchaser's agentsbreach of its obligations set forth in this Section 3 or Purchaser's and/or Purchaser's Representatives' access to, employees or contractorsinspection of, the Premises, or any inspections or other due diligence conducted by or on behalf of Purchaser; provided the foregoing indemnification shall not apply to the mere discovery of existing conditions or matters as opposed to the exacerbation of such existing conditions or matters for which Purchaser shall be liable. In addition to and not in limitation of Seller's other rights and remedies under this Agreement, should Purchaser fail within ten (10) days of a written request from Seller either (i) to pay and discharge any lien or claim arising out of Purchaser's and/or Purchaser's Representatives' access to, or inspection of, the Premises, or any entry inspections or inspections other due diligence conducted by or on behalf of Purchaser, or to have bonded around such liens or claims as provided in Section 3(c) above, or (ii) to indemnify and defend the Seller Related Parties from and against any loss, damage, injury, liability or claim as required by this Section 3(e) above, then in any such case the Seller Related Parties may, at their option, pay any such lien, claim, demand, injury, liability or damages, or settle or discharge any action therefor or satisfy any judgment thereon, and all costs, expenses and other sums incurred by the Seller Related Parties in connection therewith (including, but not limited to, reasonable attorneys' fees, court costs and disbursements) shall be paid to the Seller Related Parties by Purchaser upon written demand, together with interest thereon at the maximum contract rate permitted by law from the date incurred or paid until repaid. The indemnitees provided by Purchaser in favor of the Property pursuant Seller Related Parties in this Section 3(e) shall not require payment by the Seller Related Parties as a condition precedent. If any Seller Related Parties employ an attorney or other person or commence an action to enforce any of the provisions thereof, and of this Section 3 or to remove Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by and/or Purchaser's employeesRepresentatives from the Premises, contractors or agents. Purchaser shall be solely responsible for the proper management and disposalagrees to pay all costs of enforcement in connection therewith, including, but not limited to, reasonable attorneys' fees, court costs and disbursements. The provisions of this Section 3(e) shall survive the Closing or any termination of this Agreement. (f) Purchaser acknowledges and agrees that prior to its execution of any necessary documentationthis Agreement, Purchaser had the opportunity to conduct and complete its investigations of any wastes created or extracted during the Premises and consequently Purchaser has no right to terminate this Agreement in connection with Purchaser's investigation rights under this Section 3 of the PropertyAgreement, and the Deposit (as defined in Section 4(a) below) shall be non-refundable to Purchaser except as otherwise expressly provided in this Agreement.

Access to Property. Purchaser and/or 3.5.1 Subject to the rights of existing tenants of the Property ("Tenants"), whom Buyer hereby agrees not to interview or question without having provided Seller with at least two (2) days prior written notice of its agents intention to do so and an opportunity for Seller's representative to accompany Buyer or its representative during such interview, Seller hereby grants to Buyer a nonexclusive license to enter onto the Property solely for the purpose of conducting Buyer's Inspection. Any Inspection work shall be at the sole cost and expense of Buyer. The license created under this SECTION 3.5.1 shall expire on the Closing Date or the Termination Date. At least forty-eight (48) hours prior to any entry and Inspection, Buyer shall: (a) deliver to Seller written notice of its intention to enter the Property to conduct such Inspection and the proposed date and time of such entry (Buyer may enter only on the dates and at the times contained in such notices, and Seller shall have the right to have one or more of its agents or representatives accompany Buyer and Buyer's Agents at all times while Buyer or Buyer's Agents are on the Property); and (b) provide Seller with sufficient evidence to show that Buyer and Buyer's Agents, who are to enter upon the Property, are adequately covered by policies of insurance issued by a carrier reasonably acceptable to Seller insuring Buyer and Seller against any and all liability arising out of Buyer's or Buyer's Agents' entry upon and Inspection of the Property, including without limitation any loss or damage to the Property, with coverage in the amount of not less than $1,000,000 per occurrence. 3.5.2 Buyer agrees to keep the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Buyer or Buyer's Agents with respect to any Inspection or Physical Testing of the Property. If any such lien shall at any time after be filed, Buyer shall cause the execution same to be discharged of record within twenty (20) days thereafter by satisfying the same or, if Buyer in its discretion and delivery hereof for in good faith determines that such lien should be contested, by providing reasonable security to Seller in the purpose form of inspectingcash, surveyingletter of credit or bond. 3.5.3 Buyer shall, stakingat its sole cost and expense, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with all laws applicable federal, state and rules local laws, statutes, rules, regulations, ordinances, or policies in conducting the Inspection and regulations the Physical Testing. 