Common use of Access to the Property Clause in Contracts

Access to the Property. (a) Provided Buyer has delivered evidence of Buyer’s Liability Insurance (as hereinafter defined) to Sellers and Sellers have approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers will allow Buyer and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants under their Leases), to enter upon the Properties (i) for the purpose of performing surveys, physical inspections, engineering studies and environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, without Seller’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not be permitted to conduct any Investigations which involve invasive or destructive testing of the Properties (or any portion thereof and including, without limitation, any boring of the Properties in connection with an environmental audit or otherwise) or any alteration of the Properties (or any portion thereof). In the event Sellers do provide their consent to any such invasive testing or alteration, Buyer shall promptly restore the applicable Property to its condition immediately prior to such test or alteration. Buyer shall provide Sellers with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company (the “Manager”) as additional insureds in their respective insurance policies, which insurance policies must be approved by Sellers in their reasonable discretion and maintained through the Closing Date. Buyer shall (x) fully comply with all laws, rules and regulations applicable to Properties and/or the Investigations and all other activities undertaken in connection therewith, (y) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (z) permit Sellers to have a representative present during all Investigations undertaken hereunder. With at least two (2) Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby agrees to indemnify, defend and hold harmless Sellers, Manager and each other Released Party (as hereafter defined) from and against any and all loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Sellers, Manager or any other Released Party and arising out of or in connection with (I) Buyer and/or Buyer’s representatives entry upon the Properties, (II) any Investigations and other activities conducted on the Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions), and (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or Buyer’s representatives. Buyer shall procure, prior to entry upon the Properties, and maintain for at least one (1) year after the Effective Date commercial general liability insurance covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the extent of Buyer’s indemnity contained in this Section 3.7. Sellers and Manager shall be named as additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity set forth in this Section 3.7 shall survive the Closing and/or the termination of this Agreement until the Survival Date set forth in Section 24.9(a) hereof.

Access to the Property. Seller will continue to allow Buyer and Buyer’s Representatives access to the Property upon reasonable prior notice and at reasonable times, provided (a) Provided such access does not interfere with the construction of the Shell Building Improvements or operation of the Property; (b) Buyer has delivered evidence shall provide Seller not less than twenty-four (24) hours advance notice to Seller of any Buyer’s Representatives intent to visit the Property and any Buyer’s Representative shall coordinate with Seller prior to and during each visit to the Property by any Buyer’s Representatives such that representatives of Seller may accompany Buyer’s Representatives during each such visit; and (c) Buyer’s Representatives shall not be permitted to perform any invasive testing or other physical evaluation of the Property. Prior to such time as any of Buyer’s Liability Insurance (as hereinafter defined) to Sellers and Sellers have approved Representatives enter the same (which approval Property, Buyer shall not be unreasonably withheld, conditioned or delayed), Sellers will allow Buyer and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants under their Leases), to enter upon the Properties (i) obtain a policy of general liability insurance which insures Buyer’s Representatives with liability insurance limits of not less than $1,000,000 combined single limit for personal injury and property damage and names Seller as additional insured, and (ii) provide Seller with a certificate of insurance evidencing that Buyer has obtained the purpose aforementioned policy of performing surveys, physical inspections, engineering studies and environmental assessments which Buyer may reasonably desire (“Investigations”)insurance. Buyer Buyer’s Representatives shall be solely responsible for all of not contact any governmental official or representative regarding the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, Property without Seller’s prior approvalwritten consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, Buyer shall not be permitted to conduct any Investigations which involve invasive or destructive testing of the Properties (or any portion thereof and includingand, without limitation, any boring of the Properties in connection with an environmental audit or otherwise) or any alteration of the Properties (or any portion thereof). In the event Sellers do provide their if Seller’s consent to any such invasive testing or alterationgovernmental contact is obtained by Buyer, Buyer Seller shall promptly restore the applicable Property be entitled to its condition immediately prior to such test or alteration. Buyer shall provide Sellers with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company (the “Manager”) as additional insureds in their respective insurance policies, which insurance policies must be approved by Sellers in their reasonable discretion and maintained through the Closing Date. Buyer shall (x) fully comply with all laws, rules and regulations applicable to Properties and/or the Investigations and all other activities undertaken in connection therewith, (y) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (z) permit Sellers to have a representative present during all Investigations undertaken hereunder. With receive at least two (2) Business Days days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, (which may be oral) of the intended contact and Sellers shall have the right to have a representative accompany Buyer on present when any Buyer’s Representatives has any such interviews. Buyer may not, however, request contact with any governmental investigations official or inspections of the Propertiesrepresentative; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm that following the zoning date which is twenty (20) days after the issuance of the Properties. building permit, the foregoing restriction shall pertain only to matters related to the Shell Building Improvements, the Fit Out Improvements and the construction thereof, and shall not pertain to matters related to Buyer’s use of the Property or the operations of Buyer hereby agrees proposed to indemnify, defend and hold harmless Sellers, Manager