Common use of Purchaser's Inspection Clause in Contracts

Purchaser's Inspection. A. During the term of this Agreement, upon reasonable prior notice to Seller and subject to the provisions herein, Purchaser shall have the right to diligently and thoroughly inspect the Property, and to hire such experts as Purchaser may deem necessary to thoroughly evaluate and analyze the Property and Property Conditions, including contractors, engineers, soils analysts, pest control specialists and the like, all at Purchaser’s expense so long as such activities do not unreasonably interfere with Seller’s or any tenant’s use of the Property. B. During the term of this Agreement, upon reasonable prior notice to Seller and subject to the provisions herein, Purchaser and its agents and employees, at Purchaser’s sole risk and expense, shall have the right to enter upon the Property during normal business hours for testing, surveying, engineering and other reasonable inspection purposes, including inspections related to preparation of a Phase I or Phase II Environmental Site Assessment (“Tests”). All such activities shall be conducted in such a fashion so as not to unreasonably interfere with the rights or property of those with any possessory interest in any part of any portion of the Property. Seller reserves the right to accompany Purchaser, or have a representative of Seller accompany Purchaser, prior to entering upon the Property in connection with any test or inspection. Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not alter the physical condition of the Property without notifying Seller of its requested tests and obtaining the written consent of Seller to any physical alteration of the Property, including, without limitation, borings, drillings or other invasive testing. Purchaser will promptly restore the Property to its original condition if damaged or changed due to the tests and inspections performed by Purchaser, free of any mechanics’ or materialmen’s liens or other encumbrances arising out of any of the inspections or tests, and will provide Seller, at no cost to Seller, with a copy of the results of any tests and inspections made by Purchaser, excluding any market and economic feasibility studies. PURCHASER HEREBY AGREES TO AND SHALL INDEMNIFY, DEFEND, PROTECT AND HOLD SELLER HARMLESS OF, FROM AND AGAINST ANY AND ALL LIABILITIES, SUITS, CLAIMS, LOSSES, CAUSES OF ACTION, LIENS, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEYS’ FEES AND COSTS, AND DAMAGES SUSTAINED BY OR ASSERTED AGAINST SELLER OR THE PROPERTY (COLLECTIVELY “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR THEFT OF ANY PROPERTY, OR MECHANICS’ AND MATERIALMEN’S LIENS, CAUSED AS A RESULT OF OR ARISING OUT OF OR SOLELY IN CONNECTION WITH ANY INSPECTIONS, EXAMINATIONS OR TESTS CONDUCTED BY PURCHASER OR ITS CONTRACTORS OR AGENTS, EVEN IF THE INDEMNIFIED PARTY WOULD BE STRICTLY LIABLE UNDER APPLICABLE LAW, BUT NOT TO THE EXTENT SUCH CLAIMS ARE CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF SELLER. The provisions of this Section 8.B. shall survive Closing or termination of this Agreement.

Purchaser's Inspection. A. During the Review Period and thereafter during the term of this Agreement, upon reasonable prior notice to Seller and subject to the provisions herein, Purchaser shall have the right to diligently and thoroughly inspect the Property, and to hire such experts as Purchaser may deem necessary to thoroughly evaluate and analyze the Property and Property Conditions, including contractors, engineers, soils analysts, pest control specialists and the like, all at Purchaser’s expense so long as such activities do not unreasonably interfere with Seller’s or any tenantTenant’s use of the Property. During the Review Period, Seller shall arrange an interview between Purchaser and (i) Tenant’s Director of Corporate Real Estate (or equivalent position) and (ii) Seller shall use commercially reasonable efforts to include the applicable Chief Counsel for the Pennsylvania Office of General Counsel, such interviews to take place no later than ten (10) days prior to the end of the Review Period and Seller shall have the right to have a representative present (by telephone conference or in person) during such interview. B. During the Review Period and thereafter during the term of this Agreement, upon reasonable prior notice to Seller and subject to the provisions herein, Purchaser and its agents and employees, at Purchaser’s sole risk and expense, shall have the right to enter upon the Property during normal business hours for testing, surveying, engineering and other reasonable inspection purposes, including inspections related to preparation of a Phase I or Phase II Environmental Site Assessment purposes (“Tests”). All such activities shall be conducted in such a fashion so as not to unreasonably interfere with the rights or property of those the Tenant or others with any possessory interest in any part of any portion of the Property. Purchaser will cooperate with and adhere to all tenant notice requirements that affect the timing of all such activities. Without the prior written consent of Seller and subject to Section 9A above, Purchaser covenants with Seller that Purchaser shall not contact (i) the Tenant, (ii) Seller’s property manager, or (iii) any leasing agent of Seller with respect to space in the Property. In any event, even after Purchaser receives Seller’s consent, any such contact made by Purchaser shall simultaneously include Seller (i.e. simultaneous copy to Seller on emails or other correspondence, joinder of an authorized representative of Seller in any telephone calls and presence of an authorized representative of Seller at meetings), unless Seller waives such simultaneous contact in writing in advance of any such Purchaser contact. Notwithstanding anything herein to the contrary, Seller reserves the right to accompany Purchaser, or have a representative of Seller accompany Purchaser, prior to entering upon the Property in connection with any test or inspection; provided, however, Purchaser may not enter into any space leased by Tenant without being accompanied by Seller’s manager for the Property or another designated representative of Seller. Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not alter the physical condition of the Property without notifying Seller of its requested tests tests, and obtaining the written consent of Seller to any physical alteration of the Property, including, without limitation, borings, drillings or other invasive testing. Purchaser will promptly restore the Property to its original substantially a similar condition prior to such damage (wear and tear excepted) if damaged or changed due to the tests and inspections performed by Purchaser, free of any mechanics’ or materialmen’s liens or other encumbrances arising out of any of the inspections or tests, and will provide Seller, at no cost to Seller, with a copy of the results of any tests and inspections made by Purchaser, excluding any market and economic feasibility studies. PURCHASER HEREBY AGREES TO AND SHALL INDEMNIFY, DEFEND, PROTECT AND HOLD SELLER HARMLESS OF, FROM AND AGAINST ANY AND ALL LIABILITIES, SUITS, CLAIMS, LOSSES, CAUSES OF ACTION, LIENS, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEYS’ FEES AND COSTS, AND DAMAGES SUSTAINED BY OR ASSERTED AGAINST SELLER OR THE PROPERTY (COLLECTIVELY “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR THEFT OF ANY PROPERTY, OR MECHANICS’ AND MATERIALMEN’S LIENS, CAUSED AS A RESULT OF OR ARISING OUT OF OR SOLELY IN CONNECTION WITH ANY INSPECTIONS, EXAMINATIONS OR TESTS CONDUCTED BY PURCHASER OR ITS CONTRACTORS OR AGENTS, EVEN IF THE INDEMNIFIED PARTY WOULD BE STRICTLY LIABLE UNDER APPLICABLE LAW, BUT NOT TO THE EXTENT SUCH CLAIMS ARE CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF SELLER. The provisions of this Section 8.B. 9.B. and Section 9.C. below shall survive Closing or termination of this Agreement. C. Prior to Purchaser’s or Purchaser’s agents’, contractors’ or employees’ entry onto the Property such parties shall furnish Seller with evidence of commercial general liability insurance from insurers licensed to do business in the state in which the Real Property is located with coverage and minimum limits of at least $1,000,000. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Seller. In addition, Purchaser and Purchaser’s agents, contractors and employees may only enter onto the Property on a date and time specified by Seller in writing and, if required by Seller, in the presence of Seller’s personnel or under the supervision of Seller’s consultants. Purchaser must use its best efforts to ensure that Purchaser and Purchaser’s agents, contractors and employees do not disclose the existence or terms of this Agreement to Tenant or others with a possessory interest in all or any portion of the Property or to any of Seller’s contractors or agents at the Property except for Seller’s property manager.

Purchaser's Inspection. A. During (a) Commencing as of the term Effective Date and continuing for one hundred eighty (180) days thereafter (the “Inspection Period”), Purchaser and its agents shall be entitled and authorized, at Purchaser’s sole expense, to enter onto the Property for purposes of this Agreementperforming inspections, upon reasonable including, without limitation, such reviews, analyses, surveys, studies and non-invasive testing as Purchaser deems prudent, in its sole discretion (“Inspections”). In the event Purchaser desires to perform invasive tests on the Property (it being agreed and understood that a Phase I Audit (as hereafter defined) shall not be deemed invasive), Purchaser shall first obtain Seller prior notice to written consent, which shall not be unreasonably withheld. Purchaser acknowledges and agrees that Seller and subject shall be consulted in advance with respect to the provisions hereinproposed locations and numbers of invasive testing sites and may elect to be present while such evasive tests are being performed. Purchaser's agents for such Inspections include, without limitation, contractors, consultants, analysts, engineers, architects, insurers, banks, other lenders, and any other entity, person or firm chosen by Purchaser in Purchaser's sole discretion. Purchaser shall indemnify and hold harmless Seller against and from any and all loss, cost, expense and liability incurred by reason of the exercise of Purchaser's inspection rights prior to the Closing under this Agreement (including attorneys' fees in all trial, appellate and post- judgment proceedings), unless due to the gross negligence or willful misconduct of Seller or the mere discovery by Purchaser of any preexisting condition of the Property. Notwithstanding the foregoing, Purchaser will not engage in any activity that could result in a mechanic’s lien being filed against the Property, or any portion thereof, without Seller’s prior written consent, not to be unreasonably withheld. Purchaser shall immediately repair any damage to the Property resulting from any inspection by Purchaser or an agent of Purchaser. At any time during the Inspection Period, Purchaser shall have the unconditional right to diligently terminate this Agreement by delivering written notice (the “Termination Notice”) to Seller and thoroughly inspect Escrow Agent as provided herein. Notwithstanding other provisions herein, the Property, indemnity obligations of Purchaser created by this Section shall survive termination of this Agreement or Closing. If Purchaser does not deliver the Termination Notice to Seller and to hire such experts as Purchaser may deem necessary to thoroughly evaluate and analyze the Property and Property Conditions, including contractors, engineers, soils analysts, pest control specialists and the like, all at Purchaser’s expense so long as such activities do not unreasonably interfere with Seller’s or any tenant’s use Escrow Agent before expiration of the Property. B. During Inspection Period, Purchaser shall be deemed to have waived its right to terminate this Agreement under this Section and have elected to proceed with Closing. If Purchaser delivers the term Termination Notice to Seller and Escrow Agent before expiration of the Inspection Period, this Agreement shall immediately terminate and Escrow Agent shall immediately deliver the Initial Deposit held by Escrow Agent to Purchaser and neither party shall have any further obligations hereunder, except for those obligations set forth in this Agreement that expressly survive the termination of this Agreement. Notwithstanding the foregoing, upon reasonable prior notice to Seller and subject to in the provisions hereinevent this transaction does not close, Purchaser and its agents and employeesPurchaser, at Purchaser’s sole risk expense, shall upon receipt of written request from Seller release to Seller those reports, surveys, commitments, search results, assessments and other work generated as a result of Purchaser’s inspection of the Property that are requested by Seller. (b) Prior to the expiration of the Inspection