3.5.4 Buyer hereby agrees to hold harmless, protect, defend and indemnify, and hereby releases, Seller and its trustees, officers, directors, employees, contractors, agents, subsidiaries and affiliates, and its and their respective successors and assigns (collectively, the "Indemnitees") and the Property from and against any and all claims, demands, causes of action, suits, sums paid in settlement of any governmental authority and obtain all licenses and permits required in connection with of the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such testsforegoing, and that if damage occursjudgments, and Purchaser elects not to close this transactionlosses, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liabilitydamages, lossinjuries, damageliabilities, penalties, enforcement actions, fines, taxes, liens, encumbrances, costs or expenses (including without limitation reasonable attorney's attorneys' fees, litigation, arbitration and/or administrative proceeding costs, expert and consultant fees and laboratory costs), whether direct or indirect, known or unknown (collectively, "Claims"), arising out of, connected with or incidental to: (a) which Seller may incur any injuries to persons (including death) or sustain property (real or personal), or (b) any mechanics', workers' or other liens on the Property, by reason of Purchaser's exercise of its right or relating to enter upon the Property, including any damage thereto work or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against activities conducted on the Property by Buyer or the Seller, which indemnity Buyer's Agents. The provisions of this SECTION 3.5.4 shall survive the termination or the closing not be limited in any way by any other terms of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, SECTION 5.5 of this Agreement. 3.5.5 In no event shall Buyer or Buyer's Agents have the execution of right to place any necessary documentationmaterials or equipment on the Property (including, of any wastes created without limitation, signs or extracted during Purchaserother advertising material) until after the Closing has occurred. 3.5.6 Buyer shall, at its sole cost and expense, clean up and repair the Property, in whatever manner necessitated by or resulting from entry thereon by Buyer or its agents, employees, representatives or contractors ("Buyer's investigation Agents"), so that the Property shall be returned to the same condition that existed prior to Buyer's or Buyer's Agents' entry thereon. 3.5.7 The parties agree to keep information, materials and data in connection with the transaction (the "Information") confidential, and each party represents, warrants and agrees that without the prior written consent of the Propertyother, which consent may be withheld in the other's sole and absolute discretion, they will: (a) keep the Information confidential, unless such Information is in the public domain or such Information must be disclosed under applicable law, or unless a party may have received such Information from sources other than the other party; (b) use its best efforts to safeguard the Information from unauthorized disclosure; and (c) not disclose to any person (i) that the Information has been made available to Buyer, (ii) that Buyer has inspected any portion of the Information, (iii) that discussions with respect to the sale of the Property are taking place, or (iv) any other facts with respect to such discussions, including the status thereof. Each party shall indemnify the other from and against any and all Claims resulting from, arising out of or in connection with its breach of its obligations under this SECTION 3.5.7. Notwithstanding the foregoing, if this Agreement is terminated, other than as a result of Seller's default, this Section 3.5.7 shall not be applicable to Seller thereafter.

Access to Property. Purchaser and/or 3.5.1 Subject to the rights of existing tenants of the Property ("Tenants"), whom Buyer hereby agrees not to interview or question without having provided Seller and Seller's Broker (as defined below) with at least 24 hours prior written notice of its agents intention to do so and an opportunity for Seller's representative to accompany Buyer or its representative during such interview, Seller hereby grants to Buyer a nonexclusive license to enter onto the Property solely for the purpose of conducting Buyer's Inspection which shall have also include the right examination of all operating books and records that relate to the Project (including all specifications and as-built drawings, building permits, certificates of occupancy, soil reports, engineering reports and similar information relating to the Project or its management, operation, maintenance or use, all to the extent they are in Seller's possession). Any Inspection work shall be at the sole cost and expense of Buyer. If Buyer or its agents, employees, representatives or contractors (collectively, "Buyer's Agents") conduct any activities on the Property that are excluded from the definition of "Inspection" in Section 3.2, that shall be a material breach of this Agreement and Seller may terminate this Agreement by written notice thereof to Buyer. The license created under this Section 3.5.1 shall expire on termination of this Agreement. At least forty-eight (48) hours prior to any entry and Inspection, Buyer shall provide Seller with sufficient evidence to show that Buyer and Buyer's Agents, who are to enter upon the Property, are adequately covered by policies of insurance issued by a carrier reasonably acceptable to Seller insuring Buyer and Seller against any and all liability arising out of Buyer's or Buyer's Agents' entry upon and Inspection of the Property, including without limitation any loss or damage to the Property, with coverage in the amount of not less than $1,000,000 per occurrence. 3.5.2 Buyer agrees to keep the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Buyer or Buyer's Agents with respect to any Inspection or Physical Testing of the Property. If any such lien shall at any time after be filed, Buyer shall cause the execution same to be discharged of record within twenty (20) days thereafter by satisfying the same or, if Buyer in its discretion and delivery hereof for the purpose in good faith determines that such lien should be contested, by recording a bond. Failure by Buyer to discharge such lien shall be a material breach of inspectingthis Agreement and Seller may terminate this Agreement by written notice thereof to Buyer. 