Common use of Access to Property Clause in Contracts

Access to Property. (a) Subject to the Purchaser complying with each of its obligations herein and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leases, from and after the execution of this Agreement until the Closing or earlier termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders shall have access to the Property during the Vendor’s normal business hours upon reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) at the Purchaser’s sole risk and expense, for the purpose of inspecting the Property including, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that such inspections, tests and audits are conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirements. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. (a) 3.5.1 Subject to the Purchaser complying rights of existing tenants of the Property (“Tenants”), whom Buyer hereby agrees not to interview or question without having provided Seller and Seller’s Broker (as defined below) with each at least 24 hours prior written notice of its obligations herein intention to do so during such interview, Seller hereby grants to Buyer and Buyer’s representatives, agents, employees and contractors (collectively, “Buyer’s Agents”) a nonexclusive license to Gaming Authorities enter onto the Property solely for the purpose of conducting Buyer’s Inspection. Any Inspection work shall be at the sole cost and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights expense of the Tenants Buyer. The license created under the Leases, from and after the execution of this Agreement until the Closing or earlier Section 3.5.1 shall expire on termination of this Agreement. At least forty-eight (48) hours prior to any entry and Inspection, Buyer shall provide Seller with sufficient evidence to show that Buyer and Buyer’s Agents, who are to enter upon the Property, are adequately covered by policies of insurance issued by a carrier reasonably acceptable to Seller insuring Buyer and Seller against any and all liability arising out of Buyer’s or Buyer’s Agents’ entry upon and Inspection of the Property, including without limitation any loss or damage to the Property, with coverage in the amount of not less than $1,000,000 per occurrence. 3.5.2 Buyer agrees to keep the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Buyer or Buyer’s Agents with respect to any Inspection or Physical Testing of the Property. If any such lien shall at any time be filed, Buyer shall cause the same to be discharged of record within twenty (20) days thereafter by satisfying the same or, if Buyer in its discretion and in good faith determines that such lien should be contested, by recording a bond. Failure by Buyer to discharge such lien shall be a material breach of this Agreement and Seller may terminate this Agreement by written notice thereof to Buyer. 3.5.3 Buyer shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances, or policies in conducting the Inspection and the Physical Testing. 3.5.4 Buyer hereby agrees to hold harmless, protect, defend and indemnify, and hereby releases, Seller and its trustees, officers, directors, employees, contractors, agents, subsidiaries and affiliates, and its and their respective successors and assigns (collectively, the Purchaser “Indemnitees”) and its agentsthe Property from and against any and all claims, advisorsdemands, consultantscauses of action, employees losses, liabilities, liens, encumbrances, costs or expenses (including without limitation reasonable attorneys’ fees and lenders shall have access litigation costs) arising out of, connected with or incidental to: (a) any injuries to persons (including death) or property (real or personal), or (b) any mechanics’, workers’ or other liens on the Property, by reason of or relating to the work or activities conducted on the Property during the Vendorby Buyer or Buyer’s normal business hours upon reasonable notice to the Vendor (which notice Agents. The provisions of this Section 3.5.4 shall survive any termination of this Agreement and shall not be less than two (2) Business Days’ prior written notice) at limited in any way by any other terms of this Agreement. 3.5.5 In no event shall Buyer or Buyer’s Agents have the Purchaser’s sole risk and expense, for the purpose of inspecting right to place any materials or equipment on the Property (including, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that such inspections, tests and audits are conducted in accordance with Applicable Law and any limitations signs or requirements imposed by Gaming Authorities or other advertising material) until after the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser Closing has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirementsoccurred. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser3.5.6 Buyer shall, at the Purchaser’s its sole cost and expense, to have reasonable access to clean up and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of repair the Property, provided in whatever manner necessary, after Buyer’s or Buyer’s Agents’ entry thereon so that the Vendor and its representatives Property shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect returned to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) same condition that existed prior to Buyer’s or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the PurchaserBuyer’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s SolicitorsAgents’ entry thereon.

Access to Property. (a) Subject Purchaser, upon oral or written notice to the Purchaser complying with each of its obligations herein Seller and to Gaming Authorities Seller’s reasonable approval thereof, and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leasestenants, from and after the execution of this Agreement until the Closing or earlier termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders shall have access to the Property during the Vendor’s normal business hours upon at all reasonable notice times subsequent to the Vendor Execution Date, with full right to (which notice shall not be less than two i) inspect the Property; (2ii) Business Days’ prior written notice) at the Purchaser’s sole risk review, inspect, copy and expenseanalyze all books, for the purpose records and other financial information and data of inspecting the Property including, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that such inspections, tests and audits are conducted in accordance Seller with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of respect to the Property and do not unreasonably interfere with any of the Tenants. The Purchaser operation thereof; (iii) to interview tenants upon one (1) business day’s advance oral or written notice to Seller, and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants Seller or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor Seller’s agent shall have the right to accompany Purchaser during any activities performed by Purchaser on the Property, and (iv) to conduct all tests thereon, including, but not limited to, soil borings and hazardous waste studies, and to make such other examinations with respect thereto as Purchaser, its counsel, licensed engineers, surveyors or other representatives may deem necessary or desirable. Purchaser shall have no right to conduct any invasive (including without limitation a Phase II environmental investigation) unless a Phase I environmental report expressly recommends such a survey, and its agents, advisors, consultants, employees and lenders on any inspections and Seller shall have the right to approve approve, in its sole discretion, the time, manner and location of any invasive testing. Any entry on or intrusive inspections, tests and audits, if any are proposed to the Property by provisions hereof shall be at the risk of Purchaser, who hereby agrees not to cause damage to the Property and Purchaser agrees to indemnify and hold Seller harmless from and against any liens, claims, actions, charges, damages, expenses (including, but without limitation, attorney’s fees and court costs) and liabilities incurred as a result, directly or indirectly, of the exercise by Purchaser of the rights granted in this Section; provided, however, that excluded from the foregoing indemnity are any losses, costs, damages, claims, or liabilities relating to pre-existing conditions upon the Property or the negligence or willful misconduct of Seller. If the transaction contemplated by this Agreement fails to close for any reason whatsoever (other than as a result of a material default by Seller), Purchaser shall also promptly restore any portion to as near as is reasonably possible to the condition that existed immediately prior to the activities that resulted in such inspections, tests damage or destruction. The provisions of this Section 8.1shall survive Closing and audits being undertaken, such approval not to be unreasonably withheld or delayedany termination of this Agreement. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirements. (b) The Purchaser shall repair maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any damage caused part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by inspections, tests and audits performed by the Purchaser or its agentsconsultants or contractors, advisorsas the case may be, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with this Section 3.28.1. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

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

Access to Property. (a) Subject Purchaser acknowledges that it is acquiring the Property “AS IS and WHERE IS” with all faults, based upon its inspection of the Property prior to the Effective Date. Purchaser complying with each and its designated agent and representatives shall have a reasonable right of its obligations herein entry upon the Property from and after the Effective Date, through the Closing Date, subject to Gaming Authorities the rights of Tenants under their existing Leases, and subject to any limitations imposed all applicable laws and reasonable advance notice to Seller’s property manager and/or construction consultant, as appropriate. In furtherance of the foregoing, Purchaser shall have the right to review all of the materials provided by the Vendor’s reasonable security requirementsSeller, and observing to conduct such further due diligence as is deemed necessary or appropriate by Purchaser in connection with the rights transactions contemplated by this Agreement, including, without limitation, non-invasive or invasive environmental testing or engineering surveys of the Tenants Real Estate (provided that Phase II environmental testing shall be subject to Seller’s prior consent), interviews with the lessees under the Leases, and such other due diligence as is customarily conducted by purchasers of real property. Purchaser and/or the persons or entities conducting any testing and investigations shall not commit waste at the Property, and Purchaser shall restore the Property to its condition existing immediately prior to Purchaser’s inspection thereof, and Purchaser shall be liable for all damage or injury to any person or property resulting from, relating to or arising out of any inspection, whether occasioned by the acts of Purchaser or any of its employees, agents, representatives or contractors, and Purchaser shall indemnify and hold harmless Seller and its agents, employees, officers, directors, affiliates and asset managers from and after the execution of this Agreement until any liability resulting therefrom. This indemnification by Purchaser shall survive the Closing or earlier the termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders shall have access to the Property during the Vendor’s normal business hours upon reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) at the Purchaser’s sole risk and expense, for the purpose of inspecting the Property including, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that such inspections, tests and audits are conducted in accordance as applicable. In connection with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirements. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Seller acknowledges that Purchaser acknowledges has heretofore provided Seller and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017CBF with a certificate of insurance, naming Seller and listed in Schedule “H” hereto CBF as additional insureds on its property damage and any updates thereto received by Vendor or Vendor’s Solicitorsliability insurance policies.

