Common use of Property Inspection Clause in Contracts

Property Inspection. Buyer and its agents, employees and contractors shall have the right from the Effective Date through the Closing, upon 24 hours prior notice to Seller, to enter upon the Property and shall be afforded full and complete access to the Property, during normal business hours for the purpose of making such investigations as Buyer deems prudent with respect to the condition of the Property so long as Buyer does not interfere with Seller’s existing operations on the Real Property. Such inspections and investigations may include, without limitation, invasive testing, survey preparation, confirmation of compliance with state and local laws, seismic tests, and environmental and Hazardous Material (as hereafter defined) studies (including, without limitation, surface and subsurface tests, borings, samplings and measurements and air and water quality sampling). In the event that Buyer conducts any invasive testing, Buyer shall restore the Property to the condition existing immediately prior to such testing. Buyer may conduct any feasibility studies and other investigations of the Property and Buyer’s intended use thereof that Buyer deems necessary or appropriate, including compliance with, or Buyer’s ability to comply with, all applicable laws and regulations which relate to the use and occupancy of the Property or Buyer’s intended residential development of the property, permit, zoning, land use, subdivision, and any proposed impositions, assessments or governmental regulations affecting or potentially affecting the Property. Seller shall reasonably cooperate and assist Buyer in completing such inspections at no cost to Seller. Except as provided below, Buyer agrees to indemnify and hold Seller and the Property harmless from and against any and all claims, demands, liabilities, liens, judgments, costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements (collectively, “Claims”) arising out of the negligent conduct of Buyer, its employees, agents, contractors and consultants in conducting the Inspections and Investigations of the Property; provided, however, that such indemnification shall not cover any Claims which are attributable to (i) pre-existing adverse conditions affecting the Property, (ii) the conduct of Seller or any party for whom Seller is legally responsible, or (iii) Buyer’s discovery of any information potentially having a negative impact on Seller or the Property (including, without limitation, any claims arising out of, resulting from or incurred in connection with the discovery of any Hazardous Materials on or about the Property). Such indemnification shall survive the completion of such Inspections and Investigations for a period of twenty four (24) months.

Property Inspection. Buyer and its agents, employees and contractors shall have the right from the Effective Date through the Closing, upon 24 hours prior notice to Seller, to enter upon the Property and shall be afforded full and complete access to the Property, during normal business hours for the purpose of making such investigations as Buyer deems prudent with respect to the condition of the Property so long as Buyer does not interfere with Seller’s existing operations on the Real Property. Such inspections and investigations may include, without limitation, invasive testing, survey preparation, confirmation of compliance with state and local laws, seismic tests, and environmental and Hazardous Material (as hereafter defined) studies (including, without limitation, surface and subsurface tests, borings, samplings and measurements and air and water quality sampling). In the event that Buyer conducts any invasive testing, Buyer shall restore the Property to the condition existing immediately prior to such testing. Buyer may conduct any feasibility studies and other investigations of the Property and Buyer’s intended use thereof that Buyer deems necessary or appropriate, including compliance with, or Buyer’s ability to comply with, all applicable laws and regulations which relate to the use and occupancy of the Property or Buyer’s intended residential development of the property, permit, zoning, land use, subdivision, and any proposed impositions, assessments or governmental regulations affecting or potentially affecting the Property. Seller shall reasonably cooperate and assist Buyer in completing such inspections at no cost to Seller. Except as provided below, Buyer agrees to indemnify and hold Seller and the Property harmless from and against any and all claims, demands, liabilities, liens, judgments, costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements (collectively, “Claims”) arising out of the negligent conduct of Buyer, its employees, agents, contractors and consultants in conducting the Inspections and Investigations of the Property; provided, however, that such indemnification shall not cover any Claims which are attributable to (i) pre-existing adverse conditions affecting the Property, (ii) the conduct of Seller or any party for whom Seller is legally responsible, or (iii) Buyer’s discovery of any information potentially having a negative impact on Seller or the Property (including, without limitation, any claims arising out of, resulting from or incurred in connection with the discovery of any Hazardous Materials on or about the Property). Such indemnification shall survive the completion of such Inspections and Investigations for a period of twenty four (24) months.