3.5.3 Buyer shall, surveyingat its sole cost and expense, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with all laws applicable federal, state and rules local laws, statutes, rules, regulations, ordinances, or policies in conducting the Inspection and regulations of any governmental authority the Physical Testing. 3.5.4 Buyer hereby agrees to hold harmless, protect, defend and obtain all licenses indemnify, and permits required in connection with hereby releases, Seller and its trustees, officers, directors, employees, contractors, agents, subsidiaries and affiliates, and its and their respective successors and assigns (collectively, the aforementioned activities. Purchaser agrees that no permanent damage to "Indemnitees") and the Property shall be caused by such tests, from and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liabilityand all claims, lossdemands, damagecauses of action, losses, liabilities, liens, encumbrances, costs or expenses (including without limitation reasonable attorney's feesattorneys' fees and litigation costs) which Seller may incur arising out of, connected with or sustain incidental to: (a) any injuries to persons (including death) or property (real or personal), or (b) any mechanics', workers' or other liens on the Property, by reason of Purchaser's exercise of its right or relating to enter upon the Property, including any damage thereto work or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against activities conducted on the Property by Buyer or the Seller, which indemnity Buyer's Agents. The provisions of this Section 3.5.4 shall survive the any termination or the closing of this Agreement and shall not be limited in any way by any other terms of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, Section 5.6 of this Agreement. 3.5.5 Except as otherwise permitted under Section 3.5, in no event shall Buyer or Buyer's Agents have the execution right to place any materials or equipment on the Property (including, without limitation, signs or other advertising material) until after the Closing has occurred. 3.5.6 Buyer shall, at its sole cost and expense, clean up and repair the Property, in whatever manner necessary, after Buyer's or Buyer's Agents' entry thereon so that the Property shall be returned to the same condition that existed prior to Buyer's or Buyer's Agents' entry thereon. 3.5.7 Seller shall promptly be provided with a copy of any necessary documentationand all information, of any wastes created materials and data that Buyer and/or Buyer's Agents discover, obtain or extracted during Purchaser's investigation of the Propertygenerate in connection with or resulting from its Inspection and work under Section 3.5 hereunder.

Access to Property. Purchaser and/or its agents Maryland Guarantor shall, and shall have cause Operating Lessee and Approved Property Manager to permit agents, representatives and employees of Lender and the right Servicer to enter upon the Property at any time after the execution and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against inspect the Property or any portion thereof, and/or inspect, examine, audit and copy the Sellerbooks and records of Maryland Guarantor, which indemnity shall survive the termination Operating Lessee and Approved Property Manager (including all recorded data of any kind or the closing of this Agreement. Prior to any entry to perform any on-site testingnature, Purchaser shall give Seller written notice thereof including the identity regardless of the company or persons who will perform medium of recording), at such testing reasonable times as may be requested by Lender upon reasonable advance notice ( all subject to the terms and the proposed scope conditions of the testingApproved Management Agreement). Seller shall approve or disapprove, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt The cost of such noticeinspections, unless such notice proposes invasive examinations, copying or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections audits shall be borne solely by PurchaserMaryland Guarantor, and including the cost of all follow up or additional investigations, audits or inquiries deemed reasonably necessary by Lender (i) if Lender shall be paid by Purchaser whether determine that an Event of Default exists or not the Closing occurs. Any physical inspection of the Property shall be (ii) such inspections, examinations, copying or audits are conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared Lender in connection with its review verification of completion of any Capital Plan Component pursuant to Section 5.22(b). The cost of such inspections, examinations, audits and copying, if not paid for by Maryland Guarantor following demand, may be added to the Indebtedness and shall bear interest thereafter until paid at the Default Rate. If Maryland Guarantor prohibits, bars or fails to permit agents, representatives and employees of Lender and Servicer from entering and inspecting the Property or from inspecting, examining, auditing and copying the books and records of Maryland Guarantor, Operating Lessee and Approved Property Manager, as required by this Section, for more than five days after a written request is made by Lender to do so, Maryland Guarantor agrees to pay Lender on demand the sum of $1,000.00 for each day after such five-day period that Maryland Guarantor so prohibits or bars such inspection, and such sum or sums shall be part of the PremisesIndebtedness. Purchaser Notwithstanding any of Lender’s or Servicer’s rights in this Section, in no event shall ensure Lender or Servicer have any right to enter or inspect the Property or inspect, examine, audit or copy the books and records of Approved Property Manager that its agents is greater than or inconsistent with the access afforded to Maryland Guarantor and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections Operating Lessee under the terms of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the PropertyApproved Management Agreement.