Access to Property. (a) Subject From and after the date that this Agreement is fully executed and delivered by Seller and Purchaser (the "Effective Date"), subject to the provisions of Section 3(c) and without in any way limiting the provisions of Section 3(e), Purchaser complying and its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively "Purchaser's Representatives") shall have the right, through the Closing Date, from time to time, upon the advance notice required pursuant to Section 3(c), to enter upon and pass through the Premises during normal business hours to examine and inspect the same. (b) Seller has previously delivered, or shall make available, to Purchaser, the diligence documents disclosed on the Property diligence website established by CBRE or made available to Purchaser at the Property (but excluding any portions of such documents which are privileged or confidential matters or pertaining to Seller's income tax records, its corporate records with its members or partners and any records relating to Seller's selling or financing negotiations or third party appraisals or any internal documents relating to the value of the Property (the "Excluded Materials"), none of which are part of the Property). (c) In conducting the inspection of the Premises and its due diligence review, Purchaser shall at all times comply with all laws and regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser's Representatives shall (i) contact or have any discussions with any of Seller's employees, agents or representatives, or with any contractors providing services to the Premises, or with Playa Phase I Commercial Land Company, LLC ("Playa Phase I"), Playa Capital Company, LLC ("Playa Capital") or any governmental authority (including, without limitation, the California Regional Water Quality Control Board and the Los Angeles Department of Building and Safety), or their respective employees, agents or representatives, unless in each case Purchaser obtains the prior written consent of Seller which shall not be unreasonably withheld, it being agreed that all such contacts or discussions shall, pending any such approval, be directed to ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ((▇▇▇) ▇▇▇-▇▇▇▇), (ii) interfere with the business of Seller (or any of its obligations herein Tenants) conducted at the Premises or disturb the use or occupancy of any occupant of the Premises, or (iii) damage the Premises. In conducting the foregoing inspection, Purchaser and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirementsPurchaser's Representatives shall at all times comply with, and observing shall be subject to, the rights of the Tenants under the Leases, Leases (and any persons claiming under or through such Tenants). Seller may from and after the execution time to time establish reasonable rules of this Agreement until the Closing or earlier termination of this Agreement, the conduct for Purchaser and its agents, advisors, consultants, employees and lenders shall have access to Purchaser's Representatives in furtherance of the Property during the Vendor’s normal business hours upon reasonable notice to the Vendor (which notice foregoing. Purchaser shall not be less entitled to permit any party other than two (2) Business Days’ Purchaser and Purchaser's Representatives to enter, use or inspect the Premises without Licensor's prior written notice) at the Purchaser’s consent, which consent may be withheld in Seller's sole risk and expense, for the purpose of inspecting the Property including, without limitation, performing physical absolute discretion. Purchaser shall schedule and structural inspections, soil tests and environmental audits provided that such inspections, tests and audits are conducted in accordance coordinate all inspections with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, Seller and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor give Seller at least two (2) Business Days’ business days' prior written notice and complies with thereof. Seller shall be entitled to have a representative present at all times during each such inspection. All persons who enter upon the foregoing requirements. (bPremises pursuant to this Section 3(c) The do so at their own risk. Purchaser shall repair any damage caused by inspections, tests and audits performed by agrees to pay to Seller on demand the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs cost of repairing and restoring any damage or disturbance which Purchaser or Purchaser's Representatives shall cause to the Property. All inspection fees, appraisal fees, engineering fees and other costs and expenses of any loss caused kind incurred by such inspections, tests Purchaser or audits and all Claims Purchaser's Representatives relating to such inspection and its other due diligence shall be at the sole expense of Purchaser. In the event that the Closing hereunder shall not occur for any reason whatsoever (other than Seller's default), Purchaser shall: (A) promptly deliver to Seller, at no cost to Seller, and without representation or warranty, the originals of all third party reports and inspections of the Premises (provided the same do not restrict such inspectionsdelivery to a third party) made and conducted by Purchaser or Purchaser's Representatives or for Purchaser's benefit which are in the possession or control of Purchaser or Purchaser's Representatives (collectively, tests the "Diligence Reports"), and audits (B) promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser and from shall destroy all Claims incurred by the Vendor as a result thereof including, without limitationcopies and abstracts thereof. In no event shall Purchaser or Purchaser's Representatives be permitted to conduct any environmental testing, any construction liens (borings of the Premises or certificates drilling in or on the Premises or any other invasive testing in connection with the preparation of pending litigation) registered an environmental audit or in connection with any other inspection of the Premises without Seller's prior written consent, which consent may be withheld in Seller's sole and absolute discretion. No structure, signs or other improvement or appurtenances of any kind shall be constructed and no grading or moving of earth shall be undertaken on the Premises by Purchaser or Purchaser's Representatives. Purchaser shall not suffer or permit to be enforced against the Property as a result Premises, or any part thereof. For greater certainty, any mechanics', materialmen's, contractors' or subcontractors' liens or any claim for damage, in either event arising from Purchaser's and/or Purchaser's Representatives' access to, or inspection of, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held Premises, or any inspections or other due diligence conducted by the Vendor’s Solicitors for a period or on behalf of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the and Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay or cause to be paid all of said liens and claims before any action is brought to enforce the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided same against the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such terminationPremises. Notwithstanding anything to the contrarycontrary set forth in this Agreement, if Purchaser shall in good faith contest the Transaction is completedvalidity of any such lien or claim, the Deposit shall be credited then Purchaser shall, at its expense, defend itself and Seller against the Purchase Price same and shall pay and satisfy any adverse judgment that may be rendered thereon before the enforcement thereof against Seller or the Premises, but only upon the condition that if Seller shall require, Purchaser shall procure and record or furnish to Seller a surety bond or other acceptable security satisfactory to Seller in Seller's sole and absolute discretion in an amount at least equal to such contested lien or claim indemnifying Seller against liability for the same, and holding the Premises free from the effect of any lien or claim. Not later than two (2) business days prior to entering the Premises, or any portion thereof, for the purpose of commencing any inspections or due diligence investigations permitted under this Section 3, Purchaser shall provide immediate written notice of such activity to Seller so that Seller may, at its option, and if applicable, post and maintain on the Premises such notices of nonresponsibility or otherwise as may be necessary to protect Seller against liability for any liens or claims described in this Section 3(c) above. The provisions of this Section 3(c) shall survive the Closing pursuant to and in accordance with Section 3.2or any termination of this Agreement. (cd) From Prior to conducting any physical inspection at the Premises, Purchaser shall obtain, and after during the period of such inspection shall maintain, at its expense, commercial general liability insurance, including a contractual liability endorsement, and personal injury liability coverage, with Seller and its managing agent, if any, as additional insureds, from an insurer reasonably acceptable to Seller, which insurance policies must have limits for bodily injury and death of not less than Three Million Dollars ($3,000,000) for any one occurrence and not less than Three Million Dollars ($3,000,000) for property damage liability for any one occurrence. Prior to making any entry upon the Premises, Purchaser shall furnish to Seller a certificate of insurance evidencing the foregoing coverages. (e) Purchaser hereby agrees to indemnify, defend and hold Seller and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents and contractors, and any successors or assigns of the foregoing (collectively with Seller, "Seller Related Parties") harmless from and against any and all losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited to, reasonable attorneys' fees, court costs and disbursements) incurred by any Seller Related Parties arising from or by reason of Purchaser's breach of its obligations set forth in this Section 3 or Purchaser's and/or Purchaser's Representatives' access to, or inspection of, the Premises, or any inspections or other due diligence conducted by or on behalf of Purchaser; provided the foregoing indemnification shall not apply to the mere discovery of existing conditions or matters as opposed to the exacerbation of such existing conditions or matters for which Purchaser shall be liable. In addition to and not in limitation of Seller's other rights and remedies under this Agreement, should Purchaser fail within ten (10) days of a written request from Seller either (i) to pay and discharge any lien or claim arising out of Purchaser's and/or Purchaser's Representatives' access to, or inspection of, the Premises, or any inspections or other due diligence conducted by or on behalf of Purchaser, or to have bonded around such liens or claims as provided in Section 3(c) above, or (ii) to indemnify and defend the Seller Related Parties from and against any loss, damage, injury, liability or claim as required by this Section 3(e) above, then in any such case the Seller Related Parties may, at their option, pay any such lien, claim, demand, injury, liability or damages, or settle or discharge any action therefor or satisfy any judgment thereon, and all costs, expenses and other sums incurred by the Seller Related Parties in connection therewith (including, but not limited to, reasonable attorneys' fees, court costs and disbursements) shall be paid to the Seller Related Parties by Purchaser upon written demand, together with interest thereon at the maximum contract rate permitted by law from the date incurred or paid until repaid. The indemnitees provided by Purchaser in favor of the Seller Related Parties in this Section 3(e) shall not require payment by the Seller Related Parties as a condition precedent. If any Seller Related Parties employ an attorney or other person or commence an action to enforce any of the provisions of this Section 3 or to remove Purchaser and/or Purchaser's Representatives from the Premises, Purchaser agrees to pay all costs of enforcement in connection therewith, including, but not limited to, reasonable attorneys' fees, court costs and disbursements. The provisions of this Section 3(e) shall survive the Closing or any termination of this Agreement. (f) Purchaser acknowledges and agrees that prior to its execution of this Agreement, Purchaser had the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, opportunity to have reasonable access to conduct and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and complete its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing investigations of the PropertyPremises and consequently Purchaser has no right to terminate this Agreement in connection with Purchaser's rights under this Section 3 of the Agreement, provided that and the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only Deposit (as set out defined in Section 6.6, all updates of reports (and any related reliance letters4(a) below) shall be obtained by the non-refundable to Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby except as otherwise expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. (a) Subject Seller grants to Buyer, and its duly authorized ------------------ agents and employees, the Purchaser complying with each of its obligations herein right, to enter in and upon the Property, at reasonable times, to inspect and examine the same and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leases, from and after the execution of this Agreement until the Closing or earlier termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders shall have access to the Property during the Vendor’s normal business hours upon reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) at the Purchaser’s sole risk and expense, for the purpose of inspecting the Property including, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that make such inspectionssurveys, tests and audits are conducted in accordance measurements thereof as Buyer shall reasonably deem necessary, provided however, that Buyer shall provide Seller with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirements. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days business days advance notice of buyer's intention to access the Purchaser’s request, execute and deliver any authorizations reasonably required by Property in order that Seller may elect to have a representative present at the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this AgreementProperty during Buyer's access. Notwithstanding the foregoing, with respect to any environmental investigation of the Purchaser acknowledges Property, Buyer's right to inspect and agrees that examine the Vendor will deliver Property hereunder shall be limited to a Phase I Investigation in accordance with paragraph 4(c) hereof. In the event that, based upon the results of the Phase I investigation, Buyer elects to perform any additional environmental investigation of the Property, then Buyer shall provide Seller, for Seller's review and approval, a plan, including a schedule, for the performance of such additional environmental investigation. The results of any such additional environmental investigation shall be subject to the Purchaser confidentiality provisions specified in 4(c) hereof. In the Data Room those responses event Buyer does enter onto the Property pursuant to this provision, Buyer shall indemnify and hold harmless Seller, its officers, directors, agents, employees and representatives, from Governmental Authorities received and against all claims, causes of action, fines, penalties, damages, liability losses or expenses, including reasonable attorneys' fees, of any kind or character, cause by or arising from any actions or activities of Buyer and its agents and employees on the Vendor Property. Except as otherwise provided in 2017this Agreement, and listed Buyer's right of access hereunder shall terminate of April 30, 2000, unless extended in Schedule “H” hereto and any updates thereto received writing by Vendor or Vendor’s SolicitorsSeller.