Period, Purchaser may, at its sole cost and expense, shall have the right to enter upon the Property during normal business hours for testing, surveying, engineering and other reasonable inspection purposes, including inspections related to preparation of obtain a Phase I or Environmental Audit for the Property (the “Phase II Environmental Site Assessment (“TestsI Audit”). All such activities In the event that the Phase I Audit indicates that the Property contains any Hazardous Substance or the potential for Hazardous Substance, then Purchaser may terminate this Agreement prior to the expiration of the Inspection Period and in that event the Initial Deposit shall be conducted returned to Purchaser and thereafter this Agreement shall terminate and neither party shall have any further obligations hereunder except those that expressly survive the termination hereof. Seller shall have no obligation to cure any such Hazardous Substance contamination. For purposes of this Agreement, “Hazardous Substance” means (i) substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances" or "solid waste" in such a fashion so the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §1801 et seq., or the Clean Water Act, 33 U.S.C. §1321 et seq., and in the regulations promulgated pursuant thereto; (ii) substances listed in the United States Department of Transportation Table (49 CFR §172.101) or by the Environmental Protection Agency as "hazardous substances," (iii) other substances, materials and wastes which are regulated, or classified as hazardous or toxic, under applicable local, state or federal law or regulations, and (iv) materials, wastes or substances which are or contain petroleum, asbestos, polychlorinated biphenyl’s, flammable explosives or radioactive materials. (c) The current third-party service contracts and leases entered into by Seller and/or the District (as defined below) relating to the Property that Seller has actual knowledge of are described on Exhibit “B” (collectively, if any, the “Contracts”). During the Inspection Period, Purchaser shall provide Seller with written notice of the Contracts that Purchaser elects to assume at Closing and/or requires Seller to terminate at or prior to Closing. In the event that Purchaser fails to provide Seller with written notice prior to the expiration of the Inspection Period of the Contracts that Purchaser elects to assume at Closing and/or requires Seller to terminate at or prior to Closing, Purchaser shall be deemed to have elected to assume all Contracts that exist at the time of Closing. To the extent possible, and without Seller incurring any fees or costs, Seller shall use commercially reasonable efforts to cause all Contracts that Purchaser elects not to unreasonably interfere assume to be terminated, so that such Contracts are not binding on the Property or Purchaser following the Closing, or assigned to Purchaser, as applicable. Failure by Seller to terminate any Contract that Purchaser requires Seller to terminate at Closing shall not result in Seller being in default under this Agreement, but rather shall be deemed a failure by Seller to satisfy a condition precedent to Purchaser’s obligation to Close and shall be treated in accordance with the rights terms of Section 6(b) of this Agreement. Purchaser shall be responsible for any and all Contract termination fees and for any and all Contract assumption fees. (d) Prior to any entry on the Property pursuant to this Section 4, Purchaser shall obtain and thereafter maintain, and shall cause its contractors, vendors, licensee and agents to obtain and thereafter maintain, until the Closing or earlier termination of this Agreement (a) commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $2,000,000.00 for injury or death to more than one person and $1,000,000.00 with respect to property damage, and (b) worker's compensation insurance for all of those with their respective employees as required by applicable law. The requirement to carry the insurance specified in the preceding sentence may be satisfied through Purchaser's or its affiliates' blanket or umbrella insurance policies. The insurance to be carried by Purchaser pursuant to this paragraph must be on an occurrence basis. Prior to any possessory interest in any part entry onto the Property, Purchaser shall provide current certificates of any portion insurance evidencing such insurance coverage and naming Seller as an additional insured. (e) Within ten (10) days of the Property. Effective Date, to the extent not previously delivered, and to the extent in Seller’s possession and/or control, Seller reserves the right shall deliver to accompany Purchaser, or have a representative otherwise provide Purchaser with access to, copies of Seller accompany Purchaser, prior all material documents relating to entering upon the Real Property in connection with any test or inspection. Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not alter the physical condition of the Property without notifying Seller of its requested tests and obtaining the written consent of Seller to any physical alteration of the Personal Property, including, without limitation, boringsboundary, drillings or other invasive testing. Purchaser will promptly restore topographical and as built surveys, maps, plats, descriptions, owner and encumbrance reports, title commitments, title policies, engineering drawings, plans, studies, architectural drawings, condominium and association documents, including declarations, approvals, budgets, minutes, income and expenses, mortgages and security agreements and related documents, environmental studies, including those pertaining to wetlands (including delineations), soils, contamination, permit applications, approvals, denials, zoning reports, regulatory correspondence, zoning applications, and tri-party agreements relating to the Property to its original condition if damaged that are non-confidential in nature (the “Due Diligence Documents”). Seller does not warrant the accuracy, completeness or changed due to the tests and inspections performed by Purchaser, free of any mechanics’ or materialmen’s liens or other encumbrances arising out current status of any of the inspections Due Diligence Documents transferred or testsassigned hereunder, and will provide other than that such Due Diligence Documents were acquired by it and/or maintained by it in its ordinary course of business. (f) Within fifteen (15) days from the Effective Date, Seller, at no its sole cost and expense, shall deliver a ALTA title