Property Inspection. Buyer To the extent GECC has the right under the Merger Agreement to do so, and subject to any conditions set forth therein, GECC shall provide Purchaser the opportunity to make a physical inspection of the Real Property, including an inspection of the environmental condition thereof pursuant to the terms and conditions of this Agreement, to interview tenants of the Property, to conduct such non-invasive physical engineering and other studies and tests on or of the Property and to prepare surveys of the Projects as Purchaser deems appropriate in its agentssole discretion; provided, employees however, Purchaser understands and contractors agrees that any on-site inspections of the Property shall occur during normal business hours, after reasonable prior notice to GECC, and shall be conducted so as not to interfere unreasonably with the use of the Property by the Seller thereof or its tenants or with the management of each Project by its respective property manager. The Seller, Arden and GECC each shall have the right from the Effective Date through the Closing, upon 24 hours prior notice to Seller, have a representative present during any such inspections and tenant interviews. If Purchaser desires to enter upon the Property and shall be afforded full and complete access to do any invasive testing at the Property, during normal business hours for the purpose of making such investigations as Buyer deems prudent with respect Purchaser shall do so only after notifying GECC and obtaining GECC’s prior written consent thereto, which consent may be withheld to the condition of extent GECC is required to request permission for such testing from the Property so long Seller and is thereafter unable after using good faith efforts to obtain the right to perform such inspections. Furthermore, such inspections may be subject to terms and conditions imposed by Arden in accordance with the Merger Agreement or otherwise reasonably imposed by Arden, GECC or Seller. Without limiting the foregoing, Purchaser at its sole cost and expense shall maintain adequate liability insurance naming Arden, GECC and Seller as Buyer does not interfere with Seller’s existing operations on the Real Property. Such inspections additional insureds and investigations may include, without limitation, invasive testing, survey preparation, confirmation of compliance with state and local laws, seismic tests, and environmental and Hazardous Material (as hereafter defined) studies (including, without limitation, surface and subsurface tests, borings, samplings and measurements and air and water quality sampling). In the event that Buyer conducts shall promptly restore any invasive testing, Buyer shall restore damage to the Property to the its condition existing immediately prior to any such testinginspections or tests. Buyer may conduct Upon request from GECC, Purchaser will furnish to GECC copies of any feasibility studies and other investigations third-party reports received by Purchaser relating to any inspection of the Property Property, without representation or warranty of any kind. Purchaser agrees to protect, indemnify, defend and Buyer’s intended use thereof that Buyer deems necessary or appropriatehold GECC, including compliance with, or Buyer’s ability to comply with, all applicable laws and regulations which relate to the use and occupancy of the Property or Buyer’s intended residential development of the property, permit, zoning, land use, subdivisionArden, and any proposed impositions, assessments or governmental regulations affecting or potentially affecting the Property. Seller shall reasonably cooperate and assist Buyer in completing such inspections at no cost to Seller. Except as provided below, Buyer agrees to indemnify and hold Seller and the Property harmless from and against any and all claims, demands, claim for liabilities, lienslosses, judgmentscosts, costs and expenses including, without limitation, (including reasonable attorneys’ fees and disbursements (collectivelyfees), “Claims”) damages, injuries, liens or claims of lien arising out of or resulting from the negligent conduct of Buyer, its employees, agents, contractors and consultants in conducting the Inspections and Investigations inspection of the Property; providedProperty by Purchaser or its agents or consultants other than resulting from conditions that are discovered but not caused or aggravated by Purchaser, howeverand notwithstanding anything to the contrary in this Agreement, that such indemnification obligation to indemnify and hold harmless shall not cover survive Closing or any Claims which are attributable termination of this Agreement. The results of any such inspections shall in no event permit Purchaser to (i) pre-existing adverse conditions affecting terminate this Agreement or release Purchaser from its obligation to purchase the Property, (ii) the conduct of Seller or any party for whom Seller is legally responsible, or (iii) Buyer’s discovery of any information potentially having a negative impact on Seller or the Property (including, without limitation, any claims arising out of, resulting from or incurred in connection with the discovery of any Hazardous Materials on or about the Property). Such indemnification shall survive the completion of such Inspections and Investigations for a period of twenty four (24) months.