Access to Property. (a) Subject to the Purchaser complying with each of its obligations herein and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leases, from and after the execution of this Agreement until Execution Date to and including the Closing or earlier termination of this AgreementDue Diligence Date, the Purchaser and its agents, advisors, consultants, consultants and employees have had and lenders shall continue to have access to the Property during the Vendor’s 's normal business hours upon reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) Vendor, at the Purchaser’s 's sole risk and expense, for the purpose of inspecting the Property includingProperty, including without limitation, limitation performing physical and structural inspections, soil tests and environmental audits provided that such audits. Such inspections, tests and audits are shall be conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere a manner that minimizes interference with the normal operation use of the Property and do does not contravene any Leases or unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, consultants and employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspectionstheir employees. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, consultants and employees and lenders on any inspections and shall have the right right, acting reasonably, to approve approve, or to refuse approval for, invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) one complete Business Days’ Day’s prior written notice and complies with the foregoing requirements.; (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, consultants or employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this This indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. Maryland Guarantor shall, and shall cause Operating Lessee and Approved Property Manager to permit agents, representatives and employees of Lender and the Servicer to enter and inspect the Property or any portion thereof, and/or inspect, examine, audit and copy the books and records of Maryland Guarantor, Operating Lessee and Approved Property Manager (a) Subject including all recorded data of any kind or nature, regardless of the medium of recording), at such reasonable times as may be requested by Lender upon reasonable advance notice ( all subject to the Purchaser complying with each of its obligations herein terms and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights conditions of the Tenants under Approved Management Agreement). The cost of such inspections, examinations, copying or audits shall be borne by Maryland Guarantor, including the Leasescost of all follow up or additional investigations, from audits or inquiries deemed reasonably necessary by Lender (i) if Lender shall determine that an Event of Default exists or (ii) such inspections, examinations, copying or audits are conducted by Lender in connection with its verification of completion of any Capital Plan Component pursuant to Section 5.22(b). The cost of such inspections, examinations, audits and after copying, if not paid for by Maryland Guarantor following demand, may be added to the execution of this Agreement Indebtedness and shall bear interest thereafter until paid at the Closing Default Rate. If Maryland Guarantor prohibits, bars or earlier termination of this Agreement, the Purchaser and its fails to permit agents, advisors, consultants, representatives and employees of Lender and lenders shall have access to the Property during the Vendor’s normal business hours upon reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) at the Purchaser’s sole risk Servicer from entering and expense, for the purpose of inspecting the Property includingor from inspecting, without limitationexamining, performing physical auditing and structural inspectionscopying the books and records of Maryland Guarantor, soil tests Operating Lessee and environmental audits provided Approved Property Manager, as required by this Section, for more than five days after a written request is made by Lender to do so, Maryland Guarantor agrees to pay Lender on demand the sum of $1,000.00 for each day after such five-day period that Maryland Guarantor so prohibits or bars such inspections, tests and audits are conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirementsinspection, and such sum or sums shall not unreasonably interfere be part of the Indebtedness. Notwithstanding any of Lender’s or Servicer’s rights in this Section, in no event shall Lender or Servicer have any right to enter or inspect the Property or inspect, examine, audit or copy the books and records of Approved Property Manager that is greater than or inconsistent with the normal operation access afforded to Maryland Guarantor and Operating Lessee under the terms of the Property and do not unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirementsApproved Management Agreement. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. (a) Subject to the Purchaser complying with each of its obligations herein and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leases, from and after the execution of this Agreement Execution Date until the Closing or earlier termination of this AgreementDate, the Purchaser and its agents, advisors, consultants, employees and lenders shall have access to the Property, the Property Information, and to the Chattels during the Vendor’s normal business hours upon reasonable written notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) Vendor, at the Purchaser’s sole risk and expense, for the purpose of inspecting the Property, the Property Information, and the Chattels including, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that such audits, and reviewing the Property Information. Such inspections, tests and audits are shall be conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere a manner that minimizes interference with the normal operation use of the Property and do does not contravene any Leases or unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not, except on at least 2 Business Days’ prior written notice and with the Vendor’s written consent (which shall not be unreasonably withheld) and in the company of a representative of the Vendor, if required by the Vendor, have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspectionstheir employees. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) complete Business Days’ prior written notice and complies with the foregoing requirements. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this This indemnity shall survive termination of this Agreement regardless of the cause of such terminationtermination and shall survive the Closing. Notwithstanding anything the foregoing, Purchaser shall not be liable for any liens, claims, causes of action, damages, liabilities, costs and expenses (including but not limited to court costs and reasonable legal fees) incurred by Vendor arising from Purchaser’s discovery of adverse facts or conditions with respect to the contraryProperty, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due which facts or conditions were not otherwise caused by Purchaser’s activities on the Closing pursuant Property, or any pre-existing condition on the Property. The Purchaser agrees not to disclose any such adverse facts or conditions to any third party except with the consent of the Vendor, except to its agents, consultants, advisors, lenders and in accordance with Section 3.2investors (and then only to the extent necessary to evaluate or assess the adverse facts and to determine if, notwithstanding such adverse facts, it can complete the Transaction), or as may be required by law (including any requirements of governmental authorities of the United States applicable to Purchaser and its affiliates). (c) From and after the execution of this AgreementExecution Date, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all All reliance letters and updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate statutory or Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the . The Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of will promptly at the Purchaser’s request, request execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate statutory or Governmental Authority to release such information to the Purchaser. The Purchaser shall not request, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoingnor cause to be conducted, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from any on-site inspections by any Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s SolicitorsAuthority.