Access to Property. 5.1.1 Purchaser and/or shall have a period from the Contract Date through 5:00 p.m. local time at the Property on the date that is one hundred eighty (180) days after the Contract Date (the “Due Diligence Period”) within which to undertake such inspections and investigations of the Property as Purchaser deems desirable to evaluate the financial and physical condition of the Property and such other matters that Purchaser may deem relevant. If Purchaser, in its agents sole discretion, shall determine to proceed with the purchase of the Property, then Purchaser shall affirm this Agreement by written notice (“Affirmation Notice”) given to Seller prior to the end of the Due Diligence Period. Upon the failure by Purchaser to give an Affirmation Notice, or upon Purchaser’s written termination of this Agreement at any time prior to the end of the Due Diligence Period (i) this Agreement shall automatically terminate, and (ii) the Deposit shall be immediately returned to Purchaser; and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement other than those that expressly survive termination of this Agreement. If Purchaser delivers an Affirmation Notice, then upon delivery of same the Deposit shall become nonrefundable to Purchaser except as set forth in Sections 6.2, 8.2 and 9 below. 5.1.2 Purchaser and Purchaser’s agents, employees and contractors shall have the right to enter upon the Property Land and Improvements at reasonable times and upon reasonable prior notice to Seller of no less than 48 hours. Purchaser shall, and shall cause its agents, contractors, consultants and employees, to use commercially reasonable efforts to not interfere with Seller’s on-going business operations during the period of any time after entry onto the execution and delivery hereof for Property. In the purpose event Purchaser desires to conduct any physically invasive due diligence such as sampling of inspectingsoils or drilling xxxxx, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriateprovide notice to Seller and first obtain Seller’s consent thereto, which consent Seller shall not unreasonably withhold, condition, or delay. In the event that Purchaser’s Phase I environmental site assessment reveals areas of concern and recommends a Phase II or other testing to be conducted regarding the Property and Seller does not consent to such additional testing (which consent Seller may withhold in its reasonable discretion), Purchaser may terminate this Agreement and receive the Deposit as well as a reimbursement of its third party diligence costs not to exceed Twenty Thousand and 00/Dollars ($20,000.00). Purchaser shall comply with all laws and rules and regulations of promptly restore any governmental authority and obtain all licenses and permits required in connection with damage or disturbance to the aforementioned activitiesProperty to the extent caused by Purchaser’s or its agents’, employees’ or contractors’ acts or omissions on or about the Property. Purchaser agrees that no permanent damage to and hereby does indemnify, defend and hold the Property shall be Seller harmless from and against any and all costs, losses, claims, liabilities or damages, including mechanic’s and materialmen’s liens, caused by such tests, and that if damage occurs, and the entry by Purchaser elects not to close this transaction, and/or any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its ’s agents, employees or contractors take any sample from onto the Property in connection with any approved testingpursuant to this Section 5.1.2 and activities performed thereon, provided that Purchaser shall provide not be liable to Seller for the mere discovery by Purchaser or its agents or contractors of any existing condition at the Property. Purchaser’s indemnification and restoration obligations under this Section 5.1.2 shall survive the termination of this Agreement for any reason, or the Closing of the purchase of the Property by Purchaser. Prior to entering the Property Purchaser shall deliver to Seller a portion certificate evidencing that Purchaser and any of such sample being tested its third party contractors or consultants have commercial general liability insurance in place in an aggregate limit of not less than $2,000,000.00 ($1,000,000.00 per occurrence) with respect to allow which Seller shall be named as an additional insured. 5.1.3 Seller shall on or before the Contract Date deliver to Purchaser the items relating to the Property listed on Exhibit C that are within Seller, if it so chooses, to perform its own testing ’s immediate possession or otherwise reasonably obtainable by Seller (Seller's approval of such testing being deemed a request for such samples“Due Diligence Deliverables”). During the term of this Agreement, Seller shall make available to Purchaser and Purchaser’s accountants, lenders, attorneys and other representatives for inspection and copying at the Property or at Seller’s offices such books, records, documents, materials and information concerning the Property as Seller may have in its representative may be present to observe any testing possession or other inspection performed on the Property. The costs and expenses of such inspections under its control, provided that Seller shall be borne solely by Purchaser, and shall be paid by Purchaser whether under no obligation to share any confidential or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (proprietary reports including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant relating to the provisions thereof, its marketing and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation sale of the Property.