insurance commitment (the “Commitment”) (together with copies of all recorded documents referenced therein) issued by the Title Company through the Title Agent to SellerPurchaser. The Commitment shall show Seller to be vested with good, with marketable and insurable fee simple title to the Real Property, insurable in an amount equal to the Purchase Price, subject to: (i) all laws, ordinances, regulations, restrictions, prohibitions and other legal requirements imposed by governmental authority, including, but not limited to, all applicable building, zoning, land use and environmental ordinances and regulations; (ii) if Purchaser does not obtain and deliver a copy Survey (as hereinafter defined) to Title Agent prior to Closing, such state of facts that an accurate current survey and physical inspection of the results Property would reveal, or, if Purchaser does obtain and deliver a Survey to Title Agent prior to Closing, such state of facts that the Survey reveals; (iii) all current real estate taxes assessed against the Property that are not due and payable as of the Closing, subject to prorations for the current year; (iv) any tests and inspections made all title exceptions, title requirements and/or Survey matters timely objected to by Purchaser, excluding any market and economic feasibility studies. PURCHASER HEREBY AGREES TO AND SHALL INDEMNIFYbut where Seller either (x) elects not to eliminate such objections or (y) fails to deliver Seller's Title Notice within such two (2) business day period (collectively, DEFEND, PROTECT AND HOLD SELLER HARMLESS OF, FROM AND AGAINST ANY AND ALL LIABILITIES, SUITS, CLAIMS, LOSSES, CAUSES OF ACTION, LIENS, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEYS’ FEES AND COSTS, AND DAMAGES SUSTAINED BY OR ASSERTED AGAINST SELLER OR THE PROPERTY “Permitted Exceptions”). (COLLECTIVELY g) No later than thirty (30) days prior to the expiration of the Inspection Period (the “CLAIMSTitle Review Period”), INCLUDINGPurchaser shall deliver to Seller a written objection notice of those title exceptions, BUT NOT LIMITED TOtitle requirements and/or survey matters that are not acceptable to Purchaser (each a “Title Defect”, INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR THEFT OF ANY PROPERTYand collectively, OR MECHANICS’ AND MATERIALMEN’S LIENSthe “Title Defects”). Failure by Purchaser to timely deliver such written objection notice to Seller of any Title Defects shall be deemed to be an election by Purchaser that there are no Title Defects or other title or survey matter that are unacceptable to Purchaser and an election by Purchaser not to terminate this Agreement and to proceed with Closing without a reduction in the Purchase Price. Seller shall have five (5) business days after receipt of such notice from Purchaser a written notice to deliver to Purchaser a written response that states whether or not Seller elects to eliminate such Title Defects (“Seller’s Title Notice”). Failure by Seller to timely deliver such Seller’s Title Notice shall be deemed to be an election by Seller not to cure or eliminate such Title Defects. Seller shall have no obligation to eliminate any Title Defect. If Seller elects to remove any Title Defects, CAUSED AS A RESULT OF OR ARISING OUT OF OR SOLELY IN CONNECTION WITH ANY INSPECTIONSit shall undertake steps to do so promptly, EXAMINATIONS OR TESTS CONDUCTED BY PURCHASER OR ITS CONTRACTORS OR AGENTSat its sole cost and expense, EVEN IF THE INDEMNIFIED PARTY WOULD BE STRICTLY LIABLE UNDER APPLICABLE LAWwith commercially reasonable efforts and to the reasonable satisfaction of the Title Company prior to the Closing. In the event that Seller either (i) elects not to eliminate such Title Defects, BUT NOT TO THE EXTENT SUCH CLAIMS ARE CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF SELLER. The provisions or (ii) fails to deliver Seller's Title Notice within such five (5) business day period (“Seller’s Response Period”), then Purchaser shall have the right to terminate this Agreement by delivering written notice thereof to Seller and Escrow Agent within five (5) business days following the earlier of the date Purchaser receives Seller’s Title Notice or the expiration of Seller’s Response Period (“Purchaser’s Response Notice”), and upon timely delivery of any such written notice this Section 8.B. Agreement shall immediately terminate and Escrow Agent shall deliver the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except those that expressly survive Closing or the termination of this Agreement.. Failure by Purchaser to timely deliver such Purchaser’s Response Notice shall be deemed to be an election by Purchaser to not terminate this Agreement and to proceed with Closing without a reduction in the Purchase Price. Notwithstanding the forgoing, if Seller in Seller’s Title Notice elects to eliminate such Title Defects but thereafter fails to eliminate such Title Defects from title to the Property prior to the Closing, then Purchaser shall have the right to either (1) waive its objection and Close on the Property without a reduction in Purchase Price, or

Purchaser's Inspection. A. During the Review Period and thereafter during the term of this Agreement, upon reasonable prior notice to Seller and subject to the provisions herein, Purchaser shall have the right to diligently and thoroughly inspect the Property, and to hire such experts as Purchaser may deem necessary to thoroughly evaluate and analyze the Property and Property Conditions, including contractors, engineers, soils analysts, pest control specialists and the like, all at Purchaser’s expense so long as such activities do not unreasonably interfere with Seller’s or any tenant’s use of the Property. B. During the Review Period and thereafter during the term of this Agreement, upon reasonable prior notice to Seller and subject to the provisions herein, Purchaser and its agents and employees, at Purchaser’s sole risk and expense, shall have the right to enter upon the Property during normal business hours for testing, surveying, engineering and other reasonable inspection purposes, including inspections related to preparation of a Phase I or Phase II Environmental Site Assessment testing for asbestos in all vacant spaces (“Tests”). All such activities shall be conducted in such a fashion so as not to unreasonably interfere with the rights or property of those any tenants or others with any possessory interest in any part of any portion of the Property. Purchaser will cooperate with and adhere to all tenant notice requirements