Access to Property. (a) Subject The Shareholder has caused the Company to deliver to the Purchaser complying with each Buyer copies of all title information, including all abstracts, title insurance policies, legal opinions and surveys relating to the Real Property. The Buyer, its obligations herein counsel, accountants, agents and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leases, from and after the execution of this Agreement until the Closing or earlier termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders other representatives shall have full and reasonable access to the Real Property, personal property, files, documents, records, permits, equipment, and all Assets of the Company (the "Records"). The Shareholder will make the Records immediately available to the Buyer at their current locations in Shareholder's or the Company's offices for its complete examination and otherwise reasonably cooperate with Buyer in connection with this paragraph. The Buyer's licensed inspectors and professionals will also have the right to enter upon the Real Property during the Vendor’s normal business hours upon after reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) at the Purchaser’s sole risk and expense, for the purpose of inspecting inspecting, at the sole cost and expense of the Buyer, the Real Property with respect to soil conditions, environmental matters, roof, structure, HVAC, electrical systems, plumbing, machinery, surveying matters and performing other similar investigatory work as the Buyer considers appropriate, including, without limitation, performing physical and structural inspections, soil tests and a Phase I and/or Phase II environmental audits provided that such inspections, tests and audits are conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or audit (as appropriate)of the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the TenantsReal Property. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor shall Buyer will have the right to accompany make reasonable inquiries of tenants, governmental authorities, utility companies, Shareholder-designated representatives of the Purchaser Company and other like parties and to make such feasibility studies and analyses as it considers appropriate. The Buyer hereby covenants and agrees to use all reasonable efforts so that neither the Buyer nor any of Buyer's representatives will interfere with the Company's Businesection Any entry made on the Real Property by the Buyer and its agentsrepresentatives will be at the sole risk of the Buyer. The right of inspection will terminate when and if this Agreement is terminated. The Buyer hereby covenants and agrees to indemnify and hold harmless the Company and the Shareholder from any and all loss, advisorsliability, consultantscosts (inclusive of reasonable attorneys' fees and disbursements), employees claims, demands, damages, actions, causes of action, and lenders on suits actually and directly arising out of or in any inspections and shall have manner related to the right to approve invasive or intrusive inspections, tests and audits, if any are proposed exercise by the Purchaser, prior to such inspections, tests Buyer of the Buyer's rights under this paragraph. The Buyer will pay for all work and audits being undertaken, such approval not to be unreasonably withheld inspections performed on or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies in connection with the foregoing requirements. (b) Real Property and will not permit the creation of any lien in favor of any contractor, subcontractor, materialman, mechanic, surveyor, architect or laborer. The Purchaser shall Buyer further covenants and agrees that if this transaction does not close it will repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2Buyer. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. (a) Subject The Buyer has previously received copies of all title information, including title insurance policies, relating to the Purchaser complying with each of Real Property. The Buyer, its obligations herein counsel, accountants, agents and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leases, from and after the execution of this Agreement until the Closing or earlier termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders other representatives shall have full and reasonable access to the Real Property, personal property, files, documents, records, permits, equipment, and all Assets of the Company (the "Records"). The Shareholder will make the Records immediately available to the examination and otherwise reasonably cooperate with Buyer in connection with this paragraph. The Buyer's licensed inspectors and professionals will also have the right to enter upon the Real Property during the Vendor’s normal business hours upon after reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) at the Purchaser’s sole risk and expense, for the purpose of inspecting inspecting, at the sole cost and expense of the Buyer, the Real Property with respect to soil conditions, environmental matters, roof, structure, HVAC, electrical systems, plumbing, machinery, surveying matters and performing other similar investigatory work as the Buyer considers appropriate, including, without limitation, performing physical and structural inspections, soil tests and a Phase I and/or Phase II environmental audits provided that such inspections, tests and audits are conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or audit (as appropriate)of the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the TenantsReal Property. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor shall Buyer will have the right to accompany make reasonable inquiries of tenants, governmental authorities, utility companies, Shareholder-designated representatives of the Purchaser Company and other like parties and to make such feasibility studies and analyses as it considers appropriate. The Buyer hereby covenants and agrees to use all reasonable efforts so that neither the Buyer nor any of Buyer's representatives will interfere with the Company's Business. Any entry made on the Real Property by the Buyer and its agentsrepresentatives will be at the sole risk of the Buyer. The right of inspection will terminate when and if this Agreement is terminated. The Buyer hereby covenants and agrees to indemnify and hold harmless the Company and the Shareholder from any and all loss, advisorsliability, consultantscosts (inclusive of reasonable attorneys' fees and disbursements), employees claims, demands, damages, actions, causes of action, and lenders on suits actually and directly arising out of or in any inspections and shall have manner related to the right to approve invasive or intrusive inspections, tests and audits, if any are proposed exercise by the Purchaser, prior to such inspections, tests Buyer of the Buyer's rights under this paragraph. The Buyer will pay for all work and audits being undertaken, such approval not to be unreasonably withheld inspections performed on or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies in connection with the foregoing requirements. (b) Real Property and will not permit the creation of any lien in favor of any contractor, subcontractor, materialman, mechanic, surveyor, architect or laborer. The Purchaser shall Buyer further covenants and agrees that if this transaction does not close it will repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2Buyer. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. (a) Subject to 7.1. Until the Purchaser complying with each of its obligations herein and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leases, from and after the execution of this Agreement until the Closing or earlier termination of this AgreementDue Diligence Date, the Purchaser Purchaser, its employees and its agents, advisors, consultants, employees and lenders shall have access be allowed to enter upon the Property during the Vendor’s normal business hours to conduct such reasonable, non- destructive investigations, studies, surveys and tests as the Purchaser may require in order to assess the suitability of the Property for the Purchaser’s intended use thereof. The Purchaser will make such investigations, studies, surveys and tests upon reasonable notice and with the minimum possible interruption to the Vendor (Vendor. The Purchaser shall be responsible for all damages caused by all such investigations, studies, surveys and tests performed by or on its behalf as contemplated by this Section and agrees to restore and repair the Property forthwith to the condition in which notice shall not be less than two (2) Business Days’ the Property existed prior written notice) to the Purchaser’s investigations, studies, surveys and tests at the Purchaser’s sole risk and expense. In the event the Purchaser fails to make good any damages within a reasonable period of time after receiving notice of same from the Vendor, for the purpose reasonable cost of inspecting same shall be deducted from the Property includingDeposit before the return of same to the Purchaser, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that such inspections, tests and audits are conducted prejudice to any other rights the Vendor may have at law or in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the Tenantsequity. The Purchaser hereby agrees to indemnify and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of save the Vendor harmless with respect to all claims, fines, disbursements, legal fees on a substantial indemnity basis, interest, demands and actions of any nature or of Tenants in the course of such inspections. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right to approve invasive kind whatsoever sustained or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirements. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit exercising its rights under this Section. The Purchaser’s obligations under this Section shall stand as security for such indemnity not merge on and shall be held by survive the Vendor’s Solicitors for a period of ten (10) Business Days after closing or termination of this Agreement (if applicable)for any reason. 