and each other Released Party (as hereafter defined) from and against any and all loss, cost, expense, damage, claim and liability be located therein (including, without limitation, reasonable attorneys’ fees and disbursementsmatters such as economic incentives or tax relief that might be available to Buyer), suffered or incurred by Sellers, Manager or any other Released Party and arising out of or in connection with (I) Buyer and/or Buyer’s representatives entry upon the Properties, (II) any Investigations and other activities conducted on the Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions), and (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or Buyer’s representatives. Buyer shall procure, prior to entry upon the Properties, and maintain for at least one (1) year after the Effective Date commercial general liability insurance covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the extent of Buyer’s indemnity contained in this Section 3.7. Sellers and Manager shall be named as additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity set forth in this Section 3.7 shall survive the Closing and/or the termination of this Agreement until the Survival Date set forth in Section 24.9(a) hereof.

Access to the Property. Subject to rights of the tenants under Space Leases, from the Effective Date until the Closing (a) Provided Buyer has delivered evidence or earlier termination of Buyer’s Liability Insurance (as hereinafter defined) to Sellers and Sellers have approved the same (which approval shall not be unreasonably withheld, conditioned or delayedthis Agreement), Sellers will allow Buyer and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants under their Leases), to enter upon the Properties (i) for the purpose of performing surveys, physical inspections, engineering studies and environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, without Seller’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not be permitted to conduct any Investigations which involve invasive or destructive testing of the Properties (or any portion thereof and including, without limitation, any boring of the Properties in connection with an environmental audit or otherwise) or any alteration of the Properties (or any portion thereof). In the event Sellers do provide their consent to any such invasive testing or alteration, Buyer shall promptly restore the applicable Property to its condition immediately prior to such test or alteration. Buyer shall provide Sellers with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company (the “Manager”) as additional insureds in their respective insurance policies, which insurance policies must be approved by Sellers in their reasonable discretion and maintained through the Closing Date. Buyer shall (x) fully comply with all laws, rules and regulations applicable to Properties and/or the Investigations and all other activities undertaken in connection therewith, (y) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees)Purchaser, and (z) permit Sellers to have a representative present during all Investigations undertaken hereunder. With at least two (2) Business Days prior written notice from Buyerany employee, Sellers shall arrange for Buyer to conduct tenant interviewsagent, provided such Tenants are agreeable to such interviewprincipal or contractor of Purchaser, and Sellers shall have the right to enter upon the Property upon reasonable advance notice during ordinary business hours to conduct reasonable non-invasive inspections, studies, surveys, analyses and tests of the Property. Seller may have a representative accompany Buyer present at any time that Purchaser or its representative is on the Property. Purchaser shall promptly notify Seller of, and shall promptly restore, any damage to the Property caused by Purchaser or Purchaser’s employees, agents, principals or contractors during any such interviews. Buyer entry upon the Property and shall satisfy any and all mechanic’s liens which may not, however, request be filed against the Property as a result of any governmental investigations such entry onto or inspections inspection of the Properties; providedProperty. Purchaser shall promptly notify Seller of, however, nothing contained herein and shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby agrees to indemnify, defend and hold Seller (and its respective principals, officers, directors, employees, agents, contractors, tenants and subtenants) harmless Sellers, Manager and each other Released Party (as hereafter defined) from and against against, any and all lossclaims, costliabilities, expensedamages, damagelosses, claim and liability costs or expenses (including, without limitation, reasonable including attorneys’ fees and disbursements), suffered or incurred by Sellers, Manager or any expenses) (other Released Party and than those arising out of Seller’s or in connection with (Iits agents’ gross negligence or intentional misconduct) Buyer and/or Buyer’s representatives entry upon the Properties, (II) any Investigations and other activities conducted on the Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely arising as a result of Buyer’s mere discovery any entry by Purchaser or any employee, agent, principal or contractor of a condition Purchaser upon the Property or any inspections or other activities conducted by any of the foregoing on the Property, including, but not limited to, environmental conditions), and (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or Buyer’s representatives. Buyer shall procure, prior to entry upon the Properties, and maintain for at least one (1) year after the Effective Date commercial general liability insurance covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the extent of Buyer’s indemnity contained in this Section 3.7. Sellers and Manager shall be named as additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity set forth in this Section 3.7 regarding indemnification shall survive the Closing and/or the termination of this Agreement or the Closing, whichever is applicable. In addition to the foregoing contractual obligations, Purchaser shall, and shall cause its outside consultant(s) who are performing the physical inspections of the Property for Purchaser to, obtain and provide to Seller, prior to Purchaser or any employee, agent, principal or contractor of Purchaser entering upon the Property after the Effective Date, evidence of comprehensive general liability insurance coverage in an amount not less than $5,000,000 covering Purchaser’s obligation under its indemnity obligation and naming Seller as additional named insureds, which policy(ies) shall be kept in force and effect until the Survival Date Closing Date. Purchaser shall not perform any inspections, studies, surveys, analyses or tests of the Property without the prior written consent of Seller. Except as otherwise expressly set forth in Section 24.9(a) hereofthis Agreement, Purchaser shall not be entitled to terminate this Agreement or receive any reduction of the Purchase Price based upon matters disclosed by any inspection of the Property.