that affect the timing of all such activities. Without the prior written consent of Seller, Purchaser covenants with Seller that Purchaser shall not contact (i) any tenant of space in the Property, (ii) Seller’s property manager, or (iii) any leasing agent of Seller with respect to space in the Property. In any event, even after Purchaser receives Seller’s consent, any such contact made by Purchaser shall simultaneously include Seller (i.e. simultaneous copy to Seller on emails or other correspondence, joinder of an authorized representative of Seller in any telephone calls and presence of an authorized representative of Seller at meetings), unless Seller waives such simultaneous contact in writing in advance of any such Purchaser contact. Notwithstanding anything herein to the contrary, Seller may, at any time and at Seller’s sole and absolute discretion, withdraw and revoke its previously provided consent should Purchaser fail to strictly Agreement of Purchase and Sale 1751891_4 adhere to the specifications set forth herein whereupon Purchaser shall have no further right to contact any party at or relating to the Property in any manner whatsoever. Seller reserves the right to accompany Purchaser, or have a representative of Seller accompany Purchaser, prior to entering upon the Property in connection with any test or inspection; provided, however, Purchaser may not enter into any space leased by any tenant without being accompanied by Seller’s manager for the Property or another designated representative of Seller. Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not alter the physical condition of the Property without notifying Seller of its requested tests tests, and obtaining the written consent of Seller to any physical alteration of the Property, including, without limitation, borings, drillings or other invasive testing. Purchaser will promptly restore the Property to its original condition if damaged or changed due to the tests and inspections performed by Purchaser, free of any mechanics’ or materialmen’s liens or other encumbrances arising out of any of the inspections or tests, and will provide Seller, at no cost to Seller, with a copy of the results of any tests and inspections made by Purchaser, excluding any market and economic feasibility studies. PURCHASER HEREBY AGREES TO AND SHALL INDEMNIFY, DEFEND, PROTECT AND HOLD SELLER HARMLESS OF, FROM AND AGAINST ANY AND ALL LIABILITIES, SUITS, CLAIMS, LOSSES, CAUSES OF ACTION, LIENS, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEYS’ FEES AND COSTS, AND DAMAGES SUSTAINED BY OR ASSERTED AGAINST SELLER OR THE PROPERTY (COLLECTIVELY “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR THEFT OF ANY PROPERTY, OR MECHANICS’ AND MATERIALMEN’S LIENS, CAUSED AS A RESULT OF OR ARISING OUT OF OR SOLELY IN CONNECTION WITH ANY INSPECTIONS, EXAMINATIONS OR TESTS CONDUCTED BY PURCHASER OR ITS CONTRACTORS OR AGENTS, EVEN IF THE INDEMNIFIED PARTY WOULD BE STRICTLY LIABLE UNDER APPLICABLE LAW, BUT NOT TO THE EXTENT SUCH CLAIMS ARE CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF SELLER. The provisions of this Section 8.B. 9.B. and Section 9.C. below shall survive Closing or termination of this Agreement.

Purchaser's Inspection. AND REVIEW OF THE PROPERTY ------------------------------------------------- A. During the term of this Agreement, upon reasonable prior notice to Seller and subject to the provisions herein, Purchaser shall have until 5:00 P.M., Chicago time, on the right to diligently and thoroughly inspect thirtieth (30th) day after the Property, and to hire such experts as Purchaser may deem necessary to thoroughly evaluate and analyze the Property and Property Conditions, including contractors, engineers, soils analysts, pest control specialists and the like, all at Purchaser’s expense so long as such activities do not unreasonably interfere with Seller’s or any tenant’s use of the Property. B. During the term date of this AgreementAgreement (the "Due Diligence Period"), upon reasonable prior notice within which to Seller satisfy itself as to all matters concerning its acquisition, ownership and subject to the provisions herein, Purchaser and its agents and employees, at Purchaser’s sole risk and expense, shall have the right to enter upon the Property during normal business hours for testing, surveying, engineering and other reasonable inspection purposes, including inspections related to preparation of a Phase I or Phase II Environmental Site Assessment (“Tests”). All such activities shall be conducted in such a fashion so as not to unreasonably interfere with the rights or property of those with any possessory interest in any part of any portion of the Property. Seller reserves the right to accompany Purchaser, or have a representative of Seller accompany Purchaser, prior to entering upon the Property in connection with any test or inspection. Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not alter the physical condition of the Property without notifying Seller of its requested tests and obtaining the written consent of Seller to any physical alteration operation of the Property, including, without limitation, boringsmatters concerning title, drillings or survey, zoning, subdivision laws, environmental matters, review and approval of leases, contracts and financial matters affecting the Property, existence of all required licenses, permits and approvals, approval of the condition of the improvements on the Property, all soil, landscaping and other invasive testingphysical conditions of the Property, availability and sufficient quantities of all utilities, and other matters in its discretion. From the date this Agreement is executed until the Closing, Seller hereby grants to Purchaser and its agents full access to the Property and all of Seller's operational and financial records pertaining to the Property in order to conduct such inspections, samplings and tests as Purchaser deems necessary, but excluding internal memoranda, appraisals and other confidential information. Purchaser's right of inspection pursuant to this Section 8.A. shall be subject to the rights of tenants under the Leases and other occupants and users of the Property. Purchaser will promptly shall have the right to contact tenants and other occupants and users of the Property upon prior verbal notice to Seller. No inspection shall be undertaken without twenty-four (24) hours prior notice to Seller and no invasive testing shall take place without Seller's prior consent. Seller shall have the right to be