7.2. The Purchaser covenants and agrees to treat the results of all its investigations, but surveys, studies and tests in a strict and confidential manner and not to disclose the Closing, during which time the Vendor may submit Notice of any Claims results to a third party except where required by law or potential Claims to its advisors. If the Purchaser is not satisfied with the results of the Purchaser's investigations, studies, surveys and the Vendor’s Solicitors and if tests, the Purchaser agrees in writing within a further five (5) Business Days will share the results thereof with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6provide copies of any test results, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaserstudies obtained. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. (a) Subject to the Purchaser complying with each of its obligations herein and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leasesherein, from and after the execution of this Agreement until Execution Date to and including the Closing or earlier termination of this AgreementDue Diligence Date, and subject to any restrictions on the Vendor’s ability to grant access to the Property (which the Vendor shall use its best efforts to have waived), the Purchaser and its agents, advisors, consultants, employees and lenders Representatives shall have access to the Property during the Vendor’s normal business hours upon reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) Vendor, at the Purchaser’s sole risk and expense, for the purpose of inspecting the Property includingProperty, including without limitation, limitation performing physical and structural inspections, soil tests and environmental audits provided that such audits. Such inspections, tests and audits are shall be conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere a manner that minimizes interference with the normal operation use of the Property and do not unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspectionsProperty. The Vendor or its agents shall have the right to accompany the Purchaser and its agents, advisors, consultants, consultants and employees and lenders on any inspections and shall have the right right, acting reasonably, to approve approve, or to refuse approval for, invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two three (23) complete Business Days’ Day’s prior written notice and complies with the foregoing requirements. If, at any time, the Purchaser’s access to the Property shall be denied or impeded for any reason (other than by reason of the Purchaser's failure to comply with, or the proper imposition by the Vendor of, the access conditions set out in this Section 2.3(a)) such that the Purchaser is unable to conduct its Due Diligence of the Property, the Due Diligence Date shall automatically be extended by the number of days corresponding to the number of days on which such access was so denied or impeded. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, consultants or employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this This indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. Purchaser, upon one (a1) Subject business day’s notice to the Purchaser complying with each of its obligations herein and to Gaming Authorities Seller, and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants tenants under the Tenant Leases, from and after shall have reasonable access to the Property at all times subsequent to the date of execution of this Agreement until and prior to its termination, with full right to, at Purchaser’s sole cost and expense, (i) inspect the Closing Property; and (ii) to conduct all non-invasive tests thereon, including, but not limited to, surveys, a phase I environmental site assessment and property condition inspection, with respect thereto as Purchaser, its counsel, licensed engineers, surveyors or earlier termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders shall have access other representatives may deem necessary or desirable. Any entry on or to the Property during by provisions hereof shall be at the Vendor’s normal business hours upon reasonable notice risk of Purchaser, who hereby agrees not to cause damage to the Vendor (which notice Property and indemnifies Seller from any damage caused thereby; provided, however, and notwithstanding the foregoing, that Purchaser shall not be less than two (2) Business Days’ prior written notice) at the Purchaser’s sole risk and expense, liable for the purpose of inspecting the Property including, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that such inspections, tests and audits are conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation pre-existing condition of the Property merely discovered (and do not unreasonably interfere aggravated) by Purchaser or its representatives. In no event shall Purchaser have the right to conduct any invasive testing on the Property, without the prior written consent of Seller which may be withheld in Seller’s sole discretion. In the event Purchaser wishes to conduct tenant interviews, Purchaser shall provide Seller with any of written notice not less than forty-eight (48) hours prior to the Tenantsproposed time for such tenant interview. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor Seller shall have the right to accompany have a representative present during any such tenant interview. In the event Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right elects to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, terminate this Agreement prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirements. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount expiration of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, Inspection Period or if the Purchaser does fails to close for any reason (other than Seller’s default), if requested by Seller, Purchaser shall assign and deliver to Seller, without any cost or expense to Seller, all third party reports obtained by Purchaser in connection with its review and inspection of the Property. Purchaser agrees that its access to the Property shall be afforded in such a manner as not agree in writing to interfere with the Claim businesses or does operations of Seller, any tenant under the Tenant Leases, or any of their respective customers, suppliers or distributors. Purchaser shall indemnify Seller for any loss or damage, including court costs and reasonable attorneys' fees, incurred by Seller due to Purchaser's inspection of the Property hereunder; provided, however, and notwithstanding the foregoing, that Purchaser shall not respond be liable for any pre-existing condition of the Property merely discovered (and not aggravated) by Purchaser or its representatives. Purchaser shall promptly restore the Property to its condition existing prior to the commencement of such activities which disturb or alter such Property. Furthermore, Purchaser agrees to maintain and/or cause any of its representatives or agents conducting on the Property any surveys, tests, investigations, analysis or assessments pursuant to this Section 8.1 to maintain and have in writing within such five effect workers' compensation insurance required by law, with statutory limits of coverage, and commercial general liability insurance with (5i) Business Day periodall risk coverage (ii) waiver of subrogation, then and (iii) limits of not less than Two Million Dollars ($2,000,000) for personal injury, including bodily injury and death, and property damage. The terms of this Section 8.1 related to Purchaser’s obligations to indemnify Seller for any loss or damage, to restore the Vendor’s Solicitors shall pay Property and to assign the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity third party reports shall survive the termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2Agreement. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. (a) Subject to the Purchaser complying with each of its obligations herein and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants under the Leases, from and after the execution of this Agreement until Execution Date to and including the Closing or earlier termination of this AgreementDue Diligence Date, the Purchaser and its agents, advisors, consultants, consultants and employees have had and lenders shall continue to have access to the Property during the Vendor’s 's normal business hours upon reasonable notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) Vendor, at the Purchaser’s 's sole risk and expense, for the purpose of inspecting the Property includingProperty, including without limitation, limitation performing physical and structural inspections, soil tests and environmental audits provided that such audits. Such inspections, tests and audits are shall be conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere a manner that minimizes interference with the normal operation use of the Property and do does not contravene any Leases or unreasonably interfere with any of the Tenants. The Purchaser and its agents, advisors, consultants, consultants and employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspectionstheir employees. The Vendor shall have the right to accompany the Purchaser and its agents, advisors, consultants, consultants and employees and lenders on any inspections and shall have the right right, acting reasonably, to approve approve, or to refuse approval for, invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) one complete Business Days’ Day’s prior written notice and complies with the foregoing requirements.; (ba) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, consultants or employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, or if the Purchaser does not agree in writing with the Claim or does not respond in writing within such five (5) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this This indemnity shall survive termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.