Access to the Property. Commencing on the Effective Date hereof and continuing until the expiration of the Due Diligence Period, Seller shall allow Buyer and Buyer’s Representatives access to the Property at reasonable times in order to conduct such environmental, soil, engineering or any other studies thereon as Buyer, in its reasonable discretion, shall deem advisable; provided, however: (a) Provided such access shall not interfere with the operation of the Property or Seller’s adjacent properties and shall be subject to the terms of the Leases; (b) Buyer has delivered evidence of shall provide at least twenty-four (24) hours’ notice prior to each visit to the Property by any Buyer’s Liability Insurance Representatives, and representatives of Seller shall have the right to accompany Buyer’s Representatives during each such visit; (as hereinafter definedc) to Sellers and Sellers have approved the same (any invasive testing shall require Seller’s prior written consent, which approval consent shall not be unreasonably withheld, conditioned or delayed), Sellers will allow Buyer ; and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to d) after the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants under their Leases), to enter upon the Properties (i) for the purpose of performing surveys, physical inspections, engineering studies and environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall be solely responsible for all expiration of the costs and expenses Due Diligence Period Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, Property without the prior written consent of Seller’s prior approval, which shall not be unreasonably withheldconditioned, conditioned withheld or delayed, denied. Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. Buyer shall immediately return the Property to the condition existing prior to any tests and inspections. Buyer shall use its best efforts to minimize damage to the Property and shall cause the Property to be restored to substantially the condition existing immediately prior to entry thereon by Buyer and the Buyer’s Representatives (which obligation shall survive the termination of this Agreement and shall not be permitted subject to conduct any Investigations which involve invasive or destructive testing limitation of remedies set forth in this Agreement. Seller acknowledges that Buyer, at its sole expense, will be conducting an audit of property-level financials as specified by Rule 3-14 of Regulation S-X of the Properties (or any portion thereof and includingSecurities Act of 1933, without limitation, any boring of the Properties in connection with an environmental audit or otherwise) or any alteration of the Properties (or any portion thereof). In the event Sellers do provide their consent to any such invasive testing or alteration, Buyer shall promptly restore the applicable Property to its condition immediately prior to such test or alteration. Buyer shall provide Sellers with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company (the “Manager”) as additional insureds in their respective insurance policies, which insurance policies must be approved by Sellers in their reasonable discretion and maintained through the Closing Date. Buyer shall (x) fully comply with all laws, rules and regulations applicable to Properties and/or the Investigations and all other activities undertaken in connection therewith, (y) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees)amended, and (z) permit Sellers to have a representative present during all Investigations undertaken hereunder. With at least two (2) Business Days prior written notice from Buyerthe Securities Exchange Act of 1934, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interviewas amended, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby Seller agrees to indemnify, defend reasonably cooperate and hold harmless Sellers, Manager and each other Released Party (as hereafter defined) from and against assist Buyer in obtaining any and all loss, cost, expense, damage, claim such data and liability financial information that shall be reasonably available to Seller (including, without limitation, reasonable attorneys’ fees data and disbursements), suffered or incurred by Sellers, Manager or any other Released Party and arising out of or in connection with (I) Buyer and/or Buyerinformation obtainable from Seller’s representatives entry upon the Properties, (II) any Investigations and other activities conducted on the Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditionsproperty manager), and (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or permit Buyer’s representatives. Buyer shall procure, prior auditors reasonable access to entry upon the Properties, and maintain for at least one (1) year after the Effective Date commercial general liability insurance covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the extent of Buyer’s indemnity contained in this Section 3.7. Sellers and Manager shall be named as additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity set forth in this Section 3.7 shall survive the Closing and/or the termination of this Agreement until the Survival Date set forth in Section 24.9(a) hereofinformation.