present at any inspections. B. In the event of Purchaser's notice to Seller and Escrow Agent on or before 5:00 p.m. Chicago time on the last day of the Due Diligence Period that it elects to terminate this Agreement pursuant to Section 8.A. hereof, the Xxxxxxx Money (less $100.00 as consideration to Seller for entering into this Agreement) shall be returned to Purchaser, and neither party shall have any further obligation to the other, except as set forth herein. If Purchaser fails to give such notice on or before the end of the Due Diligence Period, Purchaser shall be deemed to have waived its right to terminate this Agreement under this Section 8.B. All of the tests, investigations and studies to be conducted by Purchaser shall be at Purchaser's sole cost and expense and Purchaser shall restore the Property to its original the condition if damaged or changed due existing prior to the performance of such tests or investigations by or on behalf of Purchaser. Purchaser shall have no liability to cure or remediate any condition discovered by Purchaser other than to restore the Property to the condition existing prior to the performance of such tests or investigation. Purchaser shall defend, indemnify and inspections performed hold Seller and any affiliate, partner or parent of Seller, and all shareholders, employees, officers and directors of Seller or Seller's affiliate, partner or parent (hereinafter collectively referred to as "Affiliates of Seller") harmless from any and all damage, liability, cost and expense (including without limitation, reasonable attorney's fees, court costs and costs of appeal) suffered or incurred by Seller or Affiliates of Seller for injury to persons or property or otherwise caused by Purchaser, free of any mechanics’ or materialmen’s liens or other encumbrances arising out of any 's investigations and inspection of the inspections or tests, Property. Purchaser shall undertake its obligation to defend set forth in the preceding sentence using attorneys selected by Purchaser and will provide Seller, at no cost reasonably acceptable to Seller. Notwithstanding anything contained herein to the contrary, with a copy of the results of any tests and inspections made by Purchaser, excluding any market and economic feasibility studies. PURCHASER HEREBY AGREES TO AND SHALL INDEMNIFY, DEFEND, PROTECT AND HOLD SELLER HARMLESS OF, FROM AND AGAINST ANY AND ALL LIABILITIES, SUITS, CLAIMS, LOSSES, CAUSES OF ACTION, LIENS, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEYS’ FEES AND COSTS, AND DAMAGES SUSTAINED BY OR ASSERTED AGAINST SELLER OR THE PROPERTY (COLLECTIVELY “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR THEFT OF ANY PROPERTY, OR MECHANICS’ AND MATERIALMEN’S LIENS, CAUSED AS A RESULT OF OR ARISING OUT OF OR SOLELY IN CONNECTION WITH ANY INSPECTIONS, EXAMINATIONS OR TESTS CONDUCTED BY PURCHASER OR ITS CONTRACTORS OR AGENTS, EVEN IF THE INDEMNIFIED PARTY WOULD BE STRICTLY LIABLE UNDER APPLICABLE LAW, BUT NOT TO THE EXTENT SUCH CLAIMS ARE CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF SELLER. The provisions terms of this Section 8.B. 8 shall survive the Closing or and the delivery of the Deed and termination of this Agreement. C. Purchaser acknowledges that it will have, prior to Closing, had an opportunity to inspect the Property and review all documents and make such other inquiries and investigations and obtain such reports and analyses it deemed adequate in connection with its decision to purchase the Property, and, as a result thereof, Purchaser, agrees that, except as otherwise specifically set forth in this Agreement, it shall purchase the Property in its "AS IS, WHERE IS" condition, subject to ordinary wear and tear and as more particularly provided in Section 11.

Purchaser's Inspection. A. During (a) Commencing as of the term Effective Date and continuing for one hundred eighty (180) days thereafter (the “Inspection Period”), Purchaser and its agents shall be entitled and authorized, at Purchaser’s sole expense, to enter onto the Property for purposes of this Agreementperforming inspections, upon reasonable including, without limitation, such reviews, analyses, surveys, studies and non-invasive testing as Purchaser deems prudent, in its sole discretion (“Inspections”). In the event Purchaser desires to perform invasive tests on the Property (it being agreed and understood that a Phase I Audit (as hereafter defined) shall not be deemed invasive), Purchaser shall first obtain Seller prior notice to written consent, which shall not be unreasonably withheld. Purchaser acknowledges and agrees that Seller and subject shall be consulted in advance with respect to the provisions hereinproposed locations and numbers of invasive testing sites and may elect to be present while such evasive tests are being performed. Purchaser's agents for such Inspections include, without limitation, contractors, consultants, analysts, engineers, architects, insurers, banks, other lenders, and any other entity, person or firm chosen by Purchaser in Purchaser's sole discretion. Purchaser shall indemnify and hold harmless Seller against and from any and all loss, cost, expense and liability incurred by reason of the exercise of Purchaser's inspection rights prior to the Closing under this Agreement (including attorneys' fees in all trial, appellate and post- judgment proceedings), unless due to the gross negligence or willful misconduct of Seller or the mere discovery by Purchaser of any preexisting condition of the Property. Notwithstanding the foregoing, Purchaser will not engage in any activity that could result in a mechanic’s lien being filed against the Property, or any portion thereof, without Seller’s prior written consent, not to be unreasonably withheld. Purchaser shall immediately repair any damage to the Property resulting from any inspection by Purchaser or an agent of Purchaser. At any time during the Inspection Period, Purchaser shall have the unconditional right to diligently terminate this Agreement by delivering written notice (the “Termination Notice”) to Seller and thoroughly inspect Escrow Agent as provided herein. Notwithstanding other provisions herein, the Property, indemnity obligations of Purchaser created by this Section shall survive termination of this Agreement or Closing. If Purchaser does not deliver the Termination Notice to Seller and to hire such experts as Purchaser may deem necessary to thoroughly evaluate and analyze the Property and Property Conditions, including contractors, engineers, soils