Access to Property. Purchaser and/or 3.5.1 Subject to the rights of existing tenants of the Property ("TENANTS"), whom Buyer hereby agrees not to interview or question without having provided Seller and Seller's Broker (as defined below) with at least 24 hours prior written notice of its agents intention to do so during such interview, Seller hereby grants to Buyer and Buyer's representatives, agents, employees and contractors (collectively, "BUYER'S AGENTS") a nonexclusive license to enter onto the Property solely for the purpose of conducting Buyer's Inspection. Any Inspection work shall have be at the right sole cost and expense of Buyer. The license created under this Section 3.5.1 shall expire on termination of this Agreement. At least forty-eight (48) hours prior to any entry and Inspection, Buyer shall provide Seller with sufficient evidence to show that Buyer and Buyer's Agents, who are to enter upon the Property, are adequately covered by policies of insurance issued by a carrier reasonably acceptable to Seller insuring Buyer and Seller against any and all liability arising out of Buyer's or Buyer's Agents' entry upon and Inspection of the Property, including without limitation any loss or damage to the Property, with coverage in the amount of not less than $1,000,000 per occurrence. 3.5.2 Buyer agrees to keep the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Buyer or Buyer's Agents with respect to any Inspection or Physical Testing of the Property. If any such lien shall at any time after be filed, Buyer shall cause the execution same to be discharged of record within twenty (20) days thereafter by satisfying the same or, if Buyer in its discretion and delivery hereof for the purpose in good faith determines that such lien should be contested, by recording a bond. Failure by Buyer to discharge such lien shall be a material breach of inspectingthis Agreement and Seller may terminate this Agreement by written notice thereof to Buyer. 3.5.3 Buyer shall, surveyingat its sole cost and expense, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with all laws applicable federal, state and rules local laws, statutes, rules, regulations, ordinances, or policies in conducting the Inspection and regulations of any governmental authority the Physical Testing. 3.5.4 Buyer hereby agrees to hold harmless, protect, defend and obtain all licenses indemnify, and permits required in connection with hereby releases, Seller and its trustees, officers, directors, employees, contractors, agents, subsidiaries and affiliates, and its and their respective successors and assigns (collectively, the aforementioned activities. Purchaser agrees that no permanent damage to "INDEMNITEES") and the Property shall be caused by such tests, from and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liabilityand all claims, lossdemands, damagecauses of action, losses, liabilities, liens, encumbrances, costs or expenses (including without limitation reasonable attorney's feesattorneys' fees and litigation costs) which Seller may incur arising out of, connected with or sustain incidental to: (a) any injuries to persons (including death) or property (real or personal), or (b) any mechanics', workers' or other liens on the Property, by reason of Purchaser's exercise of its right or relating to enter upon the Property, including any damage thereto work or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against activities conducted on the Property by Buyer or the Seller, which indemnity Buyer's Agents. The provisions of this Section 3.5.4 shall survive the any termination or the closing of this Agreement and shall not be limited in any way by any other terms of this Agreement. Prior . 3.5.5 In no event shall Buyer or Buyer's Agents have the right to place any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof including the identity of the company materials or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described equipment on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liabilitysigns or other advertising material) incurred by until after the Closing has occurred. 3.5.6 Buyer shall, at its sole cost and expense, clean up and repair the Property, in whatever manner necessary, after Buyer's or caused by PurchaserBuyer's agents, employees or contractors, arising out of any Agents' entry or inspections of thereon so that the Property pursuant shall be returned to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage same conditions that existed prior to any Buyer's or Buyer's Agents' entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Propertythereon.

Access to Property. Purchaser and/or The Shareholder has caused the Company to deliver to the Buyer copies of all title information, including all abstracts, title insurance policies, legal opinions and surveys relating to the Real Property. The Buyer, its counsel, accountants, agents and other representatives shall have full and reasonable access to the Real Property, personal property, files, documents, records, permits, equipment, and all Assets of the Company (the "Records"). The Shareholder will make the Records immediately available to the Buyer at their current locations in Shareholder's or the Company's offices for its complete examination and otherwise reasonably cooperate with Buyer in connection with this paragraph. The Buyer's licensed inspectors and professionals will also have the right to enter upon the Real Property at any time during business hours after the execution and delivery hereof reasonable notice for the purpose of inspecting, surveyingat the sole cost and expense of the Buyer, staking, engineering, test boring, wetlands audit, drainage, percolationthe Real Property with respect to soil conditions, environmental audits matters, roof, structure, HVAC, electrical systems, plumbing, machinery, surveying matters and such performing other similar inspection investigatory work as the Purchaser shall consider Buyer considers appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, a Phase I and/or Phase II environmental audit (as appropriate)of the Real Property. The Buyer will have the right to make reasonable inquiries of tenants, governmental authorities, utility companies, Shareholder-designated representatives of the Company and other like parties and to make such feasibility studies and analyses as it considers appropriate. The Buyer hereby covenants and agrees to use all reasonable efforts so that neither the Buyer nor any of Buyer's representatives will interfere with the Company's Businesection Any entry made on the Real Property by the Buyer and its representatives will be at the sole risk of the Buyer. The right of inspection will terminate when and if this Agreement is terminated. The Buyer hereby covenants and agrees to indemnify and hold harmless the Company and the Shareholder from any and all loss, liability) incurred by or caused by Purchaser's agents, employees or contractorscosts (inclusive of reasonable attorneys' fees and disbursements), claims, demands, damages, actions, causes of action, and suits actually and directly arising out of or in any entry or inspections manner related to the exercise by the Buyer of the Buyer's rights under this paragraph. The Buyer will pay for all work and inspections performed on or in connection with the Real Property pursuant to and will not permit the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution creation of any necessary documentation, lien in favor of any wastes created contractor, subcontractor, materialman, mechanic, surveyor, architect or extracted during Purchaser's investigation of the Propertylaborer. The Buyer further covenants and agrees that if this transaction does not close it will repair any damage caused by Buyer.