Access to Property. (a) Subject to the Purchaser complying with each of its obligations herein and to Gaming Authorities and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the of: (i) Tenants under the Leases; (ii) Transient Guests and guests of the Hotel pursuant to Block Reservations; (iii) the Employees; and (iv) the Franchisor pursuant to the Franchise Agreement, from and after the execution of this Agreement Effective Date until the Closing or earlier termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders Representatives shall have access to the Property during the Vendor’s normal business hours from time to time at reasonable times and upon reasonable at least 48 hours’ prior written notice to the Vendor (which notice shall not be less than two (2) Business Days’ prior written notice) Vendor, at the Purchaser’s sole risk and expense, for the purpose of inspecting conducting: (i) any visual inspections of the Property includingthat the Purchaser considers to be necessary or desirable; (ii) a review of any records in the possession or control of the Vendor and its Affiliates relating to the Hotel Assets and the Hotel Business that the Purchaser considers necessary or desirable; and (iii) any tests on, without limitationin, performing under or relating to the Property, including physical and structural inspections, tests (including geotechnical soil tests and roof core samples) and environmental audits audits, including Phase I and/or Phase II environmental site assessments of soil and groundwater conditions, or other tests, measurements or surveys, provided that any of the foregoing tests to be undertaken by or on behalf of the Purchaser shall have been pre-approved by the Vendor, acting reasonably (including conditions in respect of advance notice being provided to the Vendor prior to each entry and, to the extent the Purchaser wishes to conduct such inspectionstests prior to the delivery of the Initial Deposit, tests security to be provided to the Vendor in respect of such tests) on terms and audits are conditions acceptable to the Vendor, acting reasonably (including the amount of the security to be provided to the Vendor in respect of such tests, if applicable), and if and to the extent so approved shall be conducted in accordance a manner which minimizes interference with Applicable Law the Hotel Business and does not contravene any limitations existing Leases or requirements imposed by Gaming Authorities Hotel Contracts or the Vendor’s reasonable security requirements, and shall not unreasonably interfere with any Tenants, Transient Guests, guests of the normal operation Hotel pursuant to Block Reservations or Employees (such testing, after it has been approved by the Vendor pursuant to this Section 2.5(a), shall be referred to herein as “Site Tests”). As a condition to the Vendor considering whether to approve any tests on, in, under or relating to the Property to be undertaken by or on behalf of the Purchaser, including those referred to in Section 2.5(a)(iii), the Purchaser shall deliver to the Vendor a detailed outline or scope of work of the testing that is so contemplated. (b) Any inspections contemplated in Sections 2.5(a)(i) or 2.5(a)(ii) or Site Tests shall, in each case, be conducted in a manner that minimizes interference with the use of the Property and do does not contravene any Leases or Hotel Contracts or unreasonably interfere with any Tenants, Transient Guests, guests of the TenantsHotel pursuant to Block Reservations, Employees or the Franchisor. The Purchaser date and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees time of all inspections of the Property or Site Tests shall be coordinated by the Purchaser with the Vendor or of Tenants at least two complete Business Days in the course advance of such inspectionsinspections or tests. The Vendor (or Representatives thereof) shall have the right to accompany the Purchaser and its agents, advisors, consultants, employees and lenders Representatives on any inspections and shall have or Site Tests contemplated under this Section 2.5; provided that the right to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, prior to such inspections, tests and audits being undertaken, such approval Vendor does not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless delay the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirementsor its Representatives in undertaking same. (bc) The Purchaser shall restore the Property to its pre-Site Test (if any Site Tests are conducted) condition and repair any damage caused by inspections, tests and audits inspections or Site Tests performed by or on behalf of the Purchaser or its agents, advisors, consultants, employees or lenders Representatives and fully indemnify the Vendor and its Affiliates from all costs of repairing any damage or any loss caused by such inspections, tests inspections or audits Site Tests and all Claims (including Claims made by a third party) relating to any such inspections, tests and audits physical damage arising from such inspections or Site Tests and from all Claims (including Claims made by a third party) incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property its Affiliates as a result thereof. For greater certaintyIf: (i) there are any Claims (including Claims made by a third party) or physical damage for which the Purchaser is responsible to indemnify the Vendor and its Affiliates pursuant to this Section 2.5(c); (ii) the Transaction is not completed for any reason; and (iii) the Purchaser has not paid to the Vendor and its Affiliates by the date of termination of this Agreement an amount (the “Section 2.5(c) Claimed Amount”) equal to the value of such Claims or physical damage for which the Purchaser is responsible to indemnify the Vendor (or its applicable Affiliates) pursuant to this Section 2.5(c) (provided such damages are liquid), then the Vendor (and its applicable Affiliates) shall have recourse to the Deposit and/or to any security provided by the Purchaser pursuant to Section 2.5(a)(iii), if applicable, for the Section 2.5(c) Claimed Amount (and the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity irrevocably authorizes and shall be held by directs the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time to pay to the Vendor (or as it may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5direct) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount of the agreed upon Claim Deposit and/or any security provided by the Purchaser pursuant to Section 2.5(a)(iii), if applicable, equal to the Section 2.5(c) Claimed Amount). Notwithstanding the foregoing, the Vendor from shall not have recourse to the Deposit and remit or to any security provided by the balance (Purchaser pursuant to Section 2.5(a)(iii), if anyapplicable, for the Section 2.5(c) to the Purchaser, or Claimed Amount if the Purchaser does not agree disputes, in writing good faith, any liability for physical damage arising from its inspections of the Property or Site Tests or any Claim related thereto until the dispute with respect to such liability or Claim is resolved in accordance with the Claim or does not respond procedure outlined in writing within such five (5Section 7.5 of this Agreement. This Section 2.5(c) Business Day period, then the Vendor’s Solicitors shall pay the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity shall survive the termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) During the period from the Effective Date to the Closing Date, the Purchaser will ensure that all consultants retained by the Purchaser to perform any inspections and Site Tests referred to in Section 2.5(a) are maintaining industry standard commercial general liability insurance with a minimum limit of $5,000,000 per occurrence insuring against claims on account of loss of life, bodily injury or property damage that may arise from, or be occasioned by any such acts of, or any investigations or Site Tests by or on behalf of, the consultants. (e) The Vendor hereby expressly authorizes the Purchaser and its agentsRepresentatives shall not be entitled to have any communications with any Tenants or any of the Employees or any employees of a Tenant without the prior written consent of the Vendor, consultants in its sole and advisors to correspond with absolute discretion. If the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the PropertyVendor’s compliance with laws, bylaws, regulations and assessments; provided thatconsent is granted, the Purchaser shall not correspond Vendor will be entitled to have a Representative present at any meeting with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three foregoing. (3f) Within Five (5) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoingEffective Date, the Purchaser acknowledges Vendor shall produce for inspection and agrees that the Vendor will deliver provide copies to the Purchaser of (collectively, the “Hotel Assets Documents”), in each case to the extent in the Data Room those responses from Governmental Authorities received possession or control of the Vendor: (i) all agreements and other documents referred to in Schedule G and Schedule H; (ii) the following reports: (A) Designated Substance Report (DSR) dated November, 2021 prepared by Kanellos Consulting; (B) Designated Substance Report (DSR) dated May, 2023 prepared by Kanellos Consulting; (C) Building Condition Assessment (MEP) dated October 7, 2022 prepared by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; and (D) Building Condition Assessment (Structural) dated October 21, 2022 prepared by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (iii) the Vendor in 2017Collective Agreement; (iv) a summary of each Employee’s: (i) identification number; (ii) location of employment; (iii) length of service; (iv) position or title; (v) overtime exempt/non-exempt status; (vi) total compensation, including basic wage or salary rate, and listed any incentive compensation entitlements; (vii) participation in Schedule “H” hereto any benefit plans; (viii) active/inactive status (including the reason for any leave of absence, the date such leave commenced, and any updates thereto received by Vendor or Vendor’s Solicitors.the expected return to work date); (ix) accrued but unused paid time off entitlements; and