analysts, pest control specialists and the like, all at Purchaser’s expense so long as such activities do not unreasonably interfere with Seller’s or any tenant’s use Escrow Agent before expiration of the Property. B. During Inspection Period, Purchaser shall be deemed to have waived its right to terminate this Agreement under this Section and have elected to proceed with Closing. If Purchaser delivers the term Termination Notice to Seller and Escrow Agent before expiration of the Inspection Period, this Agreement shall immediately terminate and Escrow Agent shall immediately deliver the Initial Deposit held by Escrow Agent to Purchaser and neither party shall have any further obligations hereunder, except for those obligations set forth in this Agreement that expressly survive the termination of this Agreement. Notwithstanding the foregoing, upon reasonable prior notice to Seller and subject to in the provisions hereinevent this transaction does not close, Purchaser and its agents and employeesPurchaser, at Purchaser’s sole risk expense, shall upon receipt of written request from Seller release to Seller those reports, surveys, commitments, search results, assessments and other work generated as a result of Purchaser’s inspection of the Property that are requested by Seller. (b) Prior to the expiration of the Inspection Period, Purchaser may, at its sole cost and expense, shall have the right to enter upon the Property during normal business hours for testing, surveying, engineering and other reasonable inspection purposes, including inspections related to preparation of obtain a Phase I or Environmental Audit for the Property (the “Phase II Environmental Site Assessment (“TestsI Audit”). All such activities In the event that the Phase I Audit indicates that the Property contains any Hazardous Substance or the potential for Hazardous Substance, then Purchaser may terminate this Agreement prior to the expiration of the Inspection Period and in that event the Initial Deposit shall be conducted returned to Purchaser and thereafter this Agreement shall terminate and neither party shall have any further obligations hereunder except those that expressly survive the termination hereof. Seller shall have no obligation to cure any such Hazardous Substance contamination. For purposes of this Agreement, “Hazardous Substance” means (i) substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances" or "solid waste" in such a fashion so the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq., the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq., or the Clean Xxxxx Xxx, 00 X.X.X. §0000 et seq., and in the regulations promulgated pursuant thereto; (ii) substances listed in the United States Department of Transportation Table (49 CFR §172.101) or by the Environmental Protection Agency as "hazardous substances," (iii) other substances, materials and wastes which are regulated, or classified as hazardous or toxic, under applicable local, state or federal law or regulations, and (iv) materials, wastes or substances which are or contain petroleum, asbestos, polychlorinated biphenyl’s, flammable explosives or radioactive materials. (c) The current third-party service contracts and leases entered into by Seller and/or the District (as defined below) relating to the Property that Seller has actual knowledge of are described on Exhibit “B” (collectively, if any, the “Contracts”). During the Inspection Period, Purchaser shall provide Seller with written notice of the Contracts that Purchaser elects to assume at Closing and/or requires Seller to terminate at or prior to Closing. In the event that Purchaser fails to provide Seller with written notice prior to the expiration of the Inspection Period of the Contracts that Purchaser elects to assume at Closing and/or requires Seller to terminate at or prior to Closing, Purchaser shall be deemed to have elected to assume all Contracts that exist at the time of Closing. To the extent possible, and without Seller incurring any fees or costs, Seller shall use commercially reasonable efforts to cause all Contracts that Purchaser elects not to unreasonably interfere assume to be terminated, so that such Contracts are not binding on the Property or Purchaser following the Closing, or assigned to Purchaser, as applicable. Failure by Seller to terminate any Contract that Purchaser requires Seller to terminate at Closing shall not result in Seller being in default under this Agreement, but rather shall be deemed a failure by Seller to satisfy a condition precedent to Purchaser’s obligation to Close and shall be treated in accordance with the rights terms of Section 6(b) of this Agreement. Purchaser shall be responsible for any and all Contract termination fees and for any and all Contract assumption fees. (d) Prior to any entry on the Property pursuant to this Section 4, Purchaser shall obtain and thereafter maintain, and shall cause its contractors, vendors, licensee and agents to obtain and thereafter maintain, until the Closing or earlier termination of this Agreement (a) commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $2,000,000.00 for injury or death to more than one person and $1,000,000.00 with respect to property damage, and (b) worker's compensation insurance for all of those with their respective employees as required by applicable law. The requirement to carry the insurance specified in the preceding sentence may be satisfied through Purchaser's or its affiliates' blanket or umbrella insurance policies. The insurance to be carried by Purchaser pursuant to this paragraph must be on an occurrence basis. Prior to any possessory interest in any part entry onto the Property, Purchaser shall provide current certificates of any portion insurance evidencing such insurance coverage and naming Seller as an additional insured. (e) Within ten (10) days of the Property. Effective Date, to the extent not previously delivered, and to the extent in Seller’s possession and/or control, Seller reserves the right shall deliver to accompany Purchaser, or have a representative otherwise provide Purchaser with access to, copies of Seller accompany Purchaser, prior all material documents relating to entering upon the Real Property in connection with any test or inspection. Seller agrees to make its manager or other representative reasonably available during normal business hours. Purchaser will not alter the physical condition of the Property without notifying Seller of its requested tests and obtaining the written consent of Seller to any physical alteration of the Personal Property, including, without limitation, boringsboundary, drillings or other invasive testing. Purchaser will promptly restore topographical and as built surveys, maps, plats, descriptions, owner and encumbrance reports, title commitments, title policies, engineering drawings, plans, studies, architectural drawings, condominium and association documents, including declarations, approvals, budgets, minutes, income and expenses, mortgages and security agreements and related documents, environmental studies, including those pertaining to wetlands (including delineations), soils, contamination, permit applications, approvals, denials, zoning reports, regulatory correspondence, zoning applications, and tri-party agreements relating to the Property to its original condition if damaged that are non-confidential in nature (the “Due Diligence Documents”). Seller does not warrant the accuracy, completeness or changed due to the tests and inspections performed by Purchaser, free of any mechanics’ or materialmen’s liens or other encumbrances arising out current status of any of the inspections Due Diligence Documents transferred or testsassigned hereunder, and will provide other than that such Due Diligence Documents were acquired by it and/or maintained by it in its ordinary course of business. (f) Within fifteen (15) days from the Effective Date, Seller, at no its sole cost and expense, shall deliver a ALTA title insurance commitment (the “Commitment”) (together with copies of all recorded documents referenced therein) issued by the Title Company through the Title Agent to SellerPurchaser. The Commitment shall show Seller to be vested with good, with marketable and insurable fee simple title to the Real Property, insurable in an amount equal to the Purchase Price, subject to: (i) all laws, ordinances, regulations, restrictions, prohibitions and other legal requirements imposed by governmental authority, including, but not limited to, all applicable building, zoning, land use and environmental ordinances and regulations; (ii) if Purchaser does not obtain and deliver a copy Survey (as hereinafter defined) to Title Agent prior to Closing, such state of facts that an accurate current survey and physical inspection of the results Property would reveal, or, if Purchaser does obtain and deliver a Survey to Title Agent prior to Closing, such state of facts that the Survey reveals; (iii) all current real estate taxes assessed against the Property that are not due and payable as of the Closing, subject to prorations for the current year; (iv) any tests and inspections made all title exceptions, title requirements and/or Survey matters timely objected to by Purchaser, excluding any market and economic feasibility studies. PURCHASER HEREBY AGREES TO AND SHALL INDEMNIFYbut where Seller either (x) elects not to eliminate such objections or (y) fails to deliver Seller's Title Notice within such two (2) business day period (collectively, DEFEND, PROTECT AND HOLD SELLER HARMLESS OF, FROM AND AGAINST ANY AND ALL LIABILITIES, SUITS, CLAIMS, LOSSES, CAUSES OF ACTION, LIENS, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEYS’ FEES AND COSTS, AND DAMAGES SUSTAINED BY OR ASSERTED AGAINST SELLER OR THE PROPERTY “Permitted Exceptions”). (COLLECTIVELY g) No later than thirty (30) days prior to the expiration of the Inspection Period (the “CLAIMSTitle Review Period”), INCLUDINGPurchaser shall deliver to Seller a written objection notice of those title exceptions, BUT NOT LIMITED TOtitle requirements and/or survey matters that are not acceptable to Purchaser (each a “Title Defect”, INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR THEFT OF ANY PROPERTYand collectively, OR MECHANICS’ AND MATERIALMEN’S LIENSthe “Title Defects”). Failure by Purchaser to timely deliver such written objection notice to Seller of any Title Defects shall be deemed to be an election by Purchaser that there are no Title Defects or other title or survey matter that are unacceptable to Purchaser and an election by Purchaser not to terminate this Agreement and to proceed with Closing without a reduction in the Purchase Price. Seller shall have five (5) business days after receipt of such notice from Purchaser a written notice to deliver to Purchaser a written response that states whether or not Seller elects to eliminate such Title Defects (“Seller’s Title Notice”). Failure by Seller to timely deliver such Seller’s Title Notice shall be deemed to be an election by Seller not to cure or eliminate such Title Defects. Seller shall have no obligation to eliminate any Title Defect. If Seller elects to remove any Title Defects, CAUSED AS A RESULT OF OR ARISING OUT OF OR SOLELY IN CONNECTION WITH ANY INSPECTIONSit shall undertake steps to do so promptly, EXAMINATIONS OR TESTS CONDUCTED BY PURCHASER OR ITS CONTRACTORS OR AGENTSat its sole cost and expense, EVEN IF THE INDEMNIFIED PARTY WOULD BE STRICTLY LIABLE UNDER APPLICABLE LAWwith commercially reasonable efforts and to the reasonable satisfaction of the Title Company prior to the Closing. In the event that Seller either (i) elects not to eliminate such Title Defects, BUT NOT TO THE EXTENT SUCH CLAIMS ARE CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF SELLER. The provisions or (ii) fails to deliver Seller's Title Notice within such five (5) business day period (“Seller’s Response Period”), then Purchaser shall have the right to terminate this Agreement by delivering written notice thereof to Seller and Escrow Agent within five (5) business days following the earlier of the date Purchaser receives Seller’s Title Notice or the expiration of Seller’s Response Period (“Purchaser’s Response Notice”), and upon timely delivery of any such written notice this Section 8.B. Agreement shall immediately terminate and Escrow Agent shall deliver the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except those that expressly survive Closing or the termination of this Agreement.. Failure by Purchaser to timely deliver such Purchaser’s Response Notice shall be deemed to be an election by Purchaser to not terminate this Agreement and to proceed with Closing without a reduction in the Purchase Price. Notwithstanding the forgoing, if Seller in Seller’s Title Notice elects to eliminate such Title Defects but thereafter fails to eliminate such Title Defects from title to the Property prior to the Closing, then Purchaser shall have the right to either (1) waive its objection and Close on the Property without a reduction in Purchase Price, or