Property Inspection. Buyer and its agentsa) It is the Buyer’s sole responsibility to (1) perform all inspections (physical, employees and contractors shall have the right from the Effective Date through the Closinglegal, upon 24 hours prior notice to Sellereconomic, to enter upon environmental, archeological, geological, pest, or otherwise) on the Property and shall to be afforded full satisfied as to its condition prior to entering into this Contract; and complete access (2) to review all property information and due diligence materials with respect to the Property, during normal business hours for the purpose of making such investigations as Buyer deems prudent with respect to the condition of the Property so long as Buyer does not interfere with Seller’s existing operations on the Real Property. Such inspections and investigations may include, without limitation, invasive testing, survey preparation, confirmation of compliance with state and local laws, seismic tests, and environmental and Hazardous Material (as hereafter defined) studies (including, without limitation, surface the Disclosure Statements, prior to entering into this Contract; and subsurface tests, borings, samplings (3) to independently verify any information it deems important including information available in public records; and measurements and air and water quality sampling). In the event that Buyer conducts any invasive testing, Buyer shall restore the Property (4) to inquire of public officials as to the condition existing immediately prior to such testing. Buyer may conduct any feasibility studies applicability of and other investigations of the Property and Buyer’s intended use thereof that Buyer deems necessary or appropriate, including compliance with, or Buyer’s ability to comply with, all applicable laws and regulations which relate to the with land use and occupancy of the Property or Buyer’s intended residential development of the propertyenvironmental laws, permitbuilding ordinances, zoning, land use, subdivisionhealth & safety codes, and any proposed impositionsother local, assessments state or governmental regulations affecting federal laws and regulations. b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or potentially affecting for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the PropertyProperty as a result of such activities. Seller Buyer shall reasonably cooperate and assist Buyer in completing such inspections not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at no cost to SellerBuyer’s request. Except as provided below, Buyer agrees to indemnify defend, indemnify, protect and hold Seller and the Property Auctioneer harmless from and against any and liability, damage, cost or expense incurred, directly or indirectly, by Seller or Auctioneer as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all claims, demands, liabilities, liens, judgments, costs and expenses includingincurred by such parties to enforce this Section, without limitation, including reasonable attorneys’ fees and disbursements (collectively, “Claims”) arising out of the negligent conduct of Buyer, its employees, agents, contractors and consultants in conducting the Inspections and Investigations of the Property; provided, however, that such indemnification shall not cover whether any Claims which are attributable to (i) pre-existing adverse conditions affecting the Property, (ii) the conduct of Seller lawsuit or any party for whom Seller arbitration is legally responsible, or (iii) Buyer’s discovery of any information potentially having a negative impact on Seller or the Property (including, without limitation, any claims arising out of, resulting from or incurred commenced in connection with this Agreement. Buyer further agrees to repair any damage caused by such inspections and to restore the discovery of any Hazardous Materials on or about Property to its condition prior to the Property)inspection. Such indemnification This provision shall survive the completion Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer or Seller with a certificate of liability insurance, naming Seller and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such Inspections and Investigations for a period of twenty four (24) monthscontractor, agent or inspector’s entry onto the Property.

Property Inspection. Prior to the Closing Date, Seller shall afford Buyer and Buyer’s Agents reasonable access to the Real Property for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests, and any other physical inspections, studies, or tests reasonably required by Buyer (collectively, the “Inspections”) with respect to the Property. Buyer shall maintain for itself and on behalf of its consultants and contractors, or Buyer shall maintain and shall ensure that its agents, employees consultants and contractors maintain, public liability and property damage insurance insuring against any liability arising out of any entry, tests or investigations of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer and/or its consultants, agents and contractors (as applicable) shall be in the amount of One Million Dollars ($1,000,000.00) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. The policy maintained by Buyer shall insure the contractual liability of Buyer covering the indemnities herein and shall (i) name the Seller and its successors, assigns and affiliates as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that “the insurance provided by Buyer hereunder shall be primary and non-contributing with any other insurance available to Seller.” Buyer shall provide Seller with evidence of such insurance coverage prior to any entry, tests or investigations of the Property. The