Access to Property. Purchaser and/or 7.1. Until the Due Diligence Date, the Purchaser, its agents employees and agents, shall have the right be allowed to enter upon the Property at any time after the execution and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller conduct such reasonable, non- destructive investigations, studies, surveys and tests as the Purchaser may require in a manner not order to disrupt assess the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections suitability of the Property pursuant for the Purchaser’s intended use thereof. The Purchaser will make such investigations, studies, surveys and tests upon reasonable notice and with the minimum possible interruption to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agentsVendor. The Purchaser shall be solely responsible for all damages caused by all such investigations, studies, surveys and tests performed by or on its behalf as contemplated by this Section and agrees to restore and repair the proper management Property forthwith to the condition in which the Property existed prior to the Purchaser’s investigations, studies, surveys and disposal, including, but not limited totests at the Purchaser’s expense. In the event the Purchaser fails to make good any damages within a reasonable period of time after receiving notice of same from the Vendor, the execution reasonable cost of same shall be deducted from the Deposit before the return of same to the Purchaser, without prejudice to any other rights the Vendor may have at law or in equity. The Purchaser hereby agrees to indemnify and save the Vendor harmless with respect to all claims, fines, disbursements, legal fees on a substantial indemnity basis, interest, demands and actions of any necessary documentationnature or kind whatsoever sustained or incurred by the Vendor as a result of the Purchaser exercising its rights under this Section. The Purchaser’s obligations under this Section shall not merge on and shall survive the closing or termination of this Agreement for any reason. 7.2. The Purchaser covenants and agrees to treat the results of all its investigations, surveys, studies and tests in a strict and confidential manner and not to disclose the results to a third party except where required by law or to its advisors. If the Purchaser is not satisfied with the results of the Purchaser's investigations, studies, surveys and tests, the Purchaser will share the results thereof with the Vendor and provide copies of any wastes created test results, reports or extracted during Purchaser's investigation of the Propertystudies obtained.

Access to Property. (a) Subject to the Purchaser and/or complying with each of its agents obligations herein, from and after the Execution Date to and including the Due Diligence Date, and subject to any restrictions on the Vendor’s ability to grant access to the Property (which the Vendor shall use its best efforts to have waived), the Purchaser and its Representatives shall have the right access to enter upon the Property during the Vendor’s normal business hours upon reasonable notice to the Vendor, at any time after the execution Purchaser’s sole risk and delivery hereof expense, for the purpose of inspectinginspecting the Property, surveyingincluding without limitation performing physical and structural inspections, stakingsoil tests and environmental audits. Such inspections, engineering, test boring, wetlands audit, drainage, percolation, environmental tests and audits and such other similar inspection as shall be conducted in a manner that minimizes interference with the use of the Property. The Vendor or its agents shall accompany the Purchaser and its agents, consultants and employees on any inspections and shall consider appropriatehave the right, acting reasonably, to approve, or to refuse approval for, invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken. No such inspections, tests or audits shall occur unless the Purchaser shall comply with all laws has given the Vendor at least three (3) complete Business Day’s prior written notice and rules and regulations of any governmental authority and obtain all licenses and permits required in connection complies with the aforementioned activitiesforegoing requirements. Purchaser agrees that no permanent damage If, at any time, the Purchaser’s access to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, denied or impeded for any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses reason (including reasonable attorney's fees) which Seller may incur or sustain other than by reason of the Purchaser's exercise failure to comply with, or the proper imposition by the Vendor of, the access conditions set out in this Section 2.3(a)) such that the Purchaser is unable to conduct its Due Diligence of its right to enter upon the Property, including the Due Diligence Date shall automatically be extended by the number of days corresponding to the number of days on which such access was so denied or impeded. (b) The Purchaser shall repair any damage thereto or to any person or other property or caused by inspections, tests and audits performed by the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, consultants or employees and fully indemnify the Vendor from all costs of repairing any damage caused by such inspections, tests or contractors take audits and all Claims relating to any sample such inspections, tests and audits and from all Claims incurred by the Property in connection with any approved testing, Purchaser Vendor as a result thereof. This indemnity shall provide to Seller a portion survive termination of this Agreement regardless of the cause of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on the Property. The costs and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Propertytermination.

Access to Property. Purchaser and/or Seller grants to Buyer, and its duly authorized ------------------ agents shall have and employees, the right right, to enter upon the Property at any time after the execution in and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or at reasonable times, to any person or other property or inspect and examine the filing of any lien(s) against the Propertysame and to make such surveys, tests and the maintenance of any actionmeasurements thereof as Buyer shall reasonably deem necessary, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Sellerprovided however, which indemnity that Buyer shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give provide Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt of such notice, unless such notice proposes invasive or intrusive testing, in which case Seller shall have with at least three (3) business days after receipt advance notice of buyer's intention to access the Property in order that Seller may elect to have a representative present at the Property during Buyer's access. Notwithstanding the foregoing, with respect to any environmental investigation of the Property, Buyer's right to inspect and examine the Property hereunder shall be limited to a Phase I Investigation in accordance with paragraph 4(c) hereof. In the event that, based upon the results of the Phase I investigation, Buyer elects to perform any additional environmental investigation of the Property, then Buyer shall provide Seller, for Seller's review and approval, a plan, including a schedule, for the performance of such notice additional environmental investigation. The results of any such additional environmental investigation shall be subject to approve or disapprove such invasive or intrusive testingthe confidentiality provisions specified in 4(c) hereof. Seller hereby pre-approves In the contractors event Buyer does enter onto the Property pursuant to this provision, Buyer shall indemnify and tests described on Exhibit G. If Purchaser or hold harmless Seller, its officers, directors, agents, employees and representatives, from and against all claims, causes of action, fines, penalties, damages, liability losses or contractors take expenses, including reasonable attorneys' fees, of any sample kind or character, cause by or arising from the Property in connection with any approved testing, Purchaser shall provide to Seller a portion actions or activities of such sample being tested to allow Seller, if it so chooses, to perform Buyer and its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed agents and employees on the Property. The costs and expenses Except as otherwise provided in this Agreement, Buyer's right of such inspections access hereunder shall be borne solely terminate of April 30, 2000, unless extended in writing by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposal, including, but not limited to, the execution of any necessary documentation, of any wastes created or extracted during Purchaser's investigation of the Property.