Access to the Property. (a) 6.3.1 Provided Buyer Purchaser has delivered evidence of BuyerPurchaser’s Liability Insurance (as hereinafter defined) to Sellers Seller and Sellers have Seller has approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers Seller will allow Buyer Purchaser and its employees, agents, prospective lenders, attorneys, contractors contractors, and representatives (collectively, “Buyer Purchaser’s Representatives”), prior to the Closing Due Diligence Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants Subtenant under their Leases)the Subleases) and without material interruption of Seller’s management of the Property or interference with Subtenant, residents, occupants or employees at the Property, to enter upon the Properties Property (i) for the purpose of performing surveysupdating Surveys, physical inspections, engineering studies and studies, Phase I environmental assessments and any other non-invasive tests, structural examinations or studies which Buyer Purchaser may reasonably desire deem necessary, and (ii) to inspect the Property and, to the extent permitted by law, all books, records and accounts relating to the operation thereof (collectively, clauses (i) and (ii), the “Investigations”). Buyer Purchaser shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, without Seller’s prior approval, written consent (which consent may be granted or withheld in Seller’s sole and absolute discretion) shall not be unreasonably withheld, conditioned or delayed, Buyer shall not be permitted to conduct required for any Investigations which involve invasive or destructive testing of the Properties Property (or any portion thereof and including, without limitation, any Phase II environmental assessments or boring of the Properties Property in connection with an environmental audit or otherwise) or any alteration of the Properties Property (or any portion thereof). In the event Sellers do Seller does provide their its consent to any such invasive testing or alteration, Buyer Purchaser shall promptly restore the applicable Property to its condition immediately prior to to, as applicable, such test or alteration. Buyer shall provide Sellers with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company (the “Manager”) as additional insureds in their respective insurance policies, which insurance policies must be approved by Sellers in their reasonable discretion and maintained through the Closing Date. Buyer Purchaser shall (xi) fully comply with all laws, rules and regulations applicable to Properties Property and/or the Investigations and all other activities undertaken in connection therewith, (yii) not interfere with the use, occupancy, management, maintenance or operation of the Properties Property (or any portion thereof) by SellersSeller or Subtenant under that certain (i) Commercial Lease Agreement, Managerdated as of October 1, 2021, between Subtenant and Seller, and (ii) Commercial Lease Agreement, dated as of October 1, 2021, between Subtenant and Seller (collectively, the Tenants under the Leases or other occupants of the Properties “Subleases”) (or any of their respective agents, representatives, residents, occupants, guests, invitees, contractors, or employees), and (ziii) schedule all such Investigations at Seller’s convenience and shall permit Sellers Seller to have a representative present during all Investigations undertaken hereunder. With at least two (2) Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer Purchaser hereby agrees to indemnify, defend and hold harmless Sellers, Manager Seller and each other Released Party (as hereafter defined) from and against any and all loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Sellers, Manager or any other Released Party and arising out of or in connection with (I) Buyer and/or Buyer’s representatives entry upon the Properties, (II) any Investigations and other activities conducted on the Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions), and (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or Buyer’s representatives. Buyer shall procure, prior to entry upon the Properties, and maintain for at least one (1) year after the Effective Date commercial general liability insurance covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the extent of Buyer’s indemnity contained in this Section 3.7. Sellers and Manager shall be named as additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity set forth in this Section 3.7 shall survive the Closing and/or the termination of this Agreement until the Survival Date set forth in Section 24.9(a) hereof.term is