aforementioned insurance coverage may be obtained under a blanket policy carried by Buyer or its agents, consultants or contractors, as the case may be. Notwithstanding the foregoing, Buyer shall not be permitted to undertake any intrusive or destructive testing of the Property, including without limitation a “Phase II” environmental assessment, (“Physical Testing”) without in each instance first obtaining Seller’s written consent thereto, which consent Seller shall not unreasonably withhold. Prior to entering the Property (and on each and every occasion), Buyer shall deliver to Seller prior written notice thereof (or verbal notice wherein Buyer actually speaks with a representative of Seller (not a voicemail message) with written notice delivered immediately thereafter, if requested at such time), and shall afford Seller a reasonable opportunity to have a representative of Seller present to accompany Buyer while Buyer performs its evaluations, inspections, tests, Physical Testing and other investigations of the physical condition, including without limitation, the environmental condition, of the Property. Buyer also shall have the right from to contact any governmental agency with respect to any Hazardous Materials (as defined below) on, or the Effective Date through the Closingenvironmental condition of, upon 24 hours prior notice to Seller, to enter upon the Property and shall be afforded full and complete access to the Property, during normal business hours for the purpose of making such investigations as Buyer deems prudent with respect to the condition of the Property so long as Buyer does not interfere with Seller’s existing operations on the Real Property. Such inspections and investigations may include, without limitation, invasive testing, survey preparation, confirmation of compliance with state and local laws, seismic tests, and environmental and Hazardous Material (as hereafter defined) studies (including, without limitation, surface and subsurface tests, borings, samplings and measurements and air and water quality sampling)in connection with a “Phase I” or “Phase II” environmental assessment. In the event that Buyer conducts Prior to any invasive testingsuch contact, Buyer shall restore the Property give Seller written notice thereof (or verbal notice wherein Buyer actually speaks with a representative of Seller (not a voicemail message) with written notice delivered immediately thereafter, if requested at such time), and shall afford Seller a reasonable opportunity to have a representative of Seller present to accompany Buyer while Buyer contacts any such governmental agency. In addition, prior to any entry to perform any necessary on-site inspections, tests, Physical Testing or investigations with respect to the physical condition existing immediately prior to such testing. Buyer may conduct any feasibility studies and other investigations of the Property and Buyer’s intended use thereof that Buyer deems necessary or appropriate, including compliance with, or Buyer’s ability to comply with, all applicable laws and regulations which relate to the use and occupancy of the Property or Buyer’s intended residential development of the property, permit, zoning, land use, subdivision, and any proposed impositions, assessments or governmental regulations affecting or potentially affecting the Property. Seller shall reasonably cooperate and assist Buyer in completing such inspections at no cost to Seller. Except as provided below, Buyer agrees to indemnify and hold Seller and the Property harmless from and against any and all claims, demands, liabilities, liens, judgments, costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements (collectively, “Claims”) arising out of the negligent conduct of Buyer, its employees, agents, contractors and consultants in conducting the Inspections and Investigations of the Property; provided, however, that such indemnification shall not cover any Claims which are attributable to (i) pre-existing adverse conditions affecting the Property, (ii) the conduct of Seller or any party for whom Seller is legally responsible, or (iii) Buyer’s discovery of any information potentially having a negative impact on Seller or the Property (including, without limitation, any claims arising out of, resulting from or incurred in connection with the discovery of any Hazardous Materials on or about the Property). Such indemnification shall survive the completion of such Inspections and Investigations for a period of twenty four (24) months.

Property Inspection. Buyer BUYER and its agents, employees and contractors BUYER’S agents shall have the right from to enter the Effective Date through the Closing, premises upon 24 no less than forty-eight (48) hours prior written notice to SellerSELLER, at BUYER’S own risk, for the purposes of inspecting the premises for the presence of Hazardous Materials, provided that BUYER shall not conduct any subsurface tests without SELLER’S prior written consent, not to enter upon the Property be unreasonably withheld, and shall be afforded full promptly restore the premises to their condition as prior to any such disturbance. BUYER shall defend, indemnify and complete access hold SELLER harmless against any claim by BUYER or BUYER’S agents, employees or invitees (with BUYER, the “Buyer Parties”) for any harm, injury, loss, claims, demand, damage and/or liability arising from or relating to the Property, during normal business hours for the purpose of making such investigations as Buyer deems prudent with respect to the condition of the Property so long as Buyer does not interfere with Seller’s existing operations on the Real Property. Such inspections said