Access to Property. Purchaser and/or its agents shall have the right to enter Purchaser, upon the Property at any time after the execution and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as the Purchaser shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon the Property, including any damage thereto or to any person or other property or the filing of any lien(s) against the Property, and the maintenance of any action, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheld, the proposed testing within one (1) business day after receipt days’ notice to Seller, and Seller’s reasonable approval of such noticethe scope of any tests or studies conducted at the Property and subject to the rights of tenants under the Tenant Leases, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice reasonable access to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves the contractors and tests described on Exhibit G. If Purchaser or its agents, employees or contractors take any sample from the Property in connection at all times subsequent to the Execution Date, with any approved testing, Purchaser shall provide full right to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed on i) inspect the Property. The costs ; and expenses of such inspections shall be borne solely by Purchaser, and shall be paid by Purchaser whether or not the Closing occurs. Any physical inspection of the Property shall be conducted by Purchaser on business days during normal business hours after no less than one (1ii) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of conduct all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible for the proper management and disposalnon-invasive tests thereon, including, but not limited to, surveys, a phase I environmental site assessment and property condition inspection, with respect thereto as Purchaser, its counsel, licensed engineers, surveyors or other representatives may deem necessary or desirable. Any entry on or to the execution Property by provisions hereof shall be at the risk of Purchaser, who hereby agrees not to cause damage to the Property and indemnifies Seller from any damage caused thereby; provided, however, and notwithstanding the foregoing, that Purchaser shall not be liable for the mere discovery of any necessary documentation, of any wastes created or extracted during Purchaser's investigation pre-existing condition of the Property. In no event shall Purchaser have the right to conduct any invasive testing on the Property, without the prior written consent of Seller which may be withheld in Seller’s sole discretion. In the event Purchaser wishes to conduct tenant interviews, Purchaser shall provide Seller with written notice not less than forty-eight (48) hours prior to the proposed time for such tenant interview. Seller shall have the right to have a representative present during any such tenant interview. In the event Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period or if the Purchaser fails to close for any reason (other than Seller’s default), if requested by Seller, Purchaser shall assign and deliver to Seller all third party reports obtained by Purchaser in connection with its review and inspection of the Property. Purchaser agrees that its access to the Property shall be afforded in such a manner as not to interfere with the businesses or operations of Seller, any tenant under the Tenant Leases, or any of their respective customers, suppliers or distributors. Purchaser shall indemnify Seller for any loss or damage, including court costs and reasonable attorneys' fees, incurred by Seller due to Purchaser's inspection of the Property hereunder; provided, however, and notwithstanding the foregoing, that Purchaser shall not be liable for the mere discovery of any pre-existing condition of the Property. Purchaser shall promptly restore the Property to its condition existing prior to the commencement of such activities which disturb or alter such Property. Furthermore, Purchaser agrees to maintain and/or cause any of its representatives or agents conducting on the Property any surveys, tests, investigations, analysis or assessments pursuant to this Section 8.1 to maintain and have in effect workers' compensation insurance required by law, with statutory limits of coverage, and commercial general liability insurance with (i) all risk coverage (ii) waiver of subrogation, and (iii) limits of not less than Two Million Dollars ($2,000,000) for personal injury, including bodily injury and death, and property damage. Such insurance shall name the Seller and its property manager (RCG Ventures I, LLC) as an additional insureds. The terms of this Section 8.1 related to Purchaser’s obligation to assign the third party reports shall survive the termination of this Agreement.