Access to the Property. (a) Provided Buyer has delivered evidence of Buyer’s Liability Insurance (as hereinafter defined) to Sellers and Sellers have approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers 6.3.1 Seller will allow Buyer Purchaser and its employees, agents, prospective lenders, attorneys, contractors contractors, and representatives (collectively, “Buyer Purchaser’s Representatives”), prior to the Closing Due Diligence Date at reasonable times during normal business hours upon two twenty-four (224) Business Dayshours’ prior notice (but subject to the rights of Tenants Subtenants under their applicable Dealer Leases)) and without material interruption of Seller’s management of the Property or interference with Subtenants, residents, occupants or employees at the Property, to enter upon the Properties Property (i) for the purpose of performing surveysupdating Surveys, physical inspections, engineering studies and studies, Phase I environmental assessments and any other non-invasive tests, structural examinations or studies which Buyer Purchaser may reasonably desire deem necessary and (ii) to inspect the Property and, to the extent permitted by law, all books, records and accounts relating to the operation thereof (collectively, clauses (i) and (ii), the “Investigations”). Buyer Purchaser shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, without Seller’s prior approval, written consent (which consent may be granted or withheld in Seller’s sole and absolute discretion) shall not be unreasonably withheld, conditioned or delayed, Buyer shall not be permitted to conduct required for any Investigations which involve invasive or destructive testing of the Properties Property (or any portion thereof and including, without limitation, any Phase II environmental assessments or boring of the Properties Property in connection with an environmental audit or otherwise) or any alteration of the Properties Property (or any portion thereof). In the event Sellers do Seller does provide their its consent to any such invasive testing or alteration, Buyer Purchaser shall promptly restore the applicable Property to its condition immediately prior to to, as applicable, such test or alteration. Buyer Purchaser shall provide Sellers Seller with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company (the “Manager”) Seller as an additional insureds in insured to their respective insurance policies, which insurance policies must be approved by Sellers Seller in their its reasonable discretion and maintained through the Closing Date. Buyer Purchaser shall (xi) fully comply with all laws, rules and regulations applicable to Properties Property and/or the Investigations and all other activities undertaken in connection therewith, (yii) not interfere with the use, occupancy, management, maintenance or operation of the Properties Property (or any portion thereof) by Sellers, Manager, Seller or the Tenants Subtenants under the Dealer Leases or other occupants of the Properties (or any of their respective agents, representatives, residents, occupants, guests, invitees, contractors, or employees), and (ziii) schedule all such Investigations at Seller’s convenience and shall permit Sellers Seller to have a representative present during all Investigations undertaken hereunder. With at least two (2) Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer Purchaser hereby agrees to indemnify, defend and hold harmless Sellers, Manager Seller and each other Released Party (as hereafter definedsuch term is defined in Section 11.2) from and against any and all loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Sellers, Manager Seller or any other Released Party and arising out of or in connection with (Ii) Buyer Purchaser and/or BuyerPurchaser’s representatives Representatives entry upon the PropertiesProperty, (IIii) any Investigations and other activities conducted on with respect to the Properties Property by Buyer Purchaser or BuyerPurchaser’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions)Representatives, and (IIIiii) any liens or encumbrances filed or recorded against any the Property as a consequence of any and all Investigations and other activities undertaken by Buyer Purchaser or BuyerPurchaser’s representatives. Buyer shall procure, prior to entry upon the Properties, and maintain for at least one (1) year after the Effective Date commercial general liability insurance covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the extent of Buyer’s indemnity contained in this Section 3.7. Sellers and Manager shall be named as additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverageRepresentatives. The provisions of this Section 3.7 6.3.1 shall not in any way be deemed to amend the provisions of Article XII11. The indemnity set forth in this Section 3.7 6.3.1 shall survive the Closing and/or the termination of this Agreement until the Survival Date (as such term is defined in Section 26.1) set forth in Section 24.9(a) hereof26.1.