entry and investigations may include, without limitation, invasive testing, survey preparation, confirmation of compliance with state and local laws, seismic tests, and environmental and Hazardous Material (as hereafter defined) studies (including, without limitation, surface and subsurface tests, borings, samplings and measurements and air and water quality sampling). In the event that Buyer conducts any invasive testing, Buyer shall restore the Property Premises to substantially the same condition existing immediately as prior to such testingentry. Buyer may conduct any feasibility studies and other investigations of the Property and Buyer’s intended use thereof that Buyer deems necessary or appropriateBUYER shall maintain comprehensive liability insurance, including compliance withcoverage for bodily injury, or Buyer’s ability wrongful death and property damage, in the minimum amount set forth herein to comply withsupport the obligations of BUYER under the terms and conditions of this agreement to indemnify, all applicable laws and regulations which relate to the use and occupancy of the Property or Buyer’s intended residential development of the property, permit, zoning, land use, subdivision, and any proposed impositions, assessments or governmental regulations affecting or potentially affecting the Property. Seller shall reasonably cooperate and assist Buyer in completing such inspections at no cost to Seller. Except as provided below, Buyer agrees to indemnify defend and hold Seller harmless SELLER: General Liability: $1,000,000.00/occurrence, $2,000,000.00/aggregate; Bodily Injury Liability: $1,000,000.00/occurrence, $2,000,000.00/aggregate. The insurance coverage required hereunder shall be issued by insurance companies licensed in Massachusetts and the Property harmless from and against any and all claims, demands, liabilities, liens, judgments, costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements (collectively, “Claims”) arising out of the negligent conduct of Buyer, its employees, agents, contractors and consultants in conducting the Inspections and Investigations of the Property; provided, however, that such indemnification shall not cover any Claims which are attributable to (i) pre-existing adverse conditions affecting the Property, (ii) the conduct of Seller or any party for whom Seller is legally responsible, or (iii) Buyer’s discovery of any information potentially having a negative impact Best’s rating of A- or better. Prior to entering the premises, BUYER shall provide SELLER with a copy of such insurance policy in each case indicating SELLER is an additional insured on Seller or the Property (including, without limitation, any claims arising out of, resulting from or incurred in connection policy and showing compliance with the discovery of any foregoing provisions. BUYER’S obligations hereunder are contingent on not having found Hazardous Materials on the premises in quantities that must be reported to the Department of Environmental Protection under the provisions of X.X. x. 21E or about the Property)regulations thereunder. Such indemnification If BUYER finds such Hazardous Materials and informs SELLER of the same in writing prior to the closing date, this Agreement shall be null and void and without recourse to the parties. The provisions of this Section shall survive the completion delivery of such Inspections and Investigations for a period of twenty four (24) monthsthe deed.

Property Inspection. (a) Seller shall make the Property available at reasonable times (but in no event during weekends, holidays or after Close of Business) to the Buyer Parties (as defined below) for such inspections and its agentstests as Buyer deems appropriate, employees including for Buyer's engineering inspection(s), hazardous materials inspections, site evaluations, and contractors such other inspections and tests as Buyer deems appropriate. Buyer shall have the right from the Effective Date through the Closing, upon 24 hours give Seller at least two (2) business days’ prior notice to Seller, to enter upon of any visit or tests describing who will visit and the Property and nature of such visit and/or tests. Seller shall be afforded full and complete access entitled to the Property, have a representative present during normal business hours any visits or tests. Other than for the purpose of making such investigations as routine review of public records, the Buyer deems prudent Parties may not meet with respect any governmental authority regarding the Property without Seller’s prior written consent; provided, however, the Buyer Parties shall be permitted to the condition communicate with governmental authorities in connection with obtaining a zoning report. If Seller’s consent is obtained by Buyer, Buyer shall provide to Seller at least two (2) business days prior written notice of the Property so long as intended contact and shall permit Seller to have a representative present when Buyer does not interfere has such contact with Seller’s existing operations on the Real Propertyany governmental official or representative. Such inspections and investigations may include, without limitation, No invasive testing, survey preparation, confirmation of compliance with state and local laws, seismic tests, and environmental and Hazardous Material (as hereafter defined) studies tests (including, without limitation, surface and subsurface teststests for mold, borings, samplings and measurements and air soils and water quality sampling)samples and soils borings) shall be conducted without Seller’s consent, which may be withheld in Seller’s sole discretion, and all investigations shall be subject to the rights of tenants