Access to Property. (a) Subject to the Purchaser and/or complying with each of its agents obligations herein and observing the rights of the Tenants under the Leases, from and after the Execution Date until the Closing Date, the Purchaser and its agents, advisors, consultants, employees and lenders shall have access to the Property, the Property Information, and to the Chattels during the Vendor’s normal business hours upon reasonable written notice to the Vendor, at the Purchaser’s sole risk and expense, for the purpose of inspecting the Property, the Property Information, and the Chattels including, without limitation, performing physical and structural inspections, soil tests and environmental audits, and reviewing the Property Information. Such inspections, tests and audits shall be conducted in a manner that minimizes interference with the use of the Property and does not contravene any Leases or unreasonably interfere with any Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not, except on at least 2 Business Days’ prior written notice and with the Vendor’s written consent (which shall not be unreasonably withheld) and in the company of a representative of the Vendor, if required by the Vendor, have any communications with Tenants or their employees. The Vendor shall have the right to enter upon the Property at any time after the execution and delivery hereof for the purpose of inspecting, surveying, staking, engineering, test boring, wetlands audit, drainage, percolation, environmental audits and such other similar inspection as accompany the Purchaser and its agents, consultants, employees and lenders on any inspections and shall consider appropriate. Purchaser shall comply with all laws and rules and regulations of any governmental authority and obtain all licenses and permits required in connection with have the aforementioned activities. Purchaser agrees that no permanent damage to the Property shall be caused by such tests, and that if damage occurs, and Purchaser elects not to close this transaction, any damage will be cured at Purchaser's expense. Purchaser will at all times hereafter indemnify and save harmless the Seller against any liability, loss, damage, costs or expenses (including reasonable attorney's fees) which Seller may incur or sustain by reason of Purchaser's exercise of its right to enter upon approve invasive or intrusive inspections, tests and audits, if any are proposed by the PropertyPurchaser, including any damage thereto or prior to any person or other property or the filing of any lien(s) against the Propertysuch inspections, tests and the maintenance of any actionaudits being undertaken, suit or proceeding to foreclose or otherwise enforce such lien(s) against the Property or the Seller, which indemnity shall survive the termination or the closing of this Agreement. Prior to any entry to perform any on-site testing, Purchaser shall give Seller written notice thereof 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, which approval shall not be unreasonably withheldwithheld or delayed. No such inspections, tests or audits shall occur unless the proposed testing within one Purchaser has given the Vendor at least two (12) business day after receipt of such noticecomplete Business Days’ prior written notice and complies with the foregoing requirements. (b) The Purchaser shall repair any damage caused by inspections, unless such notice proposes invasive or intrusive testing, in which case Seller shall have three (3) business days after receipt of such notice to approve or disapprove such invasive or intrusive testing. Seller hereby pre-approves tests and audits performed by the contractors and tests described on Exhibit G. If Purchaser or its agents, consultants, employees or contractors take lenders and fully indemnify the Vendor from all costs of repairing any sample damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens registered against the Property in connection with any approved testingas a result thereof. This indemnity shall survive termination of this Agreement regardless of the cause of such termination and shall survive the Closing. Notwithstanding the foregoing, Purchaser shall provide not be liable for any liens, claims, causes of action, damages, liabilities, costs and expenses (including but not limited to Seller a portion court costs and reasonable legal fees) incurred by Vendor arising from Purchaser’s discovery of such sample being tested adverse facts or conditions with respect to allow Sellerthe Property, if it so chooseswhich facts or conditions were not otherwise caused by Purchaser’s activities on the Property, to perform its own testing (Seller's approval of such testing being deemed a request for such samples). Seller or its representative may be present to observe any testing or other inspection performed pre-existing condition on the Property. The costs Purchaser agrees not to disclose any such adverse facts or conditions to any third party except with the consent of the Vendor, except to its agents, consultants, advisors, lenders and expenses investors (and then only to the extent necessary to evaluate or assess the adverse facts and to determine if, notwithstanding such adverse facts, it can complete the Transaction), or as may be required by law (including any requirements of such inspections governmental authorities of the United States applicable to Purchaser and its affiliates). (c) From and after the Execution Date, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be borne solely by Purchaser, entitled to be present at and participate in such discussions. All reliance letters and updates of reports shall be paid by Purchaser whether or not obtained at the Closing occurs. Any physical inspection expense of the Property shall be conducted by Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser on business days during normal business hours after no less than one (1) business day's prior written notice to Seller and in a manner not to disrupt the Tenants or Seller's business in any unreasonable manner. Purchaser shall promptly deliver to Seller duplicate copies of all reports, test results or other materials prepared in connection with its review of the Premises. Purchaser shall ensure that its agents and contractors maintain public liability and property damage insurance with single occurrence coverage of at least One Million ($1,000,000) Dollars and aggregate coverage of at least Two Million ($2,000,000) Dollars, naming Seller and its property manager as additional insureds, to insure against all liability (including, without limitation, environmental liability) incurred by or caused by Purchaser's agents, employees consultants and advisors to correspond with the appropriate statutory or contractors, arising out of any entry or inspections of the Property pursuant to the provisions thereof, and Purchaser shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property by Purchaser's employees, contractors or agents. Purchaser shall be solely responsible Governmental Authority for the proper management and disposalpurpose of obtaining information which such Governmental Authorities have on record regarding the Property, including, including but not limited toto information regarding compliance with laws, bylaws, regulations and assessments. The Vendor will promptly at the execution of Purchaser’s request execute and deliver any necessary documentationauthorizations reasonably required by the Purchaser to authorize the statutory or Governmental Authority to release such information to the Purchaser. The Purchaser shall not request, of nor cause to be conducted, any wastes created or extracted during Purchaser's investigation of the Propertyon-site inspections by any Governmental Authority.