Access to the Property. Commencing on the Effective Date hereof and continuing until the expiration of the Due Diligence Period, Seller shall allow Buyer and Buyer’s Representatives access to the Property at reasonable times in order to conduct such environmental, soil, engineering or any other studies thereon as Buyer, in its reasonable discretion, shall deem advisable; provided, however: (a) Provided such access shall not interfere with the operation of the Property or Seller’s adjacent properties and shall be subject to the terms of the Leases; (b) Buyer has delivered evidence of shall provide at least twenty-four (24) hours notice prior to each visit to the Property by any Buyer’s Liability Insurance Representatives, and representatives of Seller shall have the right to accompany Buyer’s Representatives during each such visit; (as hereinafter definedc) to Sellers and Sellers have approved the same (any invasive testing shall require Seller’s prior written consent, which approval consent shall not be unreasonably withheld, conditioned or delayed), Sellers will allow Buyer ; and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to d) after the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants under their Leases), to enter upon the Properties (i) for the purpose of performing surveys, physical inspections, engineering studies and environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall be solely responsible for all expiration of the costs and expenses Due Diligence Period Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, Property without the prior written consent of Seller’s prior approval, which shall not be unreasonably withheldconditioned, conditioned withheld or delayed, Buyer shall not be permitted to conduct any Investigations which involve invasive or destructive testing of the Properties (or any portion thereof and including, without limitation, any boring of the Properties in connection with an environmental audit or otherwise) or any alteration of the Properties (or any portion thereof). In the event Sellers do provide their consent to any such invasive testing or alteration, Buyer shall promptly restore the applicable Property to its condition immediately prior to such test or alterationdenied. Buyer shall provide Sellers with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company (the “Manager”) as additional insureds in their respective insurance policies, which insurance policies must be approved by Sellers in their reasonable discretion and maintained through the Closing Datedeliver promptly to Seller copies of all Buyer’s Reports. Buyer shall (x) fully comply with all laws, rules immediately return the Property to the condition existing prior to any tests and regulations applicable inspections. Prior to Properties and/or any entry onto the Investigations and all other activities undertaken in connection therewith, (y) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (z) permit Sellers to have a representative present during all Investigations undertaken hereunder. With at least two (2) Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby agrees to indemnify, defend and hold harmless Sellers, Manager and each other Released Party (as hereafter defined) from and against any and all loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Sellers, Manager or any other Released Party and arising out of or in connection with (I) Buyer and/or Buyer’s representatives entry upon the Properties, (II) any Investigations and other activities conducted on the Properties Property by Buyer or any Buyer’s representatives (but nothing contained herein shall impose any liability on Representatives, Buyer solely as a result of or such Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions), Representative shall (i) obtain and deliver to Seller an insurance certificate (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or Buyer’s representatives. Buyer shall procure, prior to entry upon the Properties, and maintain for at least one (1) year after the Effective Date commercial general liability insurance covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory acceptable to Sellers Seller) evidencing that Buyer (“and any Buyer’s Liability Insurance”)Representative entering the Property) have in full force and effect policies of general liability insurance which insure Buyer (and any Buyer’s Representative entering the Property) with liability insurance limits of not less than $2,000,000 combined single limit covering liabilities for personal injury, death and property damage arising out of activities on or about the Property by Buyer and Buyer’s Representatives, which policy shall: (i) name Seller and its mortgagee (if any) as additional insureds; (ii) be underwritten by an insurance requirements may be satisfied company licensed to do business in the State of Texas and having a Best’s rating of A/VII or better; (iii) include a contractual liability endorsement with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of respect to Buyer’s General Liability Insurance indemnification obligations hereunder; and (iv) not be cancelable or subject to amendment without at least 30 days’ advance written notice to Seller. Buyer shall be primary and not contributing with any insurance maintained by Sellers or Manager use its best efforts to minimize damage to the extent of Property and shall cause the Property to be restored to substantially the condition existing immediately prior to entry thereon by Buyer and the Buyer’s indemnity contained in this Section 3.7. Sellers and Manager shall be named as additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty Representatives (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity set forth in this Section 3.7 which obligation shall survive the Closing and/or the termination of this Agreement until the Survival Date and shall not be subject to any limitation of remedies set forth in Section 24.9(a) hereofthis Agreement.