Access to Property. Purchaser, upon one (a1) Subject business days’ notice to Seller, and Seller’s reasonable approval of the Purchaser complying with each scope of its obligations herein and to Gaming Authorities any tests or studies conducted at the Property and subject to any limitations imposed by the Vendor’s reasonable security requirements, and observing the rights of the Tenants tenants under the Tenant Leases, from and after the execution of this Agreement until the Closing or earlier termination of this Agreement, the Purchaser and its agents, advisors, consultants, employees and lenders shall have reasonable access to the Property during the Vendor’s normal business hours upon reasonable notice at all times subsequent to the Vendor Execution Date, with full right to (which notice i) inspect the Property; and (ii) to conduct all non-invasive tests thereon, including, but not limited to, surveys, a phase I environmental site assessment and property condition inspection, with respect thereto as Purchaser, its counsel, licensed engineers, surveyors or other representatives may deem necessary or desirable. Any entry on or to the Property by provisions hereof shall be at the risk of Purchaser, who hereby agrees not to cause damage to the Property and indemnifies Seller from any damage caused thereby; provided, however, and notwithstanding the foregoing, that Purchaser shall not be liable for the mere discovery of any pre-existing condition of the Property. In no event shall Purchaser have the right to conduct any invasive testing on the Property, without the prior written consent of Seller which may be withheld in Seller’s sole discretion. In the event Purchaser wishes to conduct tenant interviews, Purchaser shall provide Seller with written notice not less than two forty-eight (248) Business Days’ hours prior written notice) at to the Purchaser’s sole risk and expense, proposed time for the purpose of inspecting the Property including, without limitation, performing physical and structural inspections, soil tests and environmental audits provided that such inspections, tests and audits are conducted in accordance with Applicable Law and any limitations or requirements imposed by Gaming Authorities or the Vendor’s reasonable security requirements, and shall not unreasonably interfere with the normal operation of the Property and do not unreasonably interfere with any of the Tenantstenant interview. The Purchaser and its agents, advisors, consultants, employees and lenders shall not have any communications with Tenants or any on-site employees of the Vendor or of Tenants in the course of such inspections. The Vendor Seller shall have the right to accompany have a representative present during any such tenant interview. In the event Purchaser and its agents, advisors, consultants, employees and lenders on any inspections and shall have the right elects to approve invasive or intrusive inspections, tests and audits, if any are proposed by the Purchaser, terminate this Agreement prior to such inspections, tests and audits being undertaken, such approval not to be unreasonably withheld or delayed. No such inspections, tests or audits shall occur unless the Purchaser has given the Vendor at least two (2) Business Days’ prior written notice and complies with the foregoing requirements. (b) The Purchaser shall repair any damage caused by inspections, tests and audits performed by the Purchaser or its agents, advisors, consultants, employees or lenders and fully indemnify the Vendor from all costs of repairing any damage or any loss caused by such inspections, tests or audits and all Claims relating to any such inspections, tests and audits and from all Claims incurred by the Vendor as a result thereof including, without limitation, any construction liens (or certificates of pending litigation) registered against the Property as a result thereof. For greater certainty, the Purchaser hereby agrees that the Deposit shall stand as security for such indemnity and shall be held by the Vendor’s Solicitors for a period of ten (10) Business Days after termination of this Agreement (if applicable), but not the Closing, during which time the Vendor may submit Notice of any Claims or potential Claims to the Purchaser and the Vendor’s Solicitors and if the Purchaser agrees in writing within a further five (5) Business Days with the Claim then the Vendor’s Solicitors shall forthwith pay the amount expiration of the agreed upon Claim to the Vendor from the Deposit and remit the balance (if any) to the Purchaser, Inspection Period or if the Purchaser does fails to close for any reason (other than Seller’s default), if requested by Seller, Purchaser shall assign and deliver to Seller all third party reports obtained by Purchaser in connection with its review and inspection of the Property. Purchaser agrees that its access to the Property shall be afforded in such a manner as not agree in writing to interfere with the Claim businesses or does operations of Seller, any tenant under the Tenant Leases, or any of their respective customers, suppliers or distributors. Purchaser shall indemnify Seller for any loss or damage, including court costs and reasonable attorneys' fees, incurred by Seller due to Purchaser's inspection of the Property hereunder; provided, however, and notwithstanding the foregoing, that Purchaser shall not respond be liable for the mere discovery of any pre-existing condition of the Property. Purchaser shall promptly restore the Property to its condition existing prior to the commencement of such activities which disturb or alter such Property. Furthermore, Purchaser agrees to maintain and/or cause any of its representatives or agents conducting on the Property any surveys, tests, investigations, analysis or assessments pursuant to this Section 8.1 to maintain and have in writing within such five effect workers' compensation insurance required by law, with statutory limits of coverage, and commercial general liability insurance with (5i) Business Day periodall risk coverage (ii) waiver of subrogation, then and (iii) limits of not less than Two Million Dollars ($2,000,000) for personal injury, including bodily injury and death, and property damage. Such insurance shall name the VendorSeller and its property manager (RCG Ventures I, LLC) as an additional insureds. The terms of this Section 8.1 related to Purchaser’s Solicitors shall pay obligation to assign the Deposit into court and thereupon shall be relieved of all responsibilities and liabilities with respect thereto. Provided the transaction herein is not completed, this indemnity third party reports shall survive the termination of this Agreement regardless of the cause of such termination. Notwithstanding anything to the contrary, if the Transaction is completed, the Deposit shall be credited against the Purchase Price due on the Closing pursuant to and in accordance with Section 3.2Agreement. (c) From and after the execution of this Agreement, the Vendor shall permit the Purchaser, at the Purchaser’s sole expense, to have reasonable access to and use reasonable commercial efforts to cause the Vendor’s third party architects, engineers, property, construction or leasing managers, consultants and contractors to be available to meet with the Purchaser and its agents, advisors, consultants, employees and lenders for the purpose of conducting information interviews relating to the management, operation, maintenance, condition, state of repair, construction or leasing of the Property, provided that the Vendor and its representatives shall be entitled to be present at and participate in such discussions. Save only as set out in Section 6.6, all updates of reports (and any related reliance letters) shall be obtained by the Purchaser or the Purchaser’s Solicitors at the expense of the Purchaser. (d) The Vendor hereby expressly authorizes the Purchaser and its agents, consultants and advisors to correspond with the appropriate Governmental Authority for the purpose of obtaining information which such Governmental Authorities have on record regarding the Property, including but not limited to information regarding the Property’s compliance with laws, bylaws, regulations and assessments; provided that, the Purchaser shall not correspond with any Gaming Authority with respect to the Vendor (other than for the sole purpose of satisfying the conditions in Section 4.1(a), 4.1(b) and 4.1(c) and Section 4.2(b), 4.2(c) and 4.2(d) or correspond with the Canada Revenue Agency regarding the income tax payment status of the Vendor or its affiliates; the Vendor shall promptly, within three (3) Business Days of the Purchaser’s request, execute and deliver any authorizations reasonably required by the Purchaser in the Purchaser’s form to authorize the appropriate Governmental Authority to release such information to the Purchaser, save for the release of information specifically excluded in this Agreement. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor will deliver to the Purchaser in the Data Room those responses from Governmental Authorities received by the Vendor in 2017, and listed in Schedule “H” hereto and any updates thereto received by Vendor or Vendor’s Solicitors.