and shall be done in a manner which minimizes disruption to tenants. In the event that Buyer conducts any invasive testing, Buyer shall restore not (i) unreasonably disturb the Property to the condition existing immediately prior to such testing. Buyer may conduct any feasibility studies and other investigations tenants or interfere with their use of the Property pursuant to their respective leases; (ii) unreasonably interfere with the operation and Buyer’s intended use thereof that Buyer deems necessary or appropriate, including compliance with, or Buyer’s ability to comply with, all applicable laws and regulations which relate to maintenance of the use and occupancy Property; (iii) damage any part of the Property or Buyer’s intended residential development any personal property owned or held by any tenant or any third party without restoring the same in accordance with subsection (d) below; (iv) injure or otherwise cause bodily harm to any person; (v) permit any liens to attach to the Property by reason of the property, permit, zoning, land use, subdivision, and any proposed impositions, assessments or governmental regulations affecting or potentially affecting exercise of its rights hereunder. (b) To the Property. Seller shall reasonably cooperate and assist Buyer in completing such inspections at no cost to Seller. Except as provided belowfullest extent permitted by law, Buyer agrees to indemnify hereby indemnifies and hold holds Seller and the Property Seller’s agents and representatives harmless from and against any and from, all claims, demands, liabilities, liens, judgmentsdamages, costs and expenses includinglosses, without limitationcosts, expenses, including reasonable attorneys’ ' fees and disbursements (collectively, “Claims”) to the extent arising out of (i) any entry onto the negligent conduct Property, or any inspections performed, by Buyer or any of Buyer, its employees, agents, contractors and representatives, contractors, engineers or consultants in conducting the Inspections and Investigations of the Property; provided(“Buyer Parties”), however, that such indemnification shall not cover any Claims which are attributable to (i) pre-existing adverse conditions affecting the Property, or (ii) the conduct a breach of Seller or any party for whom Seller is legally responsible, or (iii) Buyer’s discovery of any information potentially having a negative impact on Seller or the Property (including, without limitation, any claims arising out of, resulting from or incurred in connection with the discovery of any Hazardous Materials on or about the Property). Such indemnification shall survive the completion of such Inspections and Investigations for a period of twenty four (24) months.this Section 6.2

Property Inspection. From the Execution Date through closing, Seller shall permit Buyer and its agents, employees at Buyer's sole expense and contractors risk, to enter the Property, at reasonable times after reasonable prior notice to Seller and after prior notice to the tenants of the Property as required by the tenants' leases, to conduct inspections, tests, surveys and other investigations including (i) environmental review including independent third party review of any Ó 1997 Commercial Association of REALTORSÒ Portland/Vancouver (Rev. 9/97) environmental and geotechnical reports provided by Seller; (ii) preparation of design, planning or density studies; (iii) third party engineering reviews, including review of building structure and mechanical systems; (iv) preparation of an independent market survey and geotechnical report; (v) review of historic preservation issues; (vi) review of City of Seattle files and documents, as well as applications and correspondence (if any) of Seller with the City; and (vii) other matters pertaining to title, physical condition or any other aspect of the Property. Buyer shall also have the right from the Effective Date through the Closing, upon 24 hours prior notice to Seller, to enter upon discuss the Property and this Agreement with third parties, including lenders, contractors and governmental officials and representatives. Buyer shall indemnify, hold harmless, and defend Seller from all liens, costs, and expenses, including reasonable attorneys' fees and experts' fees, arising from or relating to Buyer's entry on and inspection of the Property. This agreement to indemnify, hold harmless, and defend Seller shall survive closing or any termination of this Agreement. The Buyer and Seller understand that the information provided is confidential in nature, and the Buyer and the Seller covenant not to disclose any information the use of which in any manner may be afforded full detrimental to any party, except as reasonably necessary in connection with the transactions contemplated by this Agreement, or as required by applicable law. Seller hereby agrees from and complete access after the Execution Date until the Closing Date (as hereinafter defined), or the termination of this Agreement, that (i) Seller will take no action that will adversely affect title to the Property; and (ii) Seller will not enter into any written or oral contracts, during normal business hours for the purpose of making such investigations as Buyer deems prudent leases, or agreements or amendments or modification thereto, with respect to the condition of the Property so long as Buyer does not interfere with Seller’s existing operations on the Real Property. Such inspections and investigations may includeoperation, without limitation, invasive testing, survey preparation, confirmation of compliance with state and local laws, seismic tests, and environmental and Hazardous Material (as hereafter