Access to the Property. (a) Provided Buyer has delivered evidence of BuyerSubject in all respects to Purchaser’s Liability Insurance (as hereinafter defined) compliance with the terms, conditions and requirements under the Ground Lease, Seller agrees that, from the Effective Date and until the Expiration Date, Seller will permit Purchaser and Purchaser Representatives, at Purchaser’s sole risk, cost and expense, to Sellers and Sellers have approved access the same (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers will allow Buyer and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to the Closing Date at reasonable times Property during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights for purposes of Tenants under their Leases), to enter upon the Properties (i) for the purpose of performing surveys, conducting such physical inspections, engineering studies reports and environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall be solely responsible for all evaluations of the costs and expenses of any Investigations and shall conduct such Investigations Property as Purchaser deems necessary in good faith and with due diligence. Notwithstanding order to assess the foregoing, without Seller’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not be permitted to conduct any Investigations which involve invasive or destructive testing suitability of the Properties (or any portion thereof and includingProperty for Purchaser’s intended use; provided, without limitation, any boring of the Properties in connection with an environmental audit or otherwise) or any alteration of the Properties (or any portion thereof). In the event Sellers do provide their consent to any such invasive testing or alteration, Buyer shall promptly restore the applicable Property to its condition immediately prior to such test or alteration. Buyer that Purchaser shall provide Sellers with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company no less than one (the “Manager”1) as additional insureds in their respective insurance policies, business day advance notice to Seller (which insurance policies must notice may be approved provided by Sellers in their reasonable discretion and maintained through the Closing Date. Buyer shall (x) fully comply with all laws, rules and regulations applicable to Properties and/or the Investigations and all other activities undertaken in connection therewith, (y) not interfere with the use, occupancy, management, maintenance phone or operation of the Properties (or any portion thereof) by Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employeesemail), and Purchaser hereby acknowledges and agrees that Seller may (zdepending on the nature of the investigations to be conducted) permit Sellers need additional advance notice to have a representative present during all Investigations undertaken hereunderproperly coordinate with BBB prior to Seller’s access to Property. With at least two (2) Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers Seller shall have the right to have a representative accompany Buyer on present during any such interviewsinspection, and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Buyer may notSubject in all respects to the terms and requirements of the Ground Lease, howeverSeller hereby grants to Purchaser a temporary license to access the Property for the purpose of performing the foregoing inspections and investigations during the Due Diligence Period (and during subsequent entries upon the Property pursuant to Section 2.2.6 of this Agreement), request such temporary license to expire upon the earlier of the termination of this Agreement in accordance with its terms or the Closing. In conducting any governmental inspections, investigations or inspections tests on or within the Property, or any part of the Properties; providedProperty, howeverPurchaser and its agents and representatives shall: (1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning licensees or invitees’) use of the Properties. Buyer hereby agrees Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to indemnify, defend and hold harmless Sellers, Manager and each other Released Party (as hereafter defined) from and against any and all loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Sellers, Manager Seller or any third party or their respective agents, guests, invitees, contractors and employees; (4) comply with all applicable Laws; and (5) not reveal or disclose (other Released Party and arising out of or in connection with (I) Buyer than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or Buyer’s representatives entry upon the Properties, (IIother consultants) any Investigations and information obtained concerning the Property other activities conducted on than as expressly permitted pursuant to the Properties terms of this Agreement or as required by Buyer applicable law, after notice to Seller of any such required disclosure to the extent permitted by applicable law. Notwithstanding anything herein to the contrary, Purchaser shall perform no invasive testing or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of procedures at the Property, including, but not limited toto a Phase I Environmental or any drilling of any kind without first providing evidence of the insurance as required pursuant to Section 2.2.3 hereof, environmental conditions)providing written notice regarding what tests will be performed and where they will be performed, and (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or Buyerobtaining Seller’s representatives. Buyer shall procure, prior to entry upon the Properties, and maintain for at least one (1) year after the Effective Date commercial general liability insurance covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), written consent which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the extent of Buyer’s indemnity contained in this Section 3.7. Sellers and Manager shall be named as additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity set forth in this Section 3.7 shall survive the Closing and/or the termination of this Agreement until the Survival Date set forth in Section 24.9(a) hereofunreasonably withheld.

Access to the Property. (a) Provided Buyer Purchaser has delivered evidence of BuyerPurchaser’s Liability Insurance (as hereinafter defined) to Sellers Seller and Sellers have Seller has approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers Seller will allow Buyer Purchaser and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Purchaser’s Representatives”), ) to enter upon the Property prior to the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants under their Leases), to enter upon Tenants) and without material interruption of the Properties (i) Seller’s management of the Property or any Tenant’s use of its premises or the Property for the purpose of performing updating surveys, physical inspections, engineering studies and studies, environmental assessments and any other tests, examinations or studies which Buyer Purchaser may reasonably desire deem necessary and to inspect the Property and all books, records and accounts relating to the operation thereof (collectively, “Investigations”), at reasonable times upon reasonable notice (which for all events shall be at least two (2) Business Days’ prior notice). Buyer Purchaser shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, without Seller’s prior approval, written consent (which shall not be unreasonably withheld, conditioned or delayed, Buyer ) shall not be permitted to conduct required for any Investigations which involve invasive or destructive testing of the Properties Property (or any portion thereof and including, without limitation, any boring of the Properties Property in connection with an environmental audit or otherwise) or any alteration of the Properties Property (or any portion thereof). In the event Sellers do Seller does provide their its consent to any such invasive testing or alteration, Buyer Purchaser shall promptly restore the applicable Property to its condition immediately prior to to, as applicable, such test or alteration. Buyer Purchaser shall provide Sellers Seller with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company (the “Manager”) Seller as an additional insureds in insured to their respective insurance policies, which insurance policies must be approved by Sellers Seller in their its reasonable discretion and maintained through the Closing Datediscretion. Buyer Purchaser shall (xi) fully comply with all laws, rules and regulations applicable to Properties Property and/or the Investigations and all other activities undertaken in connection therewith, (yii) not interfere with the use, occupancy, management, maintenance or operation of the Properties Property (or any portion thereof) by Sellers, Manager, Seller or the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (ziii) permit Sellers Seller to have a representative one or more representatives present during all Investigations undertaken hereunder. With at least two (2) Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer Purchaser hereby agrees to indemnify, defend and hold harmless Sellers, Manager and each other Released Party (as hereafter defined) the Indemnified Seller Persons from and against any and all loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), Losses suffered or incurred by Sellers, Manager Seller or any of such other Released Party entities or persons and arising out of or in connection with (Ii) Buyer Purchaser’s and/or BuyerPurchaser’s representatives Representatives’ entry upon the PropertiesProperty, (IIii) any Investigations and other activities conducted on the Properties Property by Buyer Purchaser or BuyerPurchaser’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions)Representatives, and (IIIiii) any liens or encumbrances filed or recorded against any the Property as a consequence of any and all Investigations and other activities undertaken by Buyer Purchaser or BuyerPurchaser’s representativesRepresentatives except to the extent caused by such other entities or persons; provided, however, Purchaser shall have no such indemnity, defense or hold harmless obligations with respect to Losses caused by Purchaser’s mere discovery of information respecting the Property. Buyer Purchaser shall procure, prior to entry upon the PropertiesProperty, and maintain for at least one six (16) year months after the Effective Date Closing or earlier termination of this Agreement commercial general liability insurance covering BuyerPurchaser, Sellers, Manager Seller and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees Property on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** Five Million and No/100 Dollars ($5,000,000.00) per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers Seller (“BuyerPurchaser’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of BuyerPurchaser’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager Seller to the extent of BuyerPurchaser’s indemnity contained in this Section 3.76.03(a). Sellers and Manager Seller shall be named as an additional insureds insured under all of BuyerPurchaser’s General Liability Insurance and Sellers and Manager Seller shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions indemnity and covenants of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity Purchaser set forth in this Section 3.7 6.03(a) shall survive the Closing and/or the or termination of this Agreement until the Survival Date set forth in Section 24.9(a) hereofAgreement.

Access to the Property. (a) Provided Buyer has delivered evidence of Buyer’s Liability Insurance (as hereinafter defined) to Sellers and Sellers have approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers will allow Buyer and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants under their Leases), to enter upon the Properties (i) for the purpose of performing surveys, physical inspections, engineering studies and environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, without Seller’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not be permitted to conduct any Investigations which involve invasive or destructive testing of the Properties (or any portion thereof and including, without limitation, any boring of the Properties in connection with an environmental audit or otherwise) or any alteration of the Properties (or any portion thereof). In the event Sellers do provide their consent to any such invasive testing or alteration, Buyer shall promptly restore the applicable Property to its condition immediately prior to such test or alteration. Buyer shall provide Sellers with evidence that applicable contractors have named Sellers and The Xxxx Mxxx Xxxxxxx Company (the “Manager”) as additional insureds in their respective insurance policies, which insurance policies must be approved by Sellers in their reasonable discretion and maintained through the Closing Date. Buyer shall (x) fully comply with all laws, rules and regulations applicable to Properties and/or the Investigations and all other activities undertaken in connection therewith, (y) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (z) permit Sellers to have a representative present during all Investigations undertaken hereunder. With at least two (2) Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby agrees to indemnify, defend and hold harmless Sellers, Manager and each other Released Party (as hereafter defined) from and against any and all loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Sellers, Manager or any other Released Party and arising out of or in connection with (I) Buyer and/or Buyer’s representatives entry upon the Properties, (II) any Investigations and other activities conducted on the Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions), and (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or Buyer’s representatives. Buyer shall procure, prior to entry upon the Properties, and maintain for at least one (1) year after the Effective Date commercial general liability insurance covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the extent of Buyer’s indemnity contained in this Section 3.7. Sellers and Manager shall be named as additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity set forth in this Section 3.7 shall survive the Closing and/or the termination of this Agreement until the Survival Date set forth in Section 24.9(a) hereof.