Common use of Inspection Obligations and Indemnity Clause in Contracts

Inspection Obligations and Indemnity. Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; (h) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigation. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ fees) (collectively, “Claims”) arising out of Purchaser’s or Purchaser’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaser. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done performed by Purchaser with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; (h) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal processagents, consultants, representatives, attorneys, lenders, financial partners and their agents, consultants and representatives; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar zoning verification materials and standard requests as part of a customary Phase I environmental investigationmaterials. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) (collectively, “Claims”) arising out of Purchaser’s or Purchaser’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for but exclusive of any Claims related to (i) any loss, liability, cost or expense damages to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value marketability of the Property arising from, resulting from any adverse tests or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered obtained by Purchaser. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives contractors shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; (h) not interview any tenant, except if accompanied by Seller or one of its representatives; and (i) not reveal or disclose any information obtained during the Feasibility Inspection Period concerning the Property to anyone outside Purchaser’s 's organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s agents, consultants and representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigation. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys agents and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ ' fees) (collectively, “Claims”) to the extent arising out of Purchaser’s 's or Purchaser’s 's agents’ ' actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (ia) claims made by any tenant against Seller for Purchaser’s 's entry into such tenant’s 's premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s 's use or damage to its premises or property in connection with Purchaser’s 's review of the Property, and (iib) violation of Purchaser’s 's obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaser. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives shall: shall (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (d) promptly repair any damage to any part of the Properties or any personal property owned or held by any tenant caused by Purchaser’s inspection of the Properties; (e) promptly pay when due the costs of all tests, investigations and examinations done by Purchaser with regard to the PropertyProperties; (f) not permit any liens to attach to the Property by reason Properties as a result of Purchaser’s inspection of the exercise of its rights hereunderProperties; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertakenundertaken by Purchaser; and (h) except to the extent required by law, not reveal or disclose any information obtained during pursuant to its inspections of the Feasibility Period concerning the Property Properties to anyone outside other than the following persons or entities (each a “Purchaser Party/Representative”): (x) Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law prospective lenders, members, managers, partners or other regulatory co-venturers or investors, in connection with the proposed purchase of the Properties and their respective representatives; and (y) Purchaser’s directors, officers, partners, members, managers, affiliates, shareholders, employees, legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representativescounsel, or except accountants, engineers, architects, financial advisors and similar professionals and consultants to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned Purchaser deems it necessary or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigation. Purchaser shall, at appropriate in connection with its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection evaluation of the Property and Physical TestingProperties. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including including, but not limited to to, attorneys’ fees) (collectively, “Claims”) arising out of Purchaser’s or Purchaser’s agents’ actions taken in, on or about the Property Properties in the exercise of the inspection right granted pursuant inspections of Purchaser prior to Section 5.1the Effective Date, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use of or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by PurchaserProperties. This Section 5.2 5.3 shall survive the Closing and/or any termination of this AgreementAgreement without limitation. Purchaser acknowledges and agrees that the Documents and investigation available to it have been sufficient to allow Purchaser to decide whether or not to enter into this Agreement and consummate the transaction contemplated hereby.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives contractors shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Feasibility Inspection Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s agents, consultants and representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigation. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys agents and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) (collectively, “Claims”) to the extent arising out of Purchaser’s or Purchaser’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (ia) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (iib) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaser. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property Properties or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the PropertyProperties; (f) not permit any liens to attach to the Property Properties by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Feasibility Period concerning the Property Properties to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s agents, consultants and representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigation. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property Properties and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) (collectively, “ClaimsLosses”) arising out of Purchaser’s or Purchaser’s agents’ actions taken in, on or about the Property Properties in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, 5.1 (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense except to the extent arising fromthe Losses were caused by Seller’s negligence, willful misconduct or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaserfraud). This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (cb) not damage any part of the Property or any personal property owned or held by any tenant; (dc) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (ed) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (fe) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (gf) restore the Improvements and the surface of the Real Property to substantially the same the condition in which the same was found before any such inspection or tests were undertaken; and (hg) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined except in compliance with Section 15.1) or as required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigation. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ fees) (collectively, “Claims”) arising out of Purchaser’s or Purchaser’s agents’ agents actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding 5.4, provided, however, that the foregoing, Purchaser indemnification required pursuant to this Section 5.4 shall have no liability for any Claims related to not cover (i) the cost of cleanup or remediation of any loss, liability, cost or expense pre-existing environmental conditions disclosed by any such Inspections and/or Physical Testing unless due to the extent arising fromnegligent acts or omissions or willful misconduct of Purchaser or Purchaser’s agents and/or contractors, or related to, or(ii) matters caused solely by the negligent or willful acts or omissions wrongful action of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its Seller’s agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaser. This Section 5.2 5.4 shall survive the Closing and/or and any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives contractors shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) subject to the terms of Section 15.1 hereof, not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s 's organization other than to its Authorized Representatives (as defined in Section 15.1) or as required who shall agree to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, keep such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigationinformation confidential. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulationscodes, ordinances or policies ordinances, orders, regulations and requirements of all federal, state, county and municipal governments, departments, boards, authorities, agencies officials and officers ("LEGAL REQUIREMENTS") in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys agents and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ ' fees) (collectively, “Claims”) arising out of Purchaser’s 's or Purchaser’s 's agents’ ' actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s 's entry into such tenant’s 's premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s 's use or damage to its premises or property in connection with Purchaser’s 's review of the Property, and (ii) violation of Purchaser’s 's obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability not be liable for any Claims related to (i) any losscosts and damages resulting from Purchaser's discovery of pre-existing conditions, liability, cost or expense to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by absent Purchaser's negligence. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives Reviewing Entities shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) subject to the Exclusions, restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; (h) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal processReviewing Entities; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) except as provided in Section 5.1, not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar zoning verification materials and standard requests as part of a customary Phase I environmental investigationmaterials. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Except for the Exclusions, Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) (collectively, “Claims”) arising out of Purchaser’s or Purchaser’s agentsReviewing Entities’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaser. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives contractors shall: (a) not unreasonably disturb the Seller’s use and/or the tenants of the Improvements or unreasonably interfere with their the tenant’s use of the Real Property pursuant to their respective Leasesthe Billboard Lease; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenantSeller or tenant or its agents, employees or visitors; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenanttenant or any other party; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to substantially the same condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Feasibility Inspection Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except as may be reasonably required in the presence of Seller or one of Seller’s representatives, or except Purchaser applying for and obtaining development incentives with respect to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning(ii) as may be required by law and (iii) to Purchaser’s agents, taxprospective investors and lenders, utility service consultants and similar verification materials representatives which parties shall agree to maintain confidentiality and standard requests as part of a customary Phase I environmental investigationuse such information only in common with this transaction. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partnersaffiliates, directors, officers, directorspartners, employees, agents, attorneys agents and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ fees) (collectively, “Claims”) to the extent arising out of Purchaser’s or Purchaser’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (ia) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (iib) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense to the extent arising from, or related to, the negligent 5.2 except where caused by Seller’s gross negligence or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchasermisconduct. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (cb) not damage any part of the Property or any personal property owned or held by any tenant; (dc) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (ed) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (fe) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (gf) restore the Improvements and the surface of the Real Property to substantially the same the condition in which the same was found before any such inspection or tests were undertaken; and (hg) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined except in compliance with Section 15.1) or as required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigation. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ fees) (collectively, “Claims”) arising out of Purchaser’s or Purchaser’s agents’ agents actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding 5.4, provided, however, that the foregoing, Purchaser indemnification required pursuant to this Section 5.4 shall have no liability for any Claims related to not cover (i) the cost of cleanup or remediation of any loss, liability, cost or expense pre-existing environmental conditions disclosed by any such Inspections and/or Physical Testing unless due to the extent arising fromnegligent acts or omissions or willful misconduct of Purchaser or Purchaser’s agents and/or contractors, or related to, (ii) matters caused solely by the negligent or willful acts or omissions wrongful action of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its Seller’s agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaser. This Section 5.2 5.4 shall survive the Closing and/or and any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken, subject to normal wear and tear, damage caused by parties unaffiliated with Purchaser and casualty; (h) not reveal or disclose any information obtained during the Feasibility Period by Purchaser in connection with Purchaser’s investigation concerning the Property to anyone outside Purchaser’s 's organization other than its Authorized Representatives (as defined in Section 15.1) or as agents, consultants, representatives, lenders, financial partners, accountants, attorneys, clients, members, partners and other advisors and their agents, consultants and representatives, except to the extent required to be disclosed by any law or other regulatory court order or legal processin connection with any securities filings, registration statements or similar filings undertaken by Purchaser or in connection with any litigation that may arise between the parties in connection with the transactions contemplated by this Agreement; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar zoning verification materials and standard requests as part of a customary Phase I environmental investigationmaterials. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to reasonable attorneys’ ' fees) (collectively, “Claims”) arising out of Purchaser’s 's or Purchaser’s 's agents’ ' actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s 's entry into such tenant’s 's premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s 's use or damage to its premises or property in connection with Purchaser’s 's review of the Property, and (ii) violation of Purchaser’s 's obligations pursuant to this Section 5.2. Notwithstanding ; provided, however, the foregoingindemnity contained in this Section 5.2 does not extend to cover any loss or liability which may arise in any way out of a preexisting condition at the Property which may be discovered by Purchaser during the course of its investigations, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense except to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any that such condition discovered is exacerbated by Purchaser, its agents or consultants. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives contractors shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s agents, consultants, contractors, attorneys, accountants and representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigation. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys agents and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ fees) (collectively, “Claims”) arising out of Purchaser’s or Purchaser’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaser. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; (h) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal processagents, consultants, representatives, lenders, financial partners and their agents, consultants and representatives; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar zoning verification materials and standard requests as part of a customary Phase I environmental investigationmaterials. Purchaser shall, at its sole cost and expense, comply with all applicable federalFederal, state State and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assignsassigns (“Seller Exculpated Parties”), harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ fees) (collectively, “Claims”) arising out of Purchaser’s or Purchaser’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation the breach of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for but exclusive of any Claims related to (i) any loss, liability, cost or expense damages to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value marketability of the Property arising fromresulting from any adverse tests or inspections obtained by Purchaser; provided, however, that Purchaser’s obligations under this Section 5.2 shall not apply to the mere discovery of a pre-existing environmental or related to, matters discovered by Purchaser physical condition at the Property that becomes evident during or its agents, employees or representatives during from any inspections inspection undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) Agreement or claims that arise out of Seller or any latent defects in the Property discovered by Purchaser Seller Exculpated Party’s negligence or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaserwillful misconduct. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Feasibility Period concerning the Property to anyone outside Purchaser’s 's organization other than its Authorized Representatives (as defined in Section 15.1) agents, consultants, representatives, and lenders and its and their legal counsel, or as otherwise required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigationapplicable law. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to reasonable attorneys’ ' fees) (collectively, “Claims”) arising out of Purchaser’s 's or Purchaser’s 's agents’ ' actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 5.1, including, without limitation, (i) claims made by any tenant against Seller for Purchaser’s 's entry into such tenant’s 's premises in a manner not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s 's use or damage to its premises or property in connection with Purchaser’s 's review of the Property, and (ii) violation of Purchaser’s 's obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related to (i) any loss, liability, cost or expense to the extent arising from, or related to, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchaser. This Section 5.2 shall survive the Closing and/or any termination of this Agreement.

Inspection Obligations and Indemnity. Purchaser In the course of its review and its agents physical inspection of the Properties, the Blackstone Parties shall have the right to conduct non-invasive physical and representatives environmental inspections and shall: (ai) not unreasonably disturb the tenants of Tenants at the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective LeasesProperties; (bii) not unreasonably interfere with the operation and maintenance of the Real PropertyProperties; (ciii) not damage any part of the Property Properties or any personal property owned of Steadfast, any Property Owner or held by any tenantTenant located thereon; (div) not injure or otherwise cause bodily harm to Sellerthe Property Owners, its the Tenants, or their respective employees, agents, contractors and employees or any tenantinvitees; (ev) promptly pay when due the costs of all tests, investigations and examinations done conducted with regard to the PropertyProperties; and (fvi) not permit any liens arising by reason of any Blackstone Party’s actions in connection with this Agreement to attach to any Property. In the Property event a Phase II environmental study or other invasive testing is recommended by reason of a Phase I study obtained by the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which Company or is otherwise requested by Blackstone, Blackstone shall consult with Steadfast regarding the same was found before any and, provided that Steadfast agrees to permit such inspection or tests were undertaken; (h) testing in Steadfast’s sole discretion, the Parties shall cooperate to permit such recommended testing in a manner that does not reveal or disclose any information obtained during unreasonably interfere with operations at the Feasibility Period concerning the Property to anyone outside Purchaser’s organization other than its Authorized Representatives (as defined in Section 15.1) or as required to be disclosed by law or other regulatory or legal process; (i) not contact or otherwise interview any tenant except in the presence of Seller or one of Seller’s representatives, or except to the extent otherwise approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed; and (j) not contact any Federal, State or local governmental authority concerning the applicable Property, other than standard requests for zoning, tax, utility service and similar verification materials and standard requests as part of a customary Phase I environmental investigation. Purchaser shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and Physical Testing. Purchaser shall, Blackstone shall and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, Steadfast Parties harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) (collectively, “Claims”) arising out of Purchasercaused by Blackstone or any Blackstone Party’s or Purchaser’s agents’ actions taken in, on or about the Property Properties in the exercise of the inspection right rights granted pursuant to Section 5.17.1; provided, includinghowever, without limitation, (i) claims made by any tenant against Seller for Purchaser’s entry into such tenant’s premises in a manner that the foregoing indemnity shall not permitted to Seller pursuant to such tenant’s lease or any interference with any tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) violation of Purchaser’s obligations pursuant to this Section 5.2. Notwithstanding the foregoing, Purchaser shall have no liability for any Claims related apply to (i) any lossanything caused by the gross negligence or willful misconduct of Steadfast, liability, cost or expense to the extent arising fromProperty Owners, or related totheir respective Affiliates, the negligent or willful acts or omissions of Seller or its representatives or any tenant of the Property, (ii) any diminution in value the mere discovery or the reporting or failure to report of the Property arising from, or related to, matters discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, (iii) any latent defects in the Property discovered by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise, and/or (iv) any Hazardous Materials (as hereinafter defined in Section 7.1.11) or regulated substances which are discovered (but not deposited or spread) in, on, under or about the Property by Purchaser or its agents, employees or representatives during any inspections undertaken by Purchaser or its agents, employees or representatives in compliance with the terms of this Agreement, but not otherwise (collectively the “Purchaser Liability Exceptions”) so long as, in each case, Purchaser takes reasonable steps not to exacerbate any such condition discovered by Purchasera pre-existing condition. This Section 5.2 7.2 shall survive the Closing Closings and/or any termination of this Agreement.