defined) studies (including, without limitation, surface and subsurface tests, borings, samplings and measurements and air and water quality sampling). In the event that Buyer conducts any invasive testing, Buyer shall restore the Property to the condition existing immediately prior to such testing. Buyer may conduct any feasibility studies and other investigations of the Property and Buyer’s intended use thereof that Buyer deems necessary or appropriate, including compliance with, or Buyer’s ability to comply with, all applicable laws and regulations which relate to the use and occupancy of the Property or that would be binding upon Buyer following the closing without the prior written consent of Buyer’s intended residential development , which consent shall not be unreasonably withheld. Buyer may obtain an ALTA survey of the propertyProperty during the Due Diligence Period and Seller shall promptly cooperate with Buyer with regard to obtaining such survey. Buyer, permitat its expense, zoningshall be entitled to engage an environmental consultant of its choice and obtain a Phase I environmental site assessment of the Property during the Due Diligence Period, land useand, subdivisionif recommended by such consultant, Buyer shall be entitled to obtain a Phase II environmental site assessment and perform any proposed impositionstesting recommended in the assessment. Seller agrees to provide Buyer and its consultant with copies of any environmental reports, assessments or governmental regulations affecting other information in Seller’s possession or potentially affecting the Property. of which Seller shall reasonably cooperate and assist Buyer in completing such inspections at no cost to Seller. Except as provided belowhas knowledge, Buyer agrees to indemnify and hold Seller and the Property harmless from and against any and all claims, demands, liabilities, liens, judgments, costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements (collectively, “Claims”) arising out of the negligent conduct of Buyer, its employees, agents, contractors and consultants in conducting the Inspections and Investigations of the Property; provided, however, that such indemnification shall not cover any Claims which are attributable to (i) pre-existing adverse conditions affecting concerning the Property, (ii) the conduct of Seller or any party for whom Seller is legally responsibleportion thereof, or (iii) Buyer’s discovery of any information potentially having a negative impact on Seller or the Property (including, without limitation, any claims arising out of, resulting from or incurred and to cooperate in connection with the discovery of any Hazardous Materials on or about the Property). Such indemnification shall survive the completion of such Inspections Buyer’s environmental site assessment. Ó 1997 Commercial Association of REALTORSÒ Portland/Vancouver (Rev. 9/97) Buyer, at its expense, shall be entitled to engage a consultant of its choice to review and Investigations inspect the Property and all of the buildings on the Property, including, but not limited to, the structural and roof components of the buildings and compliance with building codes and the Americans With Disabilities Act. If in the possession of Seller, Seller agrees to provide Buyer with as-built plans and specifications for a period of twenty four (24) monthsthe Property and to facilitate access to the Property by Buyer’s consultants and representatives.

Property Inspection. (a) Prior to the Closing Date, Buyer and its agents, employees and contractors shall have the right from to inspect the Effective Date through Property (i) after Title Company’s receipt of the ClosingDeposit, (ii) upon 24 hours one (1) business day prior notice to Seller, to enter upon and (iii) after Seller’s receipt of written evidence that Buyer has procured the insurance required by Section 3.3.1(c) of this Agreement. Buyer’s inspection of the Property and shall be afforded full and complete access to the Property, conducted during normal business hours for at times mutually acceptable to Buyer and Seller. No such inspection may interfere with the purpose rights of making tenants under the Tenant Leases. No invasive testing or boring shall be done without the prior notification of Seller and Seller’s written permission of the same. (b) Buyer acknowledges that prior to Closing: (i) Buyer has or will have conducted such investigations as surveys and inspections, and made such boring, percolation, geologic, environmental and soils tests and other studies of the Property; and (ii) Seller has provided Buyer deems prudent with respect adequate opportunity to the condition make such inspection of the Property so long (including an inspection for zoning, land use, environmental and other laws, regulations and restrictions) as Buyer does not interfere with Sellerhas, in Buyer’s existing operations on discretion, deemed necessary or advisable as a condition precedent to Buyer’s purchase of the Real Property. Such inspections Property and investigations may includeto determine the physical, without limitation, invasive testing, survey preparation, confirmation of compliance with state and local laws, seismic tests, and environmental and Hazardous Material (as hereafter defined) studies land use characteristics of the Property (including, without limitation, surface its subsurface) and subsurface tests, borings, samplings and measurements and air and water quality sampling)its suitability for Buyer’s intended use. In If Buyer purchases the event that Buyer conducts any invasive testingProperty, Buyer shall restore be deemed to have accepted the Property physical condition of the Property. (c) Buyer shall obtain or cause its consultants to the condition existing immediately obtain, at Buyer’s sole cost and expense prior to such testingcommencement of any investigative activities on the Property, a policy of commercial general liability insurance covering any and all liability of Buyer and Seller with respect to or arising out of any investigative activities. Such policy of insurance shall be an occurrence policy and shall have liability limits of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage liability. Such insurance policy shall name Seller and its successors and assigns as an additional insured and shall be in form and substance and issued by an insurance company reasonably satisfactory to Seller. (d) Buyer may conduct any feasibility studies shall protect, indemnify, defend and other investigations of hold the Property and Buyer’s intended use thereof that Buyer deems necessary or appropriateProperty, including compliance with, or Buyer’s ability to comply with, all applicable laws and regulations which relate to the use and occupancy of the Property or Buyer’s intended residential development of the property, permit, zoning, land use, subdivisionSeller, and any proposed impositionsits officers, assessments or governmental regulations affecting or potentially affecting the Property. Seller shall reasonably cooperate directors, shareholders, participants, affiliates, employees, representatives, invitees, agents and assist Buyer in completing such inspections at no cost to Seller. Except as provided below, Buyer agrees to indemnify contractors free and hold Seller and the Property harmless from and against any and all claims, demandsdamages, liens, stop notices, liabilities, liens, judgmentslosses, costs and expenses expenses, including reasonable attorneys’ fees and court costs (collectively, “Liabilities”), resulting from Buyer’s inspection and testing of the Property both before and after the Effective Date, including, without limitation, reasonable attorneys’ fees repairing any and disbursements (collectivelyall damages to any portion of the Property, “Claims”) arising out of or related (directly or indirectly) to Buyer’s conducting such inspections, surveys, tests, and studies, even if such Liabilities are caused by or attributable to the negligent conduct joint, comparative or the concurrent negligence of Seller. Buyer shall keep the Property free and clear of any mechanics’ liens or materialmen’s liens related to Buyer, its employees, agents, contractors ’s right of inspection and consultants in conducting the Inspections activities contemplated by Section 3.3.1 of this Agreement. The Buyer’s indemnification obligations set forth herein shall survive the Close of Escrow and Investigations of the Property; provided, however, that such indemnification shall not cover be merged with the Deed (as hereinafter defined), and shall survive the termination of this Agreement and Escrow prior to the Close of Escrow. (e) It is understood by the parties that Seller does not make any Claims which are attributable representation or warranty, express or implied, as to (i) pre-existing adverse conditions affecting the Property, (ii) the conduct of Seller accuracy or any party for whom Seller is legally responsible, or (iii) Buyer’s discovery completeness of any information potentially having a negative impact on Seller contained in Seller’s files or in the Property (documents produced by Seller, including, without limitation, any claims arising out ofenvironmental audit or report. Buyer acknowledges that Seller and its agents, resulting from or incurred representatives, and affiliates shall have no responsibility for the contents and accuracy of such disclosures, and Buyer agrees that the obligations of Seller in connection with the discovery purchase of the Property shall be governed by this Agreement irrespective of the contents of any Hazardous Materials on such disclosures or about the timing or delivery thereof. (f) Within three (3) business days of the Effective Date, Seller shall either deliver to Buyer or make available to Buyer for inspection onsite the following items (“Due Diligence Items”): (i) any Tenant Leases in Seller’s possession or control; (ii) a current rent roll for the Property, and rent rolls, operating statements and bank deposit statements for December 2010, each month in 2011 and January, 2012; (iii) the Contracts; (iv) any other agreements, documents or information in the possession or control of Seller reasonably requested by Buyer that bind the Property and materially affect its operation or use, provided the same are not Excluded Items; (v) all plans, specifications, licenses, permits, approvals, entitlements, surveys and maps in Seller’s possession or control pertaining to the Property; (vi) all plans, documents, agreements and other records in Seller’s possession or control of any governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting the use of the Property (“Governmental Records”), and (vii) copies of any environmental site assessments or reports in Seller’s possession or control pertaining to the Real Property. Such indemnification In addition, Seller shall survive either deliver to Buyer or make available to Buyer for inspection onsite the completion rent rolls, operating statements and bank deposit statements for February, 2012, as soon as they become available to Seller and in any event prior to the Closing Date. In placing its initials in the space provided below, Buyer agrees to the provisions contained herein and confirms the accuracy of such Inspections and Investigations for a period of twenty four (24) months.the statements made in Section 3.3.1 